Terms of Service

1.1 Capitalized terms have the meanings set forth in this section or in the section where they are first used.

1.2 "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities of an entity.

1.3 "Authorized User" means any individual who is an employee, agent, or contractor of Customer whom Customer authorizes to access the Service on its behalf.

1.4 "Booking" means a confirmed order for transportation services arranged through the Platform, as evidenced by Trainsit's booking confirmation.

1.5 "Carrier" means a third-party rail carrier, motor carrier, drayage carrier, or other transportation provider that provides the physical transportation of a Shipment.

1.6 "Cargo Claim" means a claim for loss of, damage to, or delay of a Shipment.

1.7 "Customer Data" means information, data, and content submitted by or on behalf of Customer or an Authorized User through the Service, including shipment details, commodity descriptions, origin and destination information, and contact information.

1.8 "Freight Charges" means the transportation charges of the Carrier for a Shipment, together with fuel surcharges, Accessorial Charges (as defined in Section 7.1), and other pass-through charges described in Sections 6 and 7.

1.9 "Intellectual Property Rights" means all now known or hereafter existing (a) rights associated with works of authorship, including copyrights; (b) trademark and service mark rights; (c) trade secret rights; (d) patent and industrial property rights; and (e) all registrations, applications, renewals, and extensions of the foregoing, in any jurisdiction throughout the world.

1.10 "Law(s)" means any applicable federal, state, county, municipal, or local law, ordinance, statute, rule, regulation, order, judgment, or decree of a governmental authority that is legally enforceable, including the Interstate Commerce Commission Termination Act and the regulations of the Federal Motor Carrier Safety Administration ("FMCSA") and the Surface Transportation Board.

1.11 "Order" means a quote, rate confirmation, order form, or other record generated through the Platform that identifies a Shipment, the Services, the Platform Fee, and the estimated Freight Charges.

1.12 "Platform" means Trainsit's rail-focused intermodal freight marketplace, including its websites, applications, and all features and functionality made available therethrough, including instant quoting, booking, and shipment tracking.

1.13 "Platform Fee" means the fee payable to Trainsit for use of the Platform and Trainsit's brokerage and arrangement services, as described in Section 6 and stated in the applicable Order.

1.14 "Service" means the Platform and the transportation arrangement, brokerage, and related services made available by Trainsit through the Platform.

1.15 "Shipment" means the cargo tendered by or on behalf of Customer for transportation arranged through the Service.

2.1 Grant of Access. Subject to Customer's compliance with this Agreement, Trainsit grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for Customer's internal business purpose of obtaining quotes for, booking, and managing the transportation of Shipments.

2.2 Nature of the Service. The Platform enables Customer to obtain estimated quotes for and to book intermodal and related freight transportation, including rail line-haul and associated drayage. Trainsit arranges transportation as a broker and does not itself transport Shipments or take custody or possession of any Shipment.

2.3 Quotes Are Estimates. Quotes generated through the Platform are estimates based on the information Customer provides and on Carrier rates and availability at the time of quoting. A quote does not constitute a guarantee of price, capacity, equipment, or transit time, and does not create a Booking until Trainsit issues a booking confirmation. Quoted charges are subject to adjustment as provided in Sections 6 and 7, including where Shipment characteristics differ from those Customer entered. Only quotes and pricing generated directly through the Platform or confirmed by Trainsit in writing are binding on Trainsit; Trainsit is not responsible for, and disclaims any liability arising from, pricing or service representations made to Customer by any third-party broker, freight intermediary, or other person not authorized by Trainsit.

2.4 Transit Times and Scheduling. Any transit time, pickup window, delivery window, or service level shown through the Platform is an estimate only and is not guaranteed, subject to the disclaimers in Section 12.2. Rail schedules, ramp availability, interchange, weather, and other conditions outside Trainsit's control affect timing. Trainsit does not guarantee same-day, next-day, or any expedited service unless a guaranteed service is expressly agreed in writing for a specific Shipment. Trainsit is not liable for any loss arising from delay, except for direct damages to the extent the delay is caused by Trainsit's own negligence and only as permitted by Section 13.

2.5 AI Assistant. The Platform includes an AI-powered conversational assistant ("Trainsit AI") that can provide information about the Customer’s experience, such as retrieving quotes on Customer’s behalf. Pricing is not determined or influenced by Trainsit AI. Customer's use of Trainsit AI is subject to the Privacy Policy, which describes how data processed by the AI assistant is handled, stored, and protected.

2.6 Modifications to the Platform. Trainsit may modify, add, or discontinue features of the Platform from time to time.

3.1 Trainsit Is a Broker. Trainsit acts solely as a transportation broker that arranges for the transportation of Shipments by third-party Carriers. Trainsit is not a motor carrier, rail carrier, freight forwarder, ocean transportation intermediary, or warehouseman, and does not assume the duties or liabilities of any such party. Trainsit does not own, operate, or control the equipment used to transport Shipments and does not take physical custody of cargo.

3.2 Co-Brokerage. Customer acknowledges and agrees that Trainsit may arrange capacity for a Shipment directly with a Carrier or through one or more other licensed transportation brokers (a "Co-Broker") that in turn engage the transporting Carrier. Trainsit's use of a Co-Broker is a permitted method of facilitating transportation and does not constitute unauthorized double-brokering. Where a Co-Broker is used, the transporting Carrier remains responsible for the transportation and for Cargo Claims as set out in Section 10.

3.3 Carrier Responsibility for Transportation. The Carrier that transports a Shipment is solely responsible for the transportation, including for the care, custody, control, and safe delivery of the Shipment, and for compliance with all Laws applicable to the transportation. Cargo Claims are governed by Section 10.

3.4 No Designation as Carrier; Third-Party Document Terms. Customer shall not name or designate Trainsit as a carrier, freight forwarder, or shipper on any bill of lading, shipping order, or similar transportation document. Any pre-printed or standard terms appearing on a bill of lading, tariff, rate confirmation, purchase order, or other document issued by Customer, a Carrier, or any third party that purport to impose obligations on Trainsit beyond those expressly set forth in this Agreement shall be of no force or effect and shall not expand, modify, or supplement Trainsit's obligations or liability hereunder, regardless of whether Trainsit signs, accepts delivery of, or fails to object to such document.

4.1 Account Registration. Access to the Service requires an account. Customer shall provide accurate registration information and keep it current.

4.2 Authorized Users. Customer may permit its Authorized Users to access the Service, subject to any limits stated in an Order. Customer is responsible for the acts and omissions of its Authorized Users, and any breach by an Authorized User is a breach by Customer.

4.3 Account Security. Customer is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account and shall promptly notify Trainsit at privacy@trainsit.com upon becoming aware of any actual or suspected unauthorized access to or use of its account.

5.1 Booking. A Booking is formed only when Trainsit issues a booking confirmation for a Shipment. Customer is responsible for the accuracy of all Shipment information it submits, including commodity, weight, dimensions, packaging, equipment type, hazardous-materials status, pickup and delivery locations, and required accessorials.

5.2 Changes to a Booking. If, after a Booking is confirmed, Customer requests or causes a change to the pickup or delivery date or time, the weight, dimensions, commodity, equipment, or locations of a Shipment, or if the actual Shipment differs from the information Customer submitted, Trainsit may adjust the Platform Fee and Freight Charges, require a new quote or Booking, or decline the change. Additional Carrier, rail, and Accessorial Charges resulting from such a change are the responsibility of Customer and are passed through under Section 7.

5.3 Cancellations and Truck or Equipment Ordered Not Used. Customer may cancel a Booking prior to the applicable Carrier or rail cutoff without charge unless an Order states otherwise. A cancellation after the cutoff, or a failure to tender a Shipment for which equipment or capacity has been ordered, may result in a truck-ordered-not-used, equipment-ordered-not-used, cancellation, reconsignment, or similar charge assessed by the Carrier or railroad, which Trainsit will pass through to Customer under Section 7, together with any applicable Platform Fee.

5.4 No Guarantee of Capacity. Trainsit does not guarantee the availability of any Carrier, equipment, rail slot, or capacity for any Shipment, and is not liable for any loss arising from an inability to secure capacity.

6.1 Platform Fee. In consideration of access to the Platform and Trainsit's arrangement services, Customer shall pay the Platform Fee stated in the applicable Order. The Platform Fee is a separate and distinct charge for Trainsit's services and is stated separately from the Freight Charges. Current Platform Fee schedules and structures may be published on Trainsit's website and are subject to update from time to time; the Platform Fee applicable to a given Booking is the fee displayed or confirmed at the time of Booking. For the avoidance of doubt, the Platform Fee is not a transportation charge and is earned by Trainsit upon confirmation of a Booking, whether or not the Freight Charges reflect any margin.

