Capitalized terms have the following meanings in these Platform Terms and in every other document that forms part of the Terms.
‍"Ambry", "we" and "us" mean Ambry Inc., a Delaware corporation.
‍"Platform" means Ambry's websites, web application, application programming interfaces and related online services.
"Organization" means a business entity registered on the Platform.
"User" means an individual who creates a personal Platform account or is authorized by an Organization to use the Platform on its behalf. A personal User account may be created before association with any Organization, including through an enabled Google sign-in method or direct email registration. Such an account is an authentication and account-setup credential only: it does not establish business status or authority and, without an eligible Organization association, grants no access to marketplace or other Organization-level business features. A User may not act for or bind an Organization without sufficient authority.
‍"Customer" means an Organization that uses the Platform to request logistics services.
"Provider" means an Organization that offers logistics services through the Platform.
"Service" means a logistics service or offer published by a Provider on the Platform, including its description, lane or route (where applicable), equipment, availability, rates, accessorial charges and applicable service conditions. "Service Conditions" means the conditions published for a Service, including any disclosed limitation of cargo liability where the Service involves transportation.
"Request" means a request that a Customer creates and registers on the Platform to find a logistics Service that meets its requirements. Creating or publishing a Request does not itself constitute a booking or an Order.
"Order" means a Request converted into a confirmed booking for a specified Service after the Customer has affirmatively confirmed the booking and the selected Provider has affirmatively accepted it through the Platform. A Request, search result, Service publication or payment authorization alone does not create an Order.
"Order Terms" means the Customer Order Terms and the Provider Order Terms. The identical Minimum Carriage Terms in Schedule A to those documents apply only to Orders for transportation of goods.
"Platform Fee" means a fee charged by Ambry in connection with use of the Platform or a confirmed Order, including any applicable cancellation-related fee, in each case only if its amount or calculation and the circumstances in which it applies are disclosed to the party responsible before the relevant commitment.
‍"Payment Processor" means Stripe and its applicable affiliates for Orders processed through Stripe Connect, or another duly authorized payment service provider expressly identified by Ambry for an enabled payment flow. A change of payment flow is subject to the applicable processor agreements, required disclosures and law.
‍"Proof of Pickup" and "Proof of Delivery" apply only to freight transportation Services and mean the records confirming pickup and delivery of goods (such as a signed bill of lading, signature, photograph or time-stamped confirmation) that a Provider uploads to the Platform."Protected Parties" means Ambry, its present and former affiliates, and each of their respective founders, shareholders, directors, officers, employees, developers, independent contractors, representatives, successors and permitted assigns, in each case solely in connection with activities performed for or on behalf of Ambry. No Protected Party is released from liability that applicable law prohibits excluding.
‍"Terms" has the meaning given in Section 2.1.

2.1 Agreement documents. These Platform Terms, the User Account Terms, the Organization Terms, the End User License Agreement and, during an invitation-only commercial beta, the Commercial Closed Beta Participation Agreement (the “Beta Agreement”), together with the applicable Customer Order Terms or Provider Order Terms and, for transportation Orders only, their identical Schedule A Minimum Carriage Terms, collectively form the contractual terms governing the Platform (the “Terms”). An individual User accepts the Platform Terms, User Account Terms and End User License Agreement in the User’s individual capacity when creating a personal account. Creating a personal account does not, by itself, bind any Organization. An Organization becomes bound by the Organization Terms and other applicable Terms only when a duly authorized representative accepts them on its behalf, or when such acceptance is otherwise validly established under applicable law. The applicable Customer Order Terms or Provider Order Terms are accepted separately by the relevant party before confirming or accepting a booking, as applicable. A Request does not become an Order until the Customer has affirmatively confirmed the booking and the selected Provider has affirmatively accepted it through the Platform. The Privacy and Cookie Policy is provided as a privacy notice and applies in accordance with applicable law. The Support and Service Statement describes the support available through the Platform and creates binding commitments only where expressly stated. A Data Processing Agreement (“DPA”) applies only if separately executed by Ambry and the relevant Organization.
‍2.2 Priority and scope. Mandatory applicable law prevails. Subject to that rule, where provisions actually conflict: (a) an executed DPA governs only its covered processing; (b) the applicable Customer Order Terms or Provider Order Terms govern the relevant Order, with the common Schedule A applying only to transportation Orders; (c) the Beta Agreement governs only invitation, early-access features, beta feedback and beta suspension, and never overrides Order payment, cancellation, cargo or statutory rights; (d) the Organization Terms; (e) these Platform Terms; and (f) the User Account Terms and End User License Agreement. The Support and Service Statement is not a service-level agreement. The Privacy and Cookie Policy does not waive or limit statutory privacy rights. Ambry is not a party to the Customer–Provider agreement evidenced by a confirmed Order.
