Terms of Service

1. Parties and Acceptance

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Bison Wise AI, LLC, an Arizona limited liability company operating as BrokerWise TMS (“BrokerWise,” “we,” “our,” or “us”). “You” refers to the individual or entity accessing or using the BrokerWise TMS platform.

By creating an account, accessing the platform, or using any BrokerWise TMS service, you confirm that you have read, understood, and agree to these Terms and our Privacy Policy. If you are accepting these Terms on behalf of a company or organization, you represent that you have authority to bind that entity.

2. Description of Service

BrokerWise TMS is a cloud-based transportation management system designed for freight brokers. The platform provides tools for load management, carrier record management, document processing, automated email workflows, rate confirmation generation, and related freight brokerage operations.

BrokerWise TMS is a software tool only. BrokerWise is not a freight broker, carrier, shipper, or party to any freight transaction. We have no responsibility or liability for any freight transaction conducted through or facilitated by your use of the platform. All brokerage activity, carrier relationships, and freight transactions are solely your responsibility.

We reserve the right to modify, suspend, or discontinue any feature or aspect of the service at any time with reasonable notice. We will not remove features you are actively relying on without prior communication.

3. Account Registration and Access

To use BrokerWise TMS, you must register for an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You agree to:

• Provide accurate and current registration information and keep it updated
• Maintain the security of your login credentials and not share them with unauthorized parties
• Notify us promptly at jason@brokerwisetms.com if you suspect unauthorized access to your account
• Ensure that all users accessing the platform under your account comply with these Terms

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe present a security risk.

4. Acceptable Use

You may use BrokerWise TMS only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the platform in violation of any applicable federal, state, or local law or regulation
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the platform
• Copy, modify, or create derivative works of the platform or any portion of it
• Use the platform to develop a competing product or service
• Access the platform for purposes of benchmarking or competitive analysis for the benefit of a third party
• Transfer, sell, resell, sublicense, or make the platform available to any unauthorized third party
• Attempt to gain unauthorized access to any part of the platform, its infrastructure, or other users’ data
• Introduce malware, viruses, or any code designed to damage or disrupt the platform
• Use the platform in any manner that could damage, overburden, or impair its operation
• Remove or alter any proprietary notices or labels on the platform

Violation of these acceptable use standards may result in immediate suspension or termination of your access without notice.

5. Your Data

You retain ownership of all data you submit to BrokerWise TMS, including load records, carrier records, shipper information, and documents (“Your Data”). By using the platform, you grant BrokerWise a limited license to access, process, and store Your Data solely to provide the service.

You represent and warrant that you have all necessary rights and permissions to submit Your Data to the platform and that doing so does not violate any applicable law or third-party rights.

We handle Your Data in accordance with our Privacy Policy and, where applicable, any data processing agreement executed between the parties. We do not sell Your Data or use it for any purpose other than providing BrokerWise TMS.

Upon termination of your account or service agreement, you may request deletion of Your Data. We will fulfill deletion requests within thirty (30) days and certify deletion in writing upon request.

6. Intellectual Property

BrokerWise TMS, including all underlying software, source code, algorithms, interfaces, documentation, and visual design, is the proprietary property of Bison Wise AI, LLC and is protected by applicable intellectual property laws. Nothing in these Terms transfers any intellectual property rights in the platform to you.

If you submit suggestions, feedback, or recommendations regarding the platform, you grant BrokerWise a perpetual, irrevocable, royalty-free license to use and incorporate that feedback without obligation to you.

7. Third-Party Integrations

BrokerWise TMS may integrate with third-party services, including Microsoft 365, Google Workspace, and other platforms, subject to your authorization. Your use of those integrations is also governed by the terms and privacy policies of the respective third-party providers. BrokerWise is not responsible for the practices or performance of third-party services.

By authorizing an integration, you confirm that you have the right to grant BrokerWise access to the relevant third-party account or data on your behalf.

8. Disclaimer of Warranties

9. Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

10. Indemnification

You agree to defend, indemnify, and hold harmless Bison Wise AI, LLC and its officers, directors, employees, and agents from and against any claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the platform; (b) your violation of these Terms; (c) your violation of any applicable law or third-party right; or (d) Your Data, including any claim that Your Data infringes a third party’s rights.

11. Term and Termination

These Terms are effective when you first access or use BrokerWise TMS and continue until your account is terminated. You may terminate your account at any time by contacting us at jason@brokerwisetms.com.

We may suspend or terminate your access immediately if you materially breach these Terms, or with reasonable notice for any other reason. Upon termination, all rights granted to you under these Terms cease immediately. Sections 5, 6, 8, 9, 10, and 13 survive termination.

12. Modifications to These Terms

We may update these Terms from time to time. When we make material changes, we will update the effective date at the top of this page and notify active users by email or through the platform with reasonable advance notice. Your continued use of BrokerWise TMS after the effective date of updated Terms constitutes your acceptance of the changes.

13. General Provisions

Governing Law

These Terms are governed by the laws of the State of Arizona, without regard to its conflict of law principles.

Dispute Resolution

The parties will attempt to resolve any dispute informally for thirty (30) days before initiating formal proceedings. Any dispute not resolved informally shall be submitted to binding arbitration in Maricopa County, Arizona under the commercial arbitration rules of the American Arbitration Association. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction without exhausting the informal dispute process.

No Freight Brokerage Relationship

BrokerWise is a software technology provider and is not a party to any freight transaction. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship between the parties.

Entire Agreement

These Terms, together with our Privacy Policy and any executed service agreement between the parties, constitute the entire agreement between you and BrokerWise with respect to the platform and supersede all prior agreements on that subject.

Severability

If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

14. Contact Us

For questions about these Terms of Service, contact us at: