Terms of Service

These GoFreight Terms of Service (these “Terms”) are incorporated into the applicable Order Form entered into between REVO LOGISTICS TECHNOLOGY CORP., dba “GoFreight Inc.” (“REVO”), a California corporation located at 17128 Colima Road, #203, Hacienda Heights, California 91745, and the individual or entity identified on the Order Form (“Client”) (each a “Party” and collectively, the “Parties”).

The following terms shall have the meanings set forth below:

1.1 “Agreement” means these Terms together with the Order Form into which these Terms are incorporated.

1.2 “Analytics Data” means the insights, usage, and analytics data collected directly from Authorized Users or otherwise generated by the Services in connection with Client’s use of the Services.

1.3 “Authorized User” means any employee, independent contractor, agent, customer, or representative of Client who are authorized by Client to use the Services.

1.4 “Client Content” means any information, data, text, logos, pictures, or other materials or content provided by Client in connection with Client’s use of the Services. For the avoidance of doubt, Client Content does not include Analytics Data.

1.5 “Confidential Information” means all information disclosed by one Party to the other that is marked as confidential or that the Receiving Party knew or reasonably should have known was confidential. Confidential Information shall not include information that is publicly available through no fault of the Receiving Party, is independently developed by the Receiving Party, or is rightfully obtained by the Receiving Party from independent sources free from any duty of confidentiality. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its employees, contractors, affiliates, and service providers (including cloud hosting providers, payment processors, and other vendors engaged in support of the Services) who have a need to know such information and who are bound by confidentiality obligations at least as protective as those herein.

1.6 “Documentation” means REVO’s on-line documentation, as updated and amended from time to time.

1.7 “Initial Service Term” means the initial term of the Services as specified on the Order Form.

1.8 “Order Form” means the order form executed by both Parties that accompanies and incorporates these Terms.

1.9 “Proprietary Items” means, collectively, the Services and Documentation, the visual expressions, screen formats, report formats and other design features of the Services and Documentation, all ideas, methods, models, algorithms, formulae and concepts used in developing and/or incorporated into the Services or Documentation, all future modifications, revisions, updates, refinements, improvements and enhancements of the Services or Documentation, all derivative works based upon any of the foregoing, and all copies of all of the foregoing.

1.10 “Renewal Term” means any renewal term of the Services as specified on the Order Form.

1.11 “Services” means the limited access and use rights to the GoFreight proprietary platform operated by REVO and/or its affiliates that is designed to be utilized by freight forwarding and logistics businesses.

1.12 “Service Term” means the Initial Term together with any Renewal Term.

These Terms are valid for the Order Form into which they are incorporated. In the event of any conflict or inconsistency between these Terms and such Order Form, these Terms shall prevail, unless the Order Form or a separate written amendment expressly states that a specific term of the Order Form or amendment shall supersede a conflicting term of these Terms.

Subject to these Terms, including full payment of all applicable fees, REVO hereby grants to Client and its Authorized Users a non-exclusive, non-transferable (except in connection with a permitted assignment) limited right during the applicable Service Term to access and use the Services solely for Client's internal business operations. REVO will not ship copies of GoFreight programs to Client as part of the Services. Client is responsible for its Authorized Users’ compliance with these Terms.

Client retains all ownership and intellectual property rights in and to Client Content. REVO and its licensors retain all ownership and intellectual property rights to the Proprietary Items and any Analytics Data.
Unless otherwise specified in these Terms, REVO or its licensors shall not disclose, disseminate, offer or provide Client Content to any third party without Client’s prior written approval.
Client may not:

4.1 Remove or modify any program markings or any notice of REVO’s licensors’ proprietary rights;

4.2 Make the Services or materials available in any manner to any third party for use in the third party’s business operations (unless such access is permitted in writing);

4.3 Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services;

4.4 Disclose results of any Services or program benchmark tests without REVO’s prior written consent; and

4.5 License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit the Services or Proprietary Items to any third party other than as expressly permitted under these Terms.
The rights granted to Client under these Terms are also conditioned on the following:

4.6 The rights of any Authorized User licensed to use the Services cannot be shared or reauthorized.

4.7 Client agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Services.

Client shall pay to REVO, without offset or deduction, the fees and expenses as determined under any Order Form. All fees due under any Order Form are non-cancelable and the sums paid are nonrefundable.

