Terms of Service

Last updated: March 18, 2026

These Terms of Service ("Agreement" or "Terms") constitute a binding legal agreement between Warden Technologies ("Company," "we," "us," or "our") and the entity or individual ("Customer," "you," or "your") accessing or using the WardenIQ platform, including the web dashboard, Outlook Add-in, desktop application, and any related services (collectively, the "Service"). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1. Definitions

2. Service Description and License Grant

Subject to the terms of this Agreement and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the Subscription Term solely for Customer's internal business operations. The Service is provided as software-as-a-service (SaaS). No software is sold, and no ownership rights in the Service are transferred to Customer.

Company retains all right, title, and interest in and to the Service, including all intellectual property rights, trade secrets, algorithms, models, user interfaces, documentation, and derivative works. Nothing in this Agreement grants Customer any rights in the Service except the limited license expressly set forth herein.

3. Account and Access

Customer must provide accurate and complete account information and maintain the security of login credentials. Customer is responsible for all activity that occurs under its account, including activity by Authorized Users. Customer must be a legal entity or an individual at least 18 years of age. Customer shall promptly notify Company of any unauthorized access to its account.

4. Subscription, Billing, and Payment

4.1 Pricing

The Service is offered on a subscription basis. Current pricing is published on our website. Subscription plans include Solo ($99/month, 1 seat) and Team ($199/month, up to 8 seats, plus $29/month per additional seat). Founding Partner pricing is locked in for life for early customers and will not increase. Company reserves the right to modify pricing upon at least thirty (30) days' prior written notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

4.2 Free Trial

New subscriptions begin with a fourteen (14) day free trial period ("Trial Period"). A valid payment method (credit card or debit card) is required at signup. Customer will not be charged during the Trial Period. If Customer cancels before the Trial Period ends, no charges will be incurred. If Customer does not cancel before the Trial Period ends, the subscription will automatically convert to a paid subscription and the payment method on file will be charged the applicable subscription fee on the fifteenth (15th) day.

4.3 Auto-Renewal

After the Trial Period, subscriptions automatically renew at the end of each billing period (monthly or annually, as selected) unless Customer cancels before the renewal date. By subscribing, Customer authorizes Company to charge the payment method on file for each renewal period.

4.4 Cancellation

Customer may cancel at any time through the account settings in the dashboard or by contacting support at [email protected]. Cancellation during the Trial Period results in no charges. Cancellation after the Trial Period takes effect at the end of the current billing period. Customer will retain access through the end of the paid period. No prorated refunds are issued for partial billing periods.

4.5 Refunds

All fees are non-refundable after the payment method has been charged, except as required by applicable law. The Trial Period serves as the evaluation period in lieu of a refund policy. Customers who wish to avoid charges must cancel before the Trial Period ends.

4.6 Payment Failure

If a payment fails, Company will attempt to charge the payment method on file up to three (3) additional times over ten (10) days. If payment remains unsuccessful after all attempts, Company may suspend access to the Service. If payment is not resolved within thirty (30) days of the original due date, Company may terminate the subscription. Customer remains liable for all fees accrued during the subscription period.

4.7 Taxes

All fees are exclusive of taxes, levies, duties, and similar governmental assessments. Customer is responsible for all applicable taxes (excluding taxes based on Company's net income). If Company is required to collect taxes, they will be added to Customer's invoice.

5. Customer Data and Ownership

5.1 Customer Owns Its Data

Customer retains all right, title, and interest in and to Customer Data. Company does not claim ownership of Customer Data.

5.2 License to Process

Customer grants Company a limited, non-exclusive license to use, process, store, and transmit Customer Data solely to provide, maintain, and improve the Service. This license terminates upon deletion of Customer Data or termination of Customer's account, whichever occurs later.

5.3 Aggregated and Anonymized Data

Company may use aggregated, anonymized, and de-identified data derived from Customer's use of the Service for product improvement, analytics, benchmarking, and development of new features, provided that such data cannot reasonably be used to identify Customer, any Authorized User, or any individual. This right survives termination of this Agreement.

5.4 Data Export

Customer may request an export of Customer Data at any time during the Subscription Term by contacting support. Company will provide the data in a standard, machine-readable format (such as CSV or JSON) within ten (10) business days of the request.

6. Outlook Add-in

The WardenIQ Outlook Add-in operates within Microsoft Outlook and accesses email data only when Customer actively invokes the add-in on a specific email. The add-in requires ReadItem permission to parse the subject, body, and sender information of the currently viewed email. Email data is transmitted to Company's servers over encrypted connections (HTTPS/TLS) solely to extract structured freight information (origin, destination, equipment type, rates, dates). Complete email content is not stored; only extracted freight data is retained, and only when Customer explicitly clicks "Send to Dashboard" to create a quote request.

7. AI Features — Disclaimers and Limitations

7.1 Informational Purposes Only

All Outputs generated by the AI Features, including but not limited to rate recommendations, pricing suggestions, market analysis, lane intelligence, and win/loss predictions, are provided for informational purposes only. Outputs are intended to assist Customer's decision-making process but are not a substitute for Customer's own independent judgment, analysis, and verification.

7.2 No Professional Advice

The Service does not constitute financial, legal, brokerage, transportation, or professional advice of any kind. Nothing in the Service creates a fiduciary, advisory, or agency relationship between Company and Customer.

7.3 No Guarantee of Accuracy

Company does not warrant or guarantee the accuracy, completeness, reliability, timeliness, or suitability of any Output. Freight rates are inherently volatile and subject to market conditions, seasonal fluctuations, capacity constraints, fuel prices, regulatory changes, and other factors beyond the Service's control. Historical rates and market data do not guarantee future pricing. Outputs may contain errors, omissions, or inaccuracies.

7.4 Lane Scoring

The Service includes a lane scoring feature that analyzes Customer's historical quote data to generate performance scores across multiple dimensions, including supply-demand balance, consistency, momentum, and timing alignment. Scores are derived from Customer Data within Customer's own account and are cached server-side for up to 15 minutes. Scores may not reflect real-time market changes, carrier availability, fuel costs, or other external factors. Lane scores are predictive analytics provided for informational purposes only and should not be relied upon as the sole basis for pricing or business decisions. When exact city-level data is insufficient, scores may be derived from broader geographic aggregations (freight market, state, or regional level).

7.5 Third-Party AI Processing

Certain AI Features use third-party artificial intelligence services (currently Anthropic, PBC) to process natural language queries. When Customer uses these features, the text of the query and relevant non-identifiable freight data (such as origin, destination, and equipment type) may be sent to the third-party AI provider for processing. No personally identifiable information, customer names, financial details, or confidential business information is shared with the AI provider. The AI provider processes data under its commercial API terms and does not retain Customer queries or use them for model training. Company reserves the right to change AI providers at any time without notice. AI-powered intelligence features are subject to usage limits as determined by Customer's subscription plan.

7.6 Customer Assumes Risk

Customer acknowledges and agrees that: (a) Customer is solely responsible for reviewing, verifying, and validating all Outputs before acting on them; (b) any business decisions made based on Outputs are made at Customer's sole risk and discretion; and (c) Company shall have no liability for any losses, damages, or costs arising from Customer's reliance on or use of any Output, including but not limited to lost revenue, lost profits, lost business opportunities, or unfavorable freight rates.

8. Freight Industry Disclaimer

Warden Technologies is a software provider. Company is not a freight broker, freight forwarder, carrier, motor carrier, or transportation intermediary. The Service does not arrange, contract for, or provide transportation services. The Service does not hold and does not require a freight broker license, motor carrier authority, or any other transportation license or permit. All rate data, market intelligence, and pricing information provided through the Service is for informational purposes only and does not constitute a binding rate quote, rate confirmation, contract, or offer to transport freight. Customer is solely responsible for its own compliance with all applicable laws and regulations, including but not limited to Department of Transportation (DOT) regulations, Federal Motor Carrier Safety Administration (FMCSA) regulations, and all applicable federal, state, and local transportation laws.

9. Acceptable Use

Customer agrees not to:

Company may suspend or terminate Customer's access immediately upon discovering a violation of this section.

10. Confidentiality

10.1 Definition

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including Customer Data, pricing and billing terms, business strategies, technical information, product roadmaps, and security measures. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was lawfully in the receiving party's possession before disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without obligation of confidentiality.

10.2 Obligations

Each party shall: (a) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use the other party's Confidential Information only as necessary to perform its obligations under this Agreement; and (c) not disclose the other party's Confidential Information to third parties except to employees, contractors, or agents who need to know and are bound by confidentiality obligations at least as protective as this section.

10.3 Compelled Disclosure

A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided the disclosing party (where legally permitted) gives prompt written notice to the other party so that the other party may seek a protective order.

11. Disclaimer of Warranties

THE SERVICE, INCLUDING ALL AI FEATURES, OUTPUTS, RATE RECOMMENDATIONS, MARKET DATA, AND PRICING INFORMATION, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (D) ANY OUTPUT, RATE RECOMMENDATION, OR PRICING SUGGESTION WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (E) THE USE OF ANY OUTPUT WILL RESULT IN PROFITABLE OUTCOMES OR SUCCESSFUL BUSINESS TRANSACTIONS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) WITHOUT LIMITING THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES, DAMAGES, OR COSTS ARISING FROM: (I) INACCURATE, INCOMPLETE, OR UNTIMELY RATE RECOMMENDATIONS, PRICING DATA, OR OTHER OUTPUTS; (II) CUSTOMER'S RELIANCE ON AI-GENERATED OUTPUTS; (III) FREIGHT MARKET FLUCTUATIONS OR CHANGES IN MARKET CONDITIONS; (IV) BUSINESS DECISIONS MADE BASED ON INFORMATION PROVIDED BY THE SERVICE; OR (V) ANY THIRD-PARTY CLAIMS ARISING FROM CUSTOMER'S USE OF THE SERVICE OR ITS OUTPUTS.