6.2 Freight Charges. Customer shall pay the Freight Charges for each Shipment. Freight Charges reflect Carrier and rail line-haul rates, fuel surcharges, and Accessorial and other pass-through charges under Section 7, as adjusted for the actual characteristics of the Shipment.

6.3 Payment Terms. Unless an Order states otherwise, all amounts are payable in United States Dollars. Customer shall pay all undisputed Platform Fees and Freight Charges when due and may not offset, deduct, or withhold any undisputed amount. Customer may withhold payment of amounts that are the subject of a good-faith dispute submitted in accordance with Section 6.6, provided that Customer pays all undisputed amounts when due and specifies the disputed amounts and basis therefor in writing. Nothing in this Section 6.3 limits Customer's right to file a Cargo Claim under Section 10, assert an indemnification claim under Section 14, or pursue any other affirmative claim permitted by this Agreement, each subject to the time limits and procedures set forth herein. Payments are processed by a third-party payment processor, and use of payment features is subject to that processor's terms.

6.4 Taxes. The amounts payable by Customer do not include taxes, and Customer shall pay or reimburse Trainsit for all taxes assessed in connection with the Service, excluding taxes based on Trainsit's net income.

6.5 Late Payment. If any amount is overdue, interest accrues at the lower of one percent (1%) per month or the maximum rate permitted by Law, from the due date until paid, and Trainsit may recover its reasonable costs of collection, including reasonable attorneys' fees.

6.6 Invoice Disputes. Customer must notify Trainsit in writing of any disputed charge within thirty (30) days after the invoice date, specifying the disputed amount and the basis for the dispute. Undisputed amounts remain due. Failure to dispute within that period constitutes acceptance of the charges.

6.7 Responsibility for Charges. Customer is primarily responsible for all Platform Fees, Freight Charges, and Accessorial Charges for its Shipments. If Customer directs Trainsit to invoice a consignee, bill-to party, or other third party, Customer remains liable for payment if that third party fails to pay in full, and no such billing arrangement releases Customer or operates as a novation.

7.1 Pass-Through Charges. Carriers and railroads may assess charges beyond the base line-haul rate for services, delays, or conditions beyond standard pickup and delivery ("Accessorial Charges"). Accessorial Charges are assessed by the Carrier or railroad and are passed through to Customer at cost plus any applicable handling fee, together with any applicable Platform Fee. Any handling fee applied by Trainsit to Accessorial Charges will be disclosed to Customer at the time of invoicing. Accessorial Charges include, without limitation, detention and driver detention, per-diem and equipment detention without power, rail, and yard storage, driver loading or unloading and lumper charges, driver count, stop-off charges, yard pull, reconsignment, redelivery, overweight and rework charges, chassis charges, container clean-out, and truck-or-equipment- ordered-not-used charges.

7.2 Detention and Free Time. Free time for loading, unloading, and equipment use, and the rates charged after free time expires, are set by the applicable Carrier or railroad. The applicable Carrier's or railroad's accessorial schedule, including free-time periods and detention rate tiers, will be made available to Customer upon request or at the time of Booking. By way of illustration and not limitation, a Carrier may include a stated period of free time at origin and destination and assess detention after free time expires, including where loading or unloading exceeds the free time allowed (for example, detention beyond two (2) hours at a facility). Customer is responsible for detention, per-diem, and storage charges arising from delays at facilities controlled by Customer or its consignee.

7.3 Estimates and Documentation. Accessorial Charges are frequently determined after a Shipment moves and may not be reflected in the original quote. Trainsit will use reasonable efforts to notify Customer of material Accessorial Charges of which it becomes aware, but Customer remains responsible for Accessorial Charges properly assessed by a Carrier or railroad. Trainsit will, on reasonable request, provide available supporting documentation for pass-through Accessorial Charges.

8.1 Customer Responsibility for Tender. Customer is responsible for properly describing, packaging, marking, and preparing each Shipment for transportation, and for ensuring that the Shipment complies with all Laws, including weight, dimensional, and hazardous-materials requirements.

