Kargoplex Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and Kargoplex Inc.(“Kargoplex,” “we,” “our,” or “us”) governing your access to and use of our websites, subdomains, software, APIs, marketplaces, quote tools, booking workflows, collaboration features, document tools, payment tools, support channels, and related services (collectively, the “Services”).

These Terms apply to all users of the Services, including visitors, shippers, freight forwarders, carriers, collaborators, service providers, invitees, and any organization on whose behalf an account is created or used.

By accessing or using the Services, clicking to accept, registering an account, uploading data, requesting a quote, listing a rate, sending a message, accepting a booking-related workflow, or otherwise engaging with the Services, you agree to be bound by these Terms and our Privacy Policy and Cookies Policy.

• You must be at least 18 years old and legally capable of entering into binding contracts.
• If you use the Services on behalf of a company or organization, you represent that you have authority to bind that entity.
• You are responsible for maintaining accurate account information, safeguarding credentials, controlling access to your account, and all activity occurring under your account.
• We may require identity, business, tax, payment, compliance, or operational verification at any time.
• We may refuse registration, require additional information, or limit access where we believe risk, fraud, sanctions, legal, security, or operational concerns exist.

Kargoplex provides a digital logistics and freight marketplace that may include:

• quote search, comparisons, and RFQ workflows;
• forwarder and shipper account tools;
• shipment coordination and booking support;
• cargo-consolidation workflows and related coordination tools;
• messaging and collaboration between users;
• document upload, storage, sharing, and smart document generation;
• payment facilitation, invoicing, refunds, and payout workflows;
• tracking, reporting, analytics, API, and integration features; and
• other software, data, support, or operational services we may offer.

We may add, remove, suspend, modify, or discontinue any part of the Services at any time without liability.

Kargoplex operates primarily as a software platform, marketplace, facilitator, and operational intermediary. Unless a separate signed contract expressly states otherwise, Kargoplex is not acting as the carrier, vessel operator, airline, ground transporter, port operator, terminal operator, customs authority, insurer, warehouse operator, packer, manufacturer, seller of goods, or other physical service provider.

Kargoplex does not own, manufacture, inspect, warehouse, transport, or physically handle cargo merely because shipment, consolidation, payment, or documentation workflows are processed through the Services.

Any freight service, transit performance, customs handling, packaging, cargo condition, consolidation decision, routing, pickup, delivery, storage, or regulatory compliance obligation is the responsibility of the relevant service provider, freight forwarder, carrier, shipper, or other contracting party, not Kargoplex, unless Kargoplex expressly agrees in writing to assume a specific obligation.

• Rates, offers, schedules, availability, and transit estimates shown on the Services may be indicative, estimated, conditional, time-limited, incomplete, or subject to change, withdrawal, revalidation, surcharge updates, compliance review, capacity, port conditions, customs review, currency changes, fuel fluctuations, force majeure, and provider confirmation.
• Display of a quote or rate does not guarantee booking acceptance, service availability, final pricing, performance, space allocation, or shipment completion.
• Users are responsible for reviewing all quote assumptions, surcharges, exclusions, route details, validity windows, load type, cargo restrictions, documentation requirements, and payment terms.
• Kargoplex may correct obvious pricing, currency, data, tax, surcharge, duplication, system, or display errors at any time.
• Kargoplex may cancel, suspend, or reverse a quote-related workflow where fraud, abuse, operational impossibility, sanctions exposure, duplicate booking, pricing errors, or other risk concerns are identified.

Payments and payouts may be processed or facilitated through third- party providers including Stripe, PayPal, Flutterwave, Paystack, M-Pesa, or other providers designated by Kargoplex. Your use of those payment services may be subject to additional provider terms.

• You authorize us and our payment providers to charge, hold, transfer, settle, reverse, refund, split, or deduct amounts in accordance with the Services, applicable transaction terms, disputes, chargebacks, offsets, reserves, fraud controls, taxes, fees, platform commissions, payout adjustments, and legal obligations.
• We may delay or withhold payouts, impose reserves, request further verification, or reverse entries where risk, fraud, disputes, chargebacks, sanctions, errors, or legal concerns arise.
• You are responsible for all taxes, duties, levies, withholding, exchange fees, banking fees, processor fees, and government charges, except taxes imposed on Kargoplex’s net income.

The Services may support cargo consolidation, multi-party shipments, shared routing, or grouping of cargo from different shippers. Any such consolidation introduces additional operational complexity and risk.

• Kargoplex does not guarantee compatibility, segregation, contamination avoidance, timing, carrier acceptance, customs treatment, labeling accuracy, temperature control, packaging performance, or damage-free movement in any consolidated shipment.
• The shipper remains solely responsible for lawful cargo, classification, packaging, declarations, labeling, compliance, special handling requirements, and suitability of goods for consolidated movement.
• Freight forwarders and physical logistics providers remain solely responsible for the services they actually perform, including acceptance, loading, securing, handling, routing, documentation, customs liaison, delivery, and carrier communications.
• Kargoplex is not liable for spoilage, breakage, pilferage, contamination, delay, commingling, customs holds, cargo refusal, detention, demurrage, storage, misdelivery, labeling issues, documentation gaps, or other losses arising from cargo consolidation, except to the limited extent caused by Kargoplex’s final non-excludable legal obligations.

Cargo moves at your risk unless insurance coverage is expressly arranged, confirmed, and paid for through a valid and separate insurance arrangement. Kargoplex is not an insurer and does not provide cargo insurance merely by offering software, rate comparisons, bookings, payment tools, document tools, or marketplace services.

