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Organization Terms
Ambry Inc., a Delaware corporation ("Ambry"),
251 Little Falls Drive, Wilmington, DE 19808, United States.
Legal notices: legal@ambry.io | Support: support@ambry.io
Version 1.0 | Effective December 1, 2026 | Last updated October 18, 2026
‍
Business-to-business use only.
1. Scope:
These Organization Terms form part of the contractual Terms defined in Section 2.1 of the Platform Terms and apply to each eligible Organization, whether acting as a Customer, Provider or both. Capitalized terms have the meanings given in the Platform Terms. The priority and scope rules in Platform Terms Section 2.2 apply. An individual’s creation of a personal User account does not by itself register, bind or confer marketplace access on an Organization. The Privacy and Cookie Policy is a notice, not a waiver of privacy rights; the Support and Service Statement is not a service-level agreement. A Data Processing Agreement applies only if separately executed as stated in Platform Terms Section 2.1.
2. Representations:
Each Organization represents, upon registration and when using the Platform, that: (a) it is duly formed and validly existing, and in good standing where that status is applicable; (b) it has authority to enter into and perform the applicable Terms; (c) any person accepting on its behalf has actual or legally sufficient authority; (d) information supplied about its identity, registration, activities, personnel, Services, licences, insurance and tax status is accurate, complete and kept current; (e) it uses the Platform for business purposes only; and (f) after reasonable inquiry, neither it nor any person owning or controlling it is prohibited by applicable sanctions law from using the Platform or undertaking the relevant transaction. These representations do not replace any legal qualification, licence, registration or verification requirement applicable to the Organization’s actual activities (Platform Terms Sections 3.1, 6.1 and 23.5).
3. Administrators and Users:
Each Organization shall designate at least one authorized administrator, maintain accurate User roles and permissions, supervise its Users, and promptly remove or restrict Organization-level access when a User leaves or the User’s authority changes. Users may act only within their assigned permissions and actual authority. A personal User account alone grants no access to marketplace functions; eligibility, Organization association and applicable verification remain required (Platform Terms Sections 3.1 and 3.4). Subject to applicable law, the Organization is responsible for consequences properly attributable to its own failure or delay in managing authorized access. This does not excuse Ambry’s own legally actionable security or access-control failures or override non-waivable protections. Removal from an Organization does not automatically delete the User’s separate personal account (Platform Terms Section 3.5).
4. Verification:
4.1 On reasonable request, an Organization must provide available evidence of its registration, beneficial ownership, authorized representatives, tax identifiers, operating authority, insurance and other information reasonably necessary to assess eligibility, prevent fraud or comply with law. It shall promptly correct material inaccuracies and notify Ambry of material changes relevant to its eligibility or an affected Order (Platform Terms Sections 5.1 and 6.1).
4.2 Subject to applicable privacy law, Ambry may review submitted documents, reasonably available public registries and sanctions information, and use appropriate verification providers. For Stripe Connect Express accounts, Stripe conducts its own onboarding, identity and payment-eligibility checks. Ambry may receive relevant Stripe status or capability information for supported payment features, but does not conduct Stripe’s identity verification or configure a Provider’s banking details or bank payout schedule (Platform Terms Sections 5.1 and 8.2).
4.3 Any document review, displayed verification status or insurance screening is an administrative risk-screening measure only, not certification, an ongoing audit, endorsement or a guarantee of authority, compliance, coverage or performance. The Organization remains responsible for independent checks appropriate to its role and the relevant Order. Ambry retains duties that cannot lawfully be excluded (Platform Terms Sections 5.2, 13.2 and 24.1).
5. Compliance:
Each Organization is responsible for complying with the laws applicable to its actual business, role, Services and Orders, including transportation, safety, dangerous goods, customs, labour, taxes, privacy, anti-spam, anti-corruption, sanctions and trade restrictions. It must accurately disclose its actual role as carrier, broker, freight forwarder, 3PL or other intermediary and comply with Platform Terms Section 6.3 regarding misrepresentation, unauthorized reassignment or double brokering, fraud, data misuse and other prohibited conduct. This does not prohibit lawful competition or independent off-Platform relationships as preserved by Section 6.4. The Organization remains responsible for its own personnel, drivers, subcontractors and other persons engaged to perform its obligations, subject to the accepted Order Terms and applicable law.
6. Personal information of personnel:
Before submitting personal information about employees, drivers, contractors, consignees, signatories or other individuals, the Organization must provide notices and obtain consents where required by applicable law. Personal information and non-public contact details obtained through the Platform may be used only for lawful purposes reasonably related to the relevant Service or Order, security, disputes, compliance or legal rights; they may not be misused for unsolicited marketing or unauthorized disclosure (Platform Terms Sections 12.2–12.5). Ambry’s handling of personal information is described in the Privacy and Cookie Policy. Any separately executed Data Processing Agreement governs only processing within its valid scope, subject to mandatory law.