8.2 Loading and Securement. Responsibility for loading, blocking, bracing, and securement of a Shipment depends on the service selected and the party performing the work. Where Customer, its shipper, or its consignee loads or secures a Shipment, or where Customer selects a self-load, shipper-load-and-count, or similar arrangement, Customer is responsible for proper loading and securement, and Trainsit and the Carrier are not liable for loss, damage, or delay caused by improper loading or securement performed by or on behalf of Customer.

8.3 Securement Service Tiers. Where Trainsit or the Carrier offers securement or loading services at defined service tiers, the securement obligations and any associated liability are as described for the selected tier in the applicable Order. If Customer opts out of a securement service tier (e.g., Fully Supported Block and Bracing or Minimal Final Securement), declines offered securement services, or selects a tier that places securement with Customer, liability for loss or damage caused by securement passes to Customer, and neither Trainsit nor the Carrier is liable for such loss or damage.

8.4 Hazardous Materials. Customer shall not tender hazardous materials or regulated commodities without identifying them at the time of quoting and Booking and complying with all Laws. Customer is responsible for all fines, penalties, cleanup, and other costs arising from undeclared or incorrectly declared hazardous materials.

9.1 Carrier Qualification. Trainsit facilitates Customer's access to Carriers that Trainsit qualifies using commercially reasonable criteria designed to assess carrier safety and fitness and maintains records of its qualification process.

9.2 No Guarantee of Carrier Performance. Carriers are independent contractors. Trainsit does not control and is not responsible for the acts or omissions of Carriers, and does not guarantee the performance, conduct, safety, or fitness of any Carrier. Customer acknowledges that Trainsit's selection of a Carrier from qualified providers is not a warranty of the Carrier's performance or safety.

9.3 Customer Acknowledgement. Customer acknowledges that it retains the right to specify or approve Carriers for its Shipments and that, absent such specification, Trainsit will select a qualified Carrier in the exercise of its reasonable judgment. Nothing in this Agreement makes Trainsit the guarantor or insurer of any Carrier.

10.1 Carrier Liability. As between the parties, the Carrier that transports a Shipment is responsible for loss of, damage to, or delay of the Shipment while in the Carrier's care, custody, and control, subject to and to the extent of the Carrier's liability under applicable Law, including the Carmack Amendment for motor carriage and the applicable rail contract or tariff for rail carriage. Carrier liability may be limited by the Carrier's tariff, bill of lading, or contract.

10.2 Trainsit Not Liable as a Carrier. Trainsit is a broker and has no liability for loss of, damage to, or delay of a Shipment except to the extent such loss is directly caused by Trainsit's negligence in the performance of its brokerage arrangement obligations, including negligent carrier selection or negligent operation of the Platform. Where Trainsit is found liable for a Cargo Claim caused by such negligence, Trainsit's liability shall not exceed the lesser of (i) the amount actually recovered by Trainsit from the responsible Carrier plus the Platform Fee paid by Customer for the affected Shipment, and (ii) the aggregate cap set forth in Section 13.2. Trainsit shall use commercially reasonable efforts to pursue recovery from the responsible Carrier within ninety (90) days after Trainsit's acceptance of a Cargo Claim for processing, and shall keep Customer reasonably informed of the status of such recovery efforts.

10.3 Claim Procedure and Time Bar. Customer must file any Cargo Claim in writing with Trainsit within 48 hours of claim occurring, and must commence any legal action or arbitration within two (2) years and one (1) day after the date Trainsit or the Carrier disallows the claim in whole or in part. Failure to file within the applicable period is an absolute bar to the claim.

10.4 Assignment of Recovery. Trainsit will, on request and at Customer's cost, reasonably assist Customer in presenting a Cargo Claim to the responsible Carrier and will assign to Customer any rights of recovery Trainsit may have against the Carrier with respect to the Shipment, to the extent assignable.

11.1 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) permit any person other than an Authorized User to access the Service; (b) sublicense, lease, resell, or otherwise transfer the Service; (c) reverse engineer, decompile, or attempt to derive the source code or structure of the Platform; (d) circumvent or disable any security or access-control feature of the Service; (e) use the Service in violation of any Law or third-party right; (f) use the Service to develop or operate a competing product or service, or to build a competing database from Platform content; (g) upload malicious code or attempt to gain unauthorized access to the Service; or (h) use automated means to access the Service other than through interfaces expressly provided, or systematically scrape or extract Platform content in bulk.