• You are solely responsible for evaluating and obtaining adequate cargo, liability, delay, marine, warehousing, trade credit, or other insurance coverage appropriate for your goods and operations.
• Any insurance references in the Services are informational only unless separately and expressly confirmed.
• Any carrier, forwarder, or insurer limitations, exclusions, deductibles, procedural deadlines, and notice requirements remain your responsibility.

You retain ownership of the content, documents, shipment data, attachments, templates, messages, and materials you upload, submit, send, generate, or otherwise make available through the Services (“User Content”). You grant Kargoplex a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, adapt, and use User Content as necessary to provide, secure, improve, and enforce the Services.

You are solely responsible for your User Content and represent that you have all rights and permissions needed for its submission and use. We may monitor, remove, restrict, preserve, review, or disclose User Content where we believe it is necessary for safety, compliance, operational integrity, legal obligations, fraud prevention, intellectual property concerns, or enforcement of these Terms.

Messaging and smart document tools are provided for convenience. We do not guarantee delivery, retention, enforceability, legal sufficiency, regulatory acceptance, or evidentiary value of any message or document.

You must not, directly or indirectly:

• use the Services for unlawful, fraudulent, deceptive, or abusive purposes;
• submit false, misleading, inaccurate, infringing, or prohibited cargo or business information;
• upload malware, attempt unauthorized access, scrape protected data, or interfere with platform security or availability;
• evade fees, bypass platform workflows, or circumvent Kargoplex in a transaction introduced through the platform where such conduct is prohibited;
• infringe intellectual property, privacy, confidentiality, sanctions, export control, anti-bribery, or other legal requirements;
• harass, spam, threaten, or abuse other users or Kargoplex personnel; or
• use the Services in any way that could create legal exposure, operational harm, or reputational damage for Kargoplex.

The Services, including our software, workflows, designs, content, text, graphics, branding, marks, code, models, documentation, databases, templates, and platform features, are owned by or licensed to Kargoplex and are protected by intellectual property laws.

Except for the limited right to use the Services in accordance with these Terms, no rights are granted to you. You may not copy, reproduce, modify, distribute, reverse engineer, decompile, republish, or create derivative works from the Services except as expressly permitted by us in writing or by non-waivable law.

The Services may integrate with or rely on third-party services, including payment providers, communication vendors, logistics integrations, maps, CAPTCHA, analytics, support tools, hosting providers, and operational partners. Kargoplex does not control and is not responsible for the acts, omissions, uptime, security, pricing, content, policies, or performance of third-party services.

Your use of third-party services may be subject to additional terms, and Kargoplex may suspend or change integrations at any time.

We may suspend, restrict, or terminate any account, transaction, payout, integration, listing, content, or access to the Services at any time, with or without notice, for any reason, including suspected fraud, sanctions concerns, chargebacks, excessive disputes, legal risk, inactivity, non-payment, misuse, system abuse, security threats, or violation of these Terms.

Termination does not affect accrued rights, payment obligations, reserves, indemnities, liability limits, ownership rights, or any provision intended to survive termination.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

KARGOPLEX DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, ERROR-FREE OPERATION, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR PREVENT LOSS.

KARGOPLEX DOES NOT WARRANT OR GUARANTEE ANY FREIGHT PROVIDER, FORWARDER, CARRIER, CONSOLIDATION OUTCOME, RATE, ROUTE, DELIVERY TIME, PAYMENT OUTCOME, DOCUMENT ACCEPTANCE, OR COMMERCIAL RESULT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KARGOPLEX AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, EXPECTED SAVINGS, USE, OR OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, KARGOPLEX SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM, COST, OR LIABILITY ARISING OUT OF OR RELATING TO CARGO LOSS, DAMAGE, DELAY, SPOILAGE, CONSOLIDATION ISSUES, MISROUTING, STORAGE, DEMURRAGE, DETENTION, CUSTOMS ACTIONS, REGULATORY ACTION, FRAUD BY THIRD PARTIES, CHARGEBACKS, INSURANCE GAPS, THIRD-PARTY ACTS, OR ANY FREIGHT OR PAYMENT PROVIDER PERFORMANCE FAILURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KARGOPLEX’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE AMOUNT OF PLATFORM FEES ACTUALLY PAID TO KARGOPLEX BY YOU FOR THE SPECIFIC TRANSACTION OR SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You will defend, indemnify, and hold harmless Kargoplex and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any claims, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your use of the Services;
• your cargo, business, transactions, or shipment data;
• your User Content, messages, documents, or smart documents;
• your breach of these Terms or applicable law;
• your dispute with another user or third party; or
• injury, damage, delay, customs exposure, sanctions exposure, intellectual property claims, privacy claims, or losses connected to shipments, consolidations, or platform-enabled transactions in which you participate.

These Terms and any dispute, claim, or controversy arising out of or relating to the Services or these Terms shall be governed by the laws of the State of Delaware, without regard to conflict of laws rules.

To the maximum extent permitted by law, the state and federal courts located in Delaware shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and you consent to personal jurisdiction and venue in those courts.

Before filing a claim, you agree to first contact us at support@kargoplex.com and attempt in good faith to resolve the matter informally.

• We may update these Terms from time to time. Updated Terms become effective when posted or otherwise communicated unless a later date is stated.
• If any provision is found unenforceable, the remaining provisions will remain in effect.
• Our failure to enforce any provision is not a waiver.
• You may not assign these Terms without our prior written consent. We may assign these Terms freely in connection with a merger, financing, restructuring, or sale.
• These Terms constitute the entire agreement between you and Kargoplex regarding the Services, except where supplemented by specific written agreements, order forms, API terms, or product- specific terms.

Kargoplex Inc.
Suite 230, 200 E 6th St
Austin, TX 78701
United States

General legal and support contact: support@kargoplex.com