7. Insurance:
Each Organization must maintain insurance and financial responsibility required by law and appropriate to its actual role and Services. Under Platform Terms Section 24.2, a Provider undertaking the physical transportation of freight must maintain qualifying Cargo Liability Insurance covering its legal liability for cargo loss or damage, with a Platform minimum of CAD $100,000 per occurrence for a Canada-registered insured Provider Organization or USD $100,000 per occurrence for a United States-registered insured Provider Organization. The threshold is assessed in the applicable jurisdictional currency, not by a converted USD display amount. An express currency in the insurance document governs; if none is stated, Ambry may provisionally interpret it as CAD for a Canada-registered insured Organization or USD for a U.S.-registered insured Organization, subject to contrary evidence and clarification (Section 24.3). Where insurance coverage is denominated in a currency other than the applicable jurisdictional currency, eligibility shall be assessed in accordance with Platform Terms Section 24.3, using reliable evidence of the equivalent coverage amount. Brokers, freight forwarders, 3PLs and other intermediaries must maintain insurance, authority and financial responsibility appropriate to their actual legal role; a carrier-specific cargo minimum does not itself make an intermediary a carrier or establish cargo coverage. Higher limits may apply under law, an accepted Order or a requirement disclosed before commitment. Providers must promptly disclose material lapses, exclusions, reductions or other changes affecting coverage and must not knowingly accept an affected new Order without disclosure. Ambry may proportionately restrict affected Services or new bookings, but a coverage-status change alone does not automatically cancel a confirmed Order, establish cargo liability or forfeit funds (Sections 24.1–24.5). Ambry does not provide or guarantee insurance.
8. Records and cooperation:
Each Organization shall maintain shipment, business and transaction records required by applicable law, preserve reasonably relevant Order evidence (including BOL, Proof of Pickup, Proof of Delivery and communications where applicable), and reasonably cooperate with lawful investigations of suspected fraud, safety incidents, payment issues, data-security incidents or material breaches. Actual or reasonably suspected incidents materially affecting personal information obtained through the Platform or account security must be reported to Ambry without undue delay to the extent legally permitted, with reasonable containment and cooperation (Platform Terms Section 12.5). Disclosure, preservation and retention remain subject to the Privacy and Cookie Policy, confidentiality obligations, applicable Order Terms and law.
9. Independence:
Each Organization is independent of Ambry and other Organizations. Customers and Providers contract directly for confirmed Services; Ambry does not undertake to perform the Service, independently select a Provider or assume cargo custody. Except for the limited authority to submit supported payment-processing instructions expressly described in Platform Terms Sections 8.3 and 23.3, these Terms do not create an agency, partnership, employment, franchise, joint venture or fiduciary relationship with Ambry. That payment-administration authority does not by itself establish a separate Provider collection agency, escrow, trust or other regulatory exemption. Actual legal classification and non-waivable duties depend on applicable law and operations.
10. Provisions incorporated from the Platform Terms:
Platform Terms Sections 8–9 (payments and Payment Disputes), 13 (Disclaimers), 14 (Indemnification), 15 (Release), 16 (Limitation of liability), 17 (Suspension and termination), 19 (Governing law and dispute resolution), and 20–24 apply to these Organization Terms to the extent relevant, as provided in Platform Terms Section 2.3. Section 23.4 governs the rights of Protected Parties. The aggregate limitation in Section 16.2 is a single cap across the Terms, not a separate cap created by this document; the exceptions and mandatory-law protections in Section 16.3 remain effective. In an actual conflict, Platform Terms Section 2.2 determines priority.
11. Authority and account acceptance:
11.1 Authorized acceptance. The person registering an Organization represents that the person has actual or legally sufficient authority to bind that Organization. During Organization registration, the applicable Organization Terms must be presented with a reasonably conspicuous opportunity to review and retain them, followed by a separate affirmative acceptance action by an authorized representative. Prior acceptance of the Platform Terms, User Account Terms or End User License Agreement when creating a personal User account does not, by itself, establish the Organization’s assent. The Commercial Closed Beta Participation Agreement, if applicable, requires its own separate affirmative acceptance before beta access. The applicable Customer Order Terms or Provider Order Terms, together with Schedule A for freight transportation Services, must be made available and affirmatively accepted at booking as required by Platform Terms Section 3.3. An Organization is bound only to the extent valid assent and authority are established under applicable law.
11.2 Account governance and reliance. The Organization shall keep administrator contact details, roles and permissions current; promptly revoke no-longer-authorized access; and notify Ambry without undue delay of known material compromise, unauthorized access or revocation that cannot be completed through available controls. Subject to Platform Terms Sections 3.4 and 12.5 and applicable law, Ambry may reasonably rely on authenticated actions within assigned Organization permissions until effective notice or revocation. This does not excuse Ambry’s own breach, negligence, security failures or non-excludable legal duties. Suspension or removal of access does not by itself extinguish accrued Orders, funds or other rights (Sections 3.5 and 17.3).
11.3 Evidence and changes. Ambry may retain reasonably maintained, tamper-evident evidence identifying the Organization, accepting User, document identifier, version and content hash, timestamp, affirmative acceptance action and relevant account context, subject to privacy and security requirements. Such records are rebuttable evidence and do not create an irrebuttable presumption of assent or authority. Material amendments are governed by Platform Terms Sections 20.1–20.3, including applicable notice and affirmative-acceptance requirements; amendments do not retroactively alter confirmed Orders. Mandatory language and electronic-acceptance requirements remain applicable under Platform Terms Sections 22 and 23.7.
© 2026 Ambry Inc. |  Version 1.0  |  Effective December 1, 2026