Integration Terms

Last updated: November 1, 2026

These Owlery Integration Partner Terms (these "Terms") are between Owlery Inc. ("Owlery") and the company named in an Integration Order Form that references these Terms ("Integrating Party"). Each Order Form and these Terms together make up the "Agreement." If an Order Form conflicts with these Terms, the Order Form controls. Terms in any Integrating Party purchase order, vendor portal, carrier packet, or similar document don't apply.

In these Terms, the "Integration" is the connection between Integrating Party's systems and the Owlery platform described in the Defined Scope of an Order Form; a "Shipper Customer" is an Owlery customer enabled for the Integration under an Order Form; and "Integration Data" is data exchanged through the Integration, including quotes, tenders, tracking updates, invoices, and documents.

1. Integration Services. Owlery will set up, test, deploy, monitor, and maintain the Integration for the Defined Scope, provide access to its integration team for troubleshooting, maintain compatibility as Owlery releases updates, and may list Integrating Party as "Certified" on owlery.ai/integrations while the Integration is live. Routine API version updates and minor API changes by Integrating Party are included. Custom development, re-integration due to Integrating Party's platform migration or middleware change, dedicated engineering hours, data migration or backfill, and third-party middleware fees are not included, and Owlery may provide them at $200 per hour or as otherwise agreed in writing.
2. Integrating Party Responsibilities. Integrating Party will maintain its side of the Integration in line with Owlery's integration guidelines and API documentation, send accurate and current Integration Data, keep its credentials secure, and give Owlery at least thirty (30) days' written notice of changes to its systems that could affect the Integration. Integrating Party is responsible for its own middleware and other third-party providers.
3. ‍Integrating Party’s Business. Owlery does not guarantee any loads, quotes, or volume through the Integration, and this Agreement is not exclusive. Integrating Party’s business with each Shipper Customer is between Integrating Party and that Shipper Customer.
4. ‍Payment. Fees are nonrefundable, even if the Term is not used in full. Owlery may suspend the Integration if fees are more than fifteen (15) days past due, after written notice.‍
5. Term. This Agreement begins on the Effective Date stated in the Order Form and remains in effect until terminated by either party with thirty (30) days' prior written notice. Where recurring fees are specified, the Agreement runs in successive one-year terms and auto-renews unless either party provides written notice at least thirty (30) days prior to the end of the then-current term. When the Agreement ends, Owlery will disable the Integration and remove the Certified listing.‍
6. Pricing Adjustments. Owlery may adjust fees effective at the start of any renewal Term with at least sixty (60) days' prior written notice.‍
7. Confidentiality. Each party will protect the other's non-public business, technical, and customer information with at least reasonable care and use it only to perform under this Agreement.‍
8. Data. Each party retains ownership of its data. Integrating Party authorizes Owlery to share Integration Data with the Shipper Customer it relates to, which is the purpose of the Integration. Owlery will use Integration Data only to provide the Integration and related services to Shipper Customers and to operate and improve the Owlery platform, will not disclose Integrating Party's rates to any other carrier or broker, and will maintain commercially reasonable security safeguards.‍
9. Transportation Services. Owlery is a software provider, not a carrier, broker, or shipper, and is not a party to any arrangement between Integrating Party and a Shipper Customer. Quotes, acceptances, and other commitments Integrating Party sends through the Integration are its own. Owlery is not responsible for loss, damage, or delay to any shipment, or for payments between Integrating Party and any Shipper Customer.‍
10. Indemnification. Each party agrees to hold the other harmless from any claims, damages, or losses arising from the acts or omissions of its own personnel, systems, or third-party vendors, including, for Integrating Party, claims arising from its transportation or brokerage services.‍
11. Service Availability. Owlery does not guarantee uninterrupted service and is not responsible for failures or performance issues arising from the Integrating Party's systems, middleware, or third-party providers. Except as stated in this Agreement, the Integration is provided "as is."‍
12. Limitation of Liability. Neither party's total liability under this Agreement shall exceed the fees paid by the Integrating Party in the twelve (12) months preceding the claim, or total fees paid if less than twelve months. In no event will either party be liable for indirect, incidental, consequential, special, or punitive damages, or lost profits.‍
13. Name and Logo. Each party may use the other's name and logo to identify the Integration, including in Owlery's integration directory and in communications with Shipper Customers.‍
14. Changes to These Terms. Owlery may update these Terms by posting a new version at owlery.ai/legal/integration-terms. An update applies to Integrating Party from its next renewal Term if Owlery gives at least thirty (30) days' notice beforehand, or, where an Order Form has only one-time fees, thirty (30) days after notice.‍
15. Notices. Any notices required under this Agreement may be delivered via email to the addresses in the Order Form.‍
16. Governing Law. This Agreement is governed by the laws of the State of California, and any dispute will be brought in the state or federal courts located in Santa Clara County, California.‍
17. Assignment. Neither party may assign this Agreement without the other's consent, except in connection with a merger or sale of substantially all of its assets.‍
18. Entire Agreement. This Agreement is the entire agreement between the parties on its subject matter, supersedes all prior proposals, communications, and agreements between them on its subject matter, including any prior integration services agreement for the same Integration, and may be amended only in writing signed by both parties, except for updates under "Changes to These Terms" and Shipper Customers added under an Order Form.

‍