11.2 Customer Warranties. Customer represents and warrants that: (a) the Shipment information it submits is accurate and complete; (b) it has all rights and authority necessary to tender each Shipment and to submit Customer Data; (c) Customer Data does not infringe any third-party right or contain malicious code; and (d) it will use the Service in compliance with all applicable Laws.

11.3 Specific Compliance Obligations. Without limiting Section 11.2(d), Customer shall comply with all customs, export-control, sanctions, and hazardous-materials Laws applicable to its Shipments and its use of the Service, and shall obtain all permits, licenses, and governmental approvals required for the transportation of its cargo.

12.1 Mutual Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; and (b) its execution and performance of this Agreement do not violate any Law or any other agreement to which it is a party.

12.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 12.1, THE SERVICE AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND TRAINSIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. TRAINSIT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY QUOTE, RATE, OR TRANSIT TIME WILL BE ACCURATE OR ACHIEVED, OR THAT CAPACITY WILL BE AVAILABLE FOR ANY SHIPMENT. TRAINSIT MAKES NO WARRANTY REGARDING THE PERFORMANCE, CONDUCT, OR SAFETY OF ANY CARRIER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW.

13.1 Exclusion of Indirect Damages. EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Cap. EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, THE MAXIMUM AGGREGATE LIABILITY OF TRAINSIT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY CUSTOMER TO TRAINSIT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. FOR THE AVOIDANCE OF DOUBT, FREIGHT CHARGES ARE PASS-THROUGH AMOUNTS AND ARE NOT INCLUDED IN THIS CAP.

13.3 Excluded Liability. "Excluded Liability" means: (a) Customer's payment obligations, including Platform Fees and Freight Charges and Accessorial Charges; (b) Customer's indemnification obligations under Section 14; (c) a party's breach of its confidentiality obligations under Section 16 with respect to the other party's Confidential Information; (d) a party's liability arising from its gross negligence, willful misconduct, or fraud; and (e) Customer's breach of Section 11.1.

13.4 Cargo Claims. Any liability of Trainsit for a Cargo Claim is governed by and subject to the limitations in Section 10.2, including the lesser-of cap therein, and Section 13.2, notwithstanding Section 13.3.

13.5 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 13 ARE AN ESSENTIAL BASIS OF THE BARGAIN, THAT THE PLATFORM FEES HAVE BEEN SET IN RELIANCE ON THEM, AND THAT THEY SURVIVE AND APPLY DESPITE ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13.6 General Limitation Period. Except for (i) Cargo Claims, which are governed exclusively by the time bars in Section 10.3, and (ii) any claim arising from or relating to the same facts or circumstances that give rise to a Cargo Claim, which is likewise subject to the time bars in Section 10.3, any claim arising out of or relating to this Agreement must be commenced within two (2) years after the date on which the claiming party knew or reasonably should have known of the facts giving rise to the claim. Failure to commence a claim within the applicable period constitutes an absolute and unconditional bar to the claim, regardless of the legal theory on which it is based.

14.1 By Customer. Customer shall defend, indemnify, and hold harmless Trainsit and its Affiliates and their respective officers, directors, employees, and agents from and against any third-party claim, and all resulting liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer's breach of this Agreement, including Sections 8, 11.1, and 11.2; (b) the Shipment information Customer submits, including inaccurate weights, commodities, or hazardous-materials declarations; (c) loss, damage, injury, or delay caused by improper loading or securement performed by or on behalf of Customer, or by Customer's opt-out of a securement service tier under Section 8.3; (d) Customer's failure to pay Carriers, railroads, or other third parties amounts for which Customer is responsible; or (e) Customer's violation of any Law or third-party right.