5.1 Prepaid Service. Subscription fees are billed and payable in advance of each Service Term. Invoices will be issued approximately fifteen (15) days prior to the start of each Service Term, and payment is due before the Service Term commences.

5.2 Contract Commitment. Client acknowledges that the number of Authorized User licenses stated on the applicable Order Form is a binding subscription commitment for the full Service Term. Client shall remain responsible for paying the fees for all such user licenses for the entire Service Term, regardless of actual usage or the number of active users. Reductions to the number of user licenses may only take effect upon renewal of the applicable Service Term and must be agreed in writing by REVO.

5.3 Reassignment. Authorized User subscriptions may be reassigned to replacement Authorized Users during a Service Term at no additional cost, provided the total contracted user count is not exceeded.

5.4 Additional Users. Fees for additional Authorized Users added during a Service Term will be prorated from the activation date through the remainder of the Service Term.

5.5 Service Verification. Client shall be responsible for reviewing all subscribed services (including user licenses and any other recurring modules or features) listed on each invoice prior to the start of the applicable Service Term. Any request to change or discontinue subscribed services must be submitted before the start of such Service Term. Fees for subscribed services are non-refundable once a Service Term has commenced.

5.6 Payment Terms. All amounts invoiced are due and payable within fifteen (15) days of the date of the invoice. If any Client payment is more than twenty-one (21) days past due, late charges at the rate of one and one-half percent (1.5%) of the outstanding balance per month or the maximum permitted by law, whichever is lower, together with all of REVO’s expenses and collection costs (including, without limitation, reasonable attorneys’ fees and costs incurred in enforcing these Terms) shall immediately become due and payable. REVO may also condition future Subscription renewals and order forms on payment terms shorter than those specified herein. In the event that Client’s account is more than twenty-one (21) days overdue on any payment for any reason, REVO shall have the right, in addition to its remedies under these Terms or pursuant to applicable law, to suspend Client’s use of the Proprietary Items, without further notice to Client, until Client has paid the full balance owed, plus any interest due. Any such suspension shall not excuse Client from its obligation to make payment(s).

5.7 Fee Adjustments. Fees are fixed during the Initial Service Term. For any Renewal Term, REVO may reasonably increase fees effective at renewal, provided REVO gives written notice of such increase at least thirty (30) days before the Non-Renewal Notice Deadline. If Client does not provide notice of non-renewal, the renewal shall be deemed acceptance of the new fees.

5.8 Prorated Fees. Subscription fees are based on monthly periods that begin on the commencement of the Initial Service Terms and each monthly anniversary thereof. Fees for subscriptions added in the middle of a monthly period will be prorated for that period and the monthly periods remaining in the Service Term.

Each Authorized User must be assigned unique login credentials. Login credentials may not be shared or used by more than one individual. Concurrent login sessions per credential are not permitted. Client will ensure that login credentials issued to an Authorized User will be used only by that Authorized User. Client is responsible for maintaining the confidentiality of all Authorized Users’ passwords, and is solely responsible for all activities that occur under these accounts. Client agrees: (a) not to allow a third party to use Client’s accounts at any time; and (b) to notify REVO promptly of any actual or suspected unauthorized use of an account or any other breach or suspected breach of these Terms. REVO reserves the right to terminate any accounts that REVO reasonably determines may have been used by an unauthorized third party. Authorized User accounts and their associated e-mail addresses and passwords cannot be shared or used by more than one individual Authorized User, but an account may be reassigned from time to time to a new Authorized User who is replacing a former Authorized User who has terminated employment or otherwise changed job status or function and no longer uses the Services. Client is solely responsible for all access to and use of the Services by its Authorized Users and all access to and use of the Services through any Authorized User’s account..

Client hereby grants REVO a fully paid, royalty-free, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to (a) during the Service Term, use, distribute, reproduce, modify, adapt, perform, and display Client Content for the purposes of operating, providing, enhancing, improving, supporting, and maintaining the Services for Client, and (b) in perpetuity, use and otherwise exploit in aggregated or de-identified form any Client Content that does not contain personally identifiable information solely for the purpose of operating, improving, or enhancing the Services and any new services REVO creates. For the avoidance of doubt, REVO shall have the right to run any Client Content through REVO’s machine learning and artificial intelligence tools in order to train and improve REVO’s models and algorithms, which models may be used with other clients and generally to provide REVO’s products and services.

8.1 “API Services” or “APIs” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries, interfaces, application programming interfaces (APIs), software development kits (SDKs), developer tools, technical documentation, updates, and other related materials, whether tangible or intangible, in any form or medium, that are made available by Company to Client for building or using integrations or applications to access or interoperate with the Services.

8.2 Subject to these Terms, Company grants Client a limited, non-exclusive, non-transferable, revocable license during the Term to use the APIs solely for the purpose of enabling Client’s authorized applications or systems to access and interoperate with the Services.

8.3 Client shall not (and shall not permit any third party to):
(a) sublicense, sell, resell, distribute, or otherwise provide the APIs to any third party;
(b) use the APIs to create a service or product that competes with the Services;
(c) interfere with or disrupt the integrity, security, or performance of the APIs or Services, including by exceeding any applicable rate limits or usage thresholds;
(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, of APIs;
(e) use the APIs in violation of applicable law or in a manner that infringes or misappropriates any third-party rights; or
(f) use the APIs to access or extract data outside the scope expressly permitted under these Terms.

8.4 Client is solely responsible for any data submitted, transmitted, or processed through the APIs, and for maintaining its own backups. Company shall have no liability for any third-party integrations or applications connected by Client through the APIs.

8.5 Client shall maintain the security of all API credentials (e.g., keys, tokens) and shall not share such credentials outside of its Authorized Users. Client shall notify Company promptly if it becomes aware of any unauthorized use of the APIs or credentials.

8.6 Company may monitor Client’s use of the APIs for compliance with these Terms. Company may suspend or revoke access to the APIs in the event of unauthorized use, abuse, or material breach of this Section.

8.7 Company may update, modify, or discontinue APIs from time to time. Company will use commercially reasonable efforts to provide advance notice of any material changes or deprecations but does not guarantee backwards compatibility.


REVO warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.

9.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, ALL SERVICES AND PROPRIETARY ITEMS ARE PROVIDED “AS IS” AND REVO MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT.

9.2 REVO DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE USE OF THE SERVICES WILL NOT RESULT IN A LOSS OF CLIENT CONTENT OR OTHER CLIENT DATA. Client is solely responsible for archiving and retaining any and all Client Content or data uploaded to, downloaded from, or processed in or through the Services.

Services specified in the Order Form for trial or non-production purposes are provided “as is” and REVO does not offer any warranties for such services. Any data that Client or any of its Authorized Users enters into the Services during a trial period may be permanently lost if Client elects not to purchase the Services, unless Client exports such data before the end of the trial period.

11.1 By REVO. REVO shall defend, at its own expense, any action against Client brought by a third party to the extent that the action is based upon a claim that the Services infringe any U.S. copyrights or misappropriate any trade secrets, and REVO will pay those costs and damages finally awarded against Client that are specifically attributable to such claim. REVO’s obligations are conditioned on Client providing prompt written notice of the claim and giving REVO sole control of the defense and settlement.

11.2 By Client. Client shall indemnify, hold harmless, and defend REVO from and against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, losses, and liabilities for any actions arising out of any (a) alleged infringement or misappropriation of a third party’s intellectual property rights by Client Content, or (b) Client’s use of the Services other than in accordance with these Terms.

All Confidential Information of a Party (“Disclosing Party”) in the possession of the other (“Receiving Party”), whether or not authorized, shall be held in strict confidence, and the Receiving Party shall take all steps reasonably necessary to preserve the confidentiality of the Confidential Information. The Disclosing Party’s Confidential Information shall not be used or disclosed by the Receiving Party for any purpose except as necessary to implement or perform the Services, or as required by law, provided that the other Party is given a reasonable opportunity to obtain a protective order. The Receiving Party shall limit its use of and access to the Disclosing Party’s Confidential Information to only those of its employees or representatives whose responsibilities require such use or access and who are bound by obligations of confidentiality at least as protective as those herein. For clarity, REVO may disclose Client’s Confidential Information to its affiliates, contractors, and subprocessors solely as necessary to operate, host, support, or improve the Services, provided such parties are subject to written obligations of confidentiality and data protection no less protective than those set forth in these Terms.

The Agreement shall commence on the Effective Date and shall continue until the expiration or termination of the Order Form.

13.1 The Initial Service Term of the Order Form shall be specified on the Order Form. Upon expiration of the Initial Service Term, such Order Form shall automatically renew for a subsequent Renewal Term of the same duration, unless one Party provides the other Party at least thirty (30) days written notice prior to the end of the then-current term (the “Non-Renewal Notice Deadline”) of its intent to not renew.

13.2 Either Party may terminate the Order Form immediately on giving written notice if the other Party commits a material breach (including any non-payment of fees due) and fails to cure that breach within thirty (30) days after the receipt of a written request to cure such breach.

13.3 Upon termination or expiration of the Order Form for any reason, all rights to access or use the Services shall end. Client agrees and acknowledges that REVO has no obligation to retain Client Content and that such data may be irretrievably deleted thirty (30) days after termination of the Order Form.

15.1 Entire Agreement; Amendments. The Agreement, including the Order Form and any amendments, is the complete agreement for the services ordered by you, and supersedes all prior agreements or representations. These Terms may be amended by REVO upon notice to Client, provided Client is given notice of such changes not less than thirty (30) days prior to the effective date of such changes.

15.2 Governing Law. The Agreement is governed by the substantive and procedural laws of California excluding choice of law; provided, however, that the terms of any applicable law now or hereafter enacted that is based on or similar to the Uniform Computer Information Transactions Act drafted by the national conference of commissioners on uniform state laws shall not apply.

15.3 Assignment. Client may not assign the Agreement without REVO’s prior written consent.

15.4 Notices. All notices must be in writing.

15.5 Force Majeure. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party.

15.6 Export. Client shall comply with all applicable export laws and regulations.

15.7 Independent Contractor. REVO is an independent contractor, and no partnership, joint venture, or agency relationship exists between the Parties.

15.8 Statistical Information and Client Reference. REVO may compile statistical information related to the performance of the Services, and may make such information publicly available, provided that such information does not identify Client’s confidential information or include Client’s company name. Client agrees that REVO may identify Client as a recipient of services and use Client’s logo in sales presentations, marketing materials and press releases.

15.9 Third-Party Technology and Services. Client acknowledges that certain Services may involve or rely on third-party technology, software, platforms, integrations, or services, including but not limited to customs and security filing providers and financial technology or payment/financing services (collectively, “Third-Party Services”).
Client understands and agrees that:
(a) access to or use of such Third-Party Services is subject to the applicable third-party terms, licenses, and agency designations, which Client is solely responsible for entering into or maintaining;
(b) REVO does not control and is not responsible for the availability, accuracy, legality, compliance, or functionality of any Third-Party Services;
(c) REVO makes no warranties and shall have no liability whatsoever arising from Client’s use of, reliance on, or inability to use any Third-Party Services, including any penalties, fines, service interruptions, or damages imposed by regulatory authorities or financial institutions; and
(d) where the provision of Services requires Client to appoint or authorize a third party (such as a customs broker, carrier, payment processor, or financing provider) as its agent or representative, Client is solely responsible for executing such authorizations, and REVO shall not be deemed an agent of Client or of any such third party.

15.10 Audit. Client agrees to cooperate with REVO’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Client’s normal business operations.

15.11 Services Tools. REVO may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and to help resolve Client’s REVO service requests. Data collected by the Tools (excluding production data) may also be used to assist in managing REVO’s product and service portfolio and for license management.

15.12 Severability. If any portion of any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, (a) such unenforceable portion of the provision will be deemed severed from these Terms, (b) the validity and enforceability of the remaining portion of the provision and the other provisions of these Terms will not be affected or impaired, and (c) these Terms will be amended in order to effect, to the maximum extent allowable by law, the original intent of such provision.