(C) COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(D) THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (I) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; (II) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) COMPANY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO CUSTOMER DATA.

(E) THESE LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification

13.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Service in violation of this Agreement; (b) Customer Data or any content provided by Customer; (c) Customer's violation of any applicable law or regulation; or (d) Customer's business decisions made based on Outputs or information provided by the Service.

13.2 Company Indemnification

Company shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that Customer's authorized use of the Service directly infringes a valid United States patent, copyright, or trademark of a third party. Company's obligations under this section shall not apply if the alleged infringement arises from: (a) modifications to the Service made by Customer; (b) use of the Service in combination with products or services not provided by Company; or (c) Customer's use of the Service in violation of this Agreement.

13.3 Indemnification Procedure

The indemnified party shall: (a) provide prompt written notice of the claim to the indemnifying party; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party's prior written consent.

14. Term and Termination

14.1 Term

This Agreement begins when Customer creates an account or first accesses the Service and continues for the duration of the Subscription Term, including any renewals.

14.2 Termination for Convenience

Either party may terminate this Agreement by providing written notice. Termination by Customer during the Trial Period results in no charges. Termination after the Trial Period takes effect at the end of the current billing period. No refunds are issued for the remaining portion of any paid period.

14.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes subject to a bankruptcy, insolvency, receivership, or similar proceeding.

14.4 Termination for Non-Payment

Company may suspend Customer's access immediately if payment is more than fifteen (15) days overdue. Company may terminate this Agreement if payment remains outstanding for more than thirty (30) days.

14.5 Effect of Termination

Upon termination: (a) Customer's license to use the Service ceases immediately; (b) Customer shall pay all fees accrued through the effective date of termination; (c) Company will retain Customer Data for ninety (90) days to allow for data export or reactivation, after which Customer Data may be permanently deleted; and (d) Customer may request a data export during the 90-day retention period.

14.6 Survival

The following sections survive termination of this Agreement: Definitions, Customer Data and Ownership (Section 5), AI Features Disclaimers (Section 7), Freight Industry Disclaimer (Section 8), Confidentiality (Section 10), Disclaimer of Warranties (Section 11), Limitation of Liability (Section 12), Indemnification (Section 13), Effect of Termination (Section 14.5), Dispute Resolution (Section 15), and General Provisions (Section 16).

15. Dispute Resolution

15.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

15.2 Informal Resolution

Before initiating any formal dispute resolution, the parties shall attempt to resolve disputes informally by contacting the other party in writing. The parties shall negotiate in good faith for at least thirty (30) days before proceeding to arbitration or litigation.

15.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the State of Texas. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.4 Class Action Waiver

CUSTOMER AGREES THAT ANY DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

15.5 Exceptions

Notwithstanding the above: (a) either party may bring an action in any court of competent jurisdiction for injunctive or equitable relief to protect its intellectual property rights or Confidential Information without first engaging in arbitration; and (b) either party may bring claims in small claims court if the claims qualify.

16. General Provisions

16.1 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond the party's reasonable control, including but not limited to natural disasters, acts of war or terrorism, epidemics, government actions, power outages, internet disruptions, or third-party service failures.

16.2 Assignment

Customer may not assign or transfer this Agreement or any rights hereunder without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

16.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

16.4 Entire Agreement

This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral.

16.5 Amendments

Company may update these Terms from time to time. Company will provide at least thirty (30) days' prior notice of material changes via email to the address associated with Customer's account or through the Service. Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer may cancel the subscription before the changes take effect.

16.6 Notices

All notices under this Agreement shall be in writing and delivered to the email address on file for each party. Notices to Company shall be sent to [email protected]. Notices are deemed received when delivered electronically.

16.7 No Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

16.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between the parties.

16.9 Feedback

If Customer provides suggestions, ideas, feedback, or recommendations regarding the Service ("Feedback"), Company may use such Feedback without restriction, obligation, or compensation to Customer. Customer hereby assigns to Company all right, title, and interest in any Feedback.

17. Contact

Questions about these Terms? Contact us at:

Warden Technologies
Email: [email protected]
Legal: [email protected]
Web: wardeniq.com/support