14.2 By Trainsit. Trainsit shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Platform, as provided by Trainsit and used by Customer in accordance with this Agreement, infringes a United States patent, copyright, or trademark, or misappropriates a third party's trade secret (an "IP Claim"), and shall pay all resulting liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) finally awarded or agreed in settlement. Trainsit shall have no obligation under this Section 14.2 to the extent the IP Claim arises from (i) Customer Data or content provided by Customer or any Authorized User; (ii) modifications to the Platform not made by or on behalf of Trainsit; (iii) use of the Platform in combination with products, services, data, or technology not provided by Trainsit, where the infringement would not have occurred but for such combination; (iv) use of the Platform other than in accordance with this Agreement or any documentation provided by Trainsit; or (v) Customer's continued use of the allegedly infringing element of the Platform after Trainsit has provided written notice to cease such use and has made available a non-infringing alternative or workaround. If the Platform becomes, or in Trainsit's reasonable opinion is likely to become, the subject of an IP Claim, Trainsit may, at its option and expense: (A) procure for Customer the right to continue using the Platform; (B) modify or replace the affected portion of the Platform to make it non-infringing without material diminution in functionality; or (C) if neither (A) nor (B) is commercially practicable, terminate Customer's access to the affected portion of the Platform and refund to Customer any prepaid, unused Platform Fees attributable to the terminated portion for the period following termination. This Section 14.2 states Customer's sole and exclusive remedy, and Trainsit's entire liability, with respect to any IP Claim. Trainsit's aggregate liability under this Section 14.2 shall not exceed the aggregate cap set forth in Section 13.2.

14.3 Procedure. The indemnified party shall promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense and settlement (provided that no settlement imposing a non-indemnified obligation on the indemnified party may be made without its consent), and reasonably cooperate at the indemnifying party's expense.

15.1 Carrier Insurance. Trainsit requires Carriers to which it tenders Shipments to maintain the insurance coverage required by Law and by Trainsit's carrier qualification criteria.

15.2 Customer Cargo Insurance. Carrier and rail liability for a Shipment may be limited and may not cover the full value of the Shipment. Customer is responsible for determining whether to obtain all-risk cargo insurance for its Shipments and, where it requires full-value coverage, for arranging that coverage.

16.1 Confidential Information. Each party (the "Receiving Party") may receive non-public information of the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"), including rates, pricing, Customer Data, and the Platform's non-public features.

16.2 Protection. The Receiving Party shall not use or disclose the Disclosing Party's Confidential Information except as necessary to perform this Agreement, shall limit access to those who need it and are bound by confidentiality obligations no less protective than these, and shall protect it with at least reasonable care.

16.3 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, is lawfully received from a third party without restriction, was already known to the Receiving Party without restriction, or is independently developed without use of the Confidential Information.

16.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by Law, provided it gives prompt notice where permitted and cooperates in seeking protective treatment.

17.1 Privacy Policy. Trainsit's collection and use of personal information in connection with the Service is described in the Trainsit Privacy Policy, which is incorporated herein by reference.

17.2 Data Security. Trainsit maintains administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, as further described in the Privacy Policy.

18.1 Trainsit Ownership. As between the parties, Trainsit and its licensors own all right, title, and interest in and to the Platform and the Service, including all Intellectual Property Rights therein. Except for the limited access right granted in Section 2.1, no right, title, or interest in the Platform or Service is transferred to Customer.

18.2 Customer Data License. Customer retains all right, title, and interest in Customer Data. Customer grants Trainsit a non-exclusive, worldwide, royalty-free license to use, reproduce, store, transmit, and display Customer Data solely as necessary to provide the Service, to comply with Law, and to generate aggregated, de-identified data that does not identify Customer or any Authorized User. Trainsit may use such aggregated, de-identified data for any lawful business purpose, including analytics, benchmarking, and service improvement.

18.3 Data Deletion. Following termination of this Agreement, Customer may request in writing that Trainsit delete Customer Data in Trainsit's possession or control. Trainsit shall use commercially reasonable efforts to delete such Customer Data within ninety (90) days of receipt of the request, except to the extent retention is required by Law, is necessary to resolve any pending dispute or Cargo Claim, or relates to aggregated, de-identified data described in Section 18.2. Trainsit shall have no liability for deletion of Customer Data in accordance with this Section.

18.4 Feedback. If Customer or any Authorized User provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform or Service ("Feedback"), Customer hereby grants to Trainsit a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable, non-exclusive license to use, reproduce, modify, create derivative works from, distribute, publicly display, and otherwise exploit such Feedback for any purpose without obligation or compensation to Customer. Customer retains ownership of Feedback subject to the foregoing license.

19.1 Term. This Agreement commences when Customer first accepts it and continues until terminated in accordance with this Section 19.

19.2 Termination for Convenience. Either party may terminate this Agreement for convenience on written notice, provided that termination does not affect any Booking already confirmed or any payment obligation accrued before termination.

19.3 Termination for Cause. Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after written notice, or immediately where the breach is incapable of cure or creates an imminent legal or security risk, or if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days.

19.4 Suspension. Trainsit may suspend Customer's access to the Platform, in whole or in part, if (a) any undisputed amount owed by Customer is more than thirty (30) days overdue; (b) Trainsit reasonably believes that Customer's use poses a security, legal, or operational risk; or (c) Customer is in material breach of this Agreement. Where practicable and consistent with Law, Trainsit will give reasonable prior notice before suspending access and will restore access promptly once the cause of the suspension is resolved to Trainsit's reasonable satisfaction. Suspension does not relieve Customer of any payment obligation and does not affect a Booking already in transit.

19.5 Effect of Termination. On termination, Customer's right to access the Service ends, and Customer shall pay all amounts accrued as of the termination date, including for Bookings in transit. Sections 1 (Definitions), 3 (Broker Status), 6 (Fees and Payment), 7 (Pass-Through Charges), 8 (Cargo and Securement), 10 (Cargo Claims), 11.1 (Restrictions), 12.2 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (Confidentiality), 17 (Privacy), 18 (Intellectual Property and Customer Data), 19.5 (this Section), 20 (Dispute Resolution), and 21 (Miscellaneous), and any accrued payment obligations, survive termination.

20.1 Governing Law. This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of California, without regard to its conflict-of-laws rules, and, to the extent applicable, by the transportation Laws of the United States.

20.2 Informal Resolution. Before commencing arbitration, the initiating party shall give written notice of the dispute to the other party at the address for notices, and the parties shall attempt in good faith to resolve the dispute within thirty (30) days.

20.3 Binding Arbitration. Except as provided in Section 20.5, any dispute arising out of or relating to this Agreement that is not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single arbitrator. The seat and location of the arbitration shall be San Francisco, California. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve disputes relating to the scope, interpretation, enforceability, or formation of this Section 20, except that a court may decide whether the class-action waiver in Section 20.4 is enforceable.

20.4 Class-Action Waiver. Disputes shall be resolved only on an individual basis. The parties waive any right to bring or participate in any class, collective, consolidated, or representative proceeding. If the class-action waiver in this Section 20.4 is found unenforceable as to a particular claim, that claim shall proceed in the courts identified in Section 20.6, and all other claims remain subject to arbitration.

20.5 Carve-Outs. Notwithstanding Section 20.3, either party may (a) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misuse of its Intellectual Property Rights or Confidential Information, and (b) bring an action to collect amounts owed. Either party may also bring a qualifying claim in small-claims court.

20.6 Judicial Forum. For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and waive any objection to venue in those courts.

20.7 Jury Trial Waiver. To the extent any dispute proceeds in court, each party waives any right to a trial by jury.

20.8 Equitable Relief. Each party acknowledges that a breach or threatened breach of Section 11.1, Section 16, or Section 18 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction without the necessity of proving actual damages, posting a bond or other security, or establishing inadequacy of monetary damages.

21.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

21.2 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any prohibited assignment is void.

21.3 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, weather, labor disputes, rail or port disruption, embargo, government action, or network or infrastructure failure.

21.4 Notices. Notices must be in writing and sent to Trainsit at 350 California Street, 4th floor PMB 203, San Francisco, CA, 94104 and legal@trainsit.com, and to Customer at the email or address associated with its account. Notices are effective on receipt.

21.5 Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect.

21.6 Waiver. A failure to enforce any provision is not a waiver of any other provision or of that provision on another occasion.

21.7 Entire Agreement. This Agreement, together with the Privacy Policy and any Order, is the entire agreement of the parties regarding its subject matter and supersedes all prior discussions and agreements. In the event of a conflict, this Agreement governs over an Order unless the Order expressly states otherwise.

21.8 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights.

21.9 Electronic Acceptance. Customer's electronic acceptance of this Agreement, or its access to or use of the Service, has the same legal effect as a signed writing.

21.10 Changes to This Agreement. Trainsit may update this Agreement from time to time. For a material change, Trainsit will give reasonable notice, for example by email or through the Service, and the change takes effect on the date stated in the notice. Continued use of the Service after that date constitutes acceptance, and if Customer does not agree it shall stop using the Service. Notwithstanding the foregoing, where Customer and Trainsit have executed a separately negotiated written agreement that expressly incorporates or modifies these Terms of Service, no amendment to such negotiated terms shall be effective unless agreed in writing by both parties.