‍2.3 Incorporation. Sections 8–9 (payment administration and cargo-claim distinctions), 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 the extent relevant, throughout the Terms, including the Beta Agreement. Section 16 establishes one aggregate cap, not a separate cap for each document or Order, subject to its stated exclusions and mandatory law.

3.1 Business use only. The Platform is intended solely for business use by Organizations and their duly authorized Users. An individual who has reached the age of majority where the individual resides may create a personal User account through an enabled Google or other third-party sign-in method or by direct email registration, without having formed, registered or joined an Organization. Personal registration does not establish that the individual is a business or is authorized to represent one. Unless and until the User creates an eligible Organization or is duly admitted to an existing eligible Organization, and the applicable Organization acceptance and eligibility requirements are satisfied, the User has no access to the marketplace or its business features, including Service listings, Requests, bookings, Orders, Organization dashboards, counterparty communications, commercial data or payment functions. Access before that point is limited to sign-in, account security and personal-account administration, Organization creation or application, invitation acceptance, and other functions strictly necessary to establish eligible Organization access. Once associated with an Organization, access remains limited to the User’s assigned permissions and applicable verification requirements. A personal account alone does not authorize any commercial transaction or bind an Organization. The Platform is not offered for personal, family or household transactions.
3.2 Geographic scope. The Platform is intended for eligible logistics Services within the United States and Canada, including Services provided domestically in either country and cross-border Services between the two countries, where applicable. Freight transportation Services may involve domestic shipments within either country or cross-border shipments between them. Mexico is outside the Platform’s geographic scope. No particular city, state, province, lane, origin, destination, corridor or minimum geographic concentration is required. Customers independently create Requests and select Services, while Providers independently publish Services and accept or reject bookings, wherever the Platform is enabled. Ambry may limit, delay, suspend or disable a jurisdiction, route, User, Service type, shipment type or feature where required by law, regulatory status, payment processing, sanctions, insurance eligibility or operational safety. Availability of a feature or route is not a representation that a regulatory license has been granted. The origin of the first commercial Order does not limit the Platform’s geographic scope. Duly authorized Users acting through eligible Organizations may create Requests, publish Services and confirm or accept eligible Orders wherever lawful and operationally enabled within the stated United States–Canada scope, subject to Section 3.1 and their assigned permissions.
3.3 Electronic acceptance and evidence. An individual creating a User account, whether through Google or another enabled third-party sign-in method or through direct email registration, must take a separate affirmative acceptance action after a reasonably conspicuous opportunity to review and retain the Platform Terms, User Account Terms and End User License Agreement in the User’s individual capacity; use of third-party sign-in does not replace acceptance. The Privacy and Cookie Policy is provided as a notice. Registration of a personal User account alone does not establish an Organization’s assent. When an Organization is registered, a representative with actual or legally sufficient authority must separately affirmatively accept the Organization Terms on its behalf. Invited beta participants separately accept the Beta Agreement. A Customer may register a Request without thereby creating an Order. Before the Customer confirms a booking of a selected Service, it must be given access to and accept the Customer Order Terms and, for freight transportation Services, Schedule A. Before the Provider accepts that booking, it must be given access to and accept the Provider Order Terms and, for freight transportation Services, Schedule A. Each party must be shown the applicable Service charge, its own Platform Fee, material Service Conditions and applicable cancellation consequences before its booking confirmation or acceptance. Ambry may retain tamper-evident records of the document version and content hash, Organization (where applicable), accepting User, timestamp, acceptance action, Request and Order identifiers, and disclosed charges. Electronic records may be used as evidence, subject to applicable law; a system log is rebuttable evidence and not an irrebuttable presumption of assent.
3.4 Authority and reliance. A User accepting on behalf of an Organization represents that the User is authorized to bind that Organization. Each Organization, through its authorized administrators, is responsible for inviting, approving, assigning permissions to, supervising and promptly removing or revoking the Organization-level access of its Users when their employment, engagement, role or authority ends or changes. The Organization must promptly notify Ambry of any relevant compromise or revocation that it cannot complete through the available controls. A User must cease acting on behalf of an Organization when the User’s authority ends. To the extent permitted by law, the Organization bears responsibility for the consequences of its own failure or delay to manage or revoke such access, and Ambry has no independent duty to monitor the Organization’s personnel or employment relationships. Ambry may reasonably rely on actions taken through an authenticated Organization account until it receives notice of compromise or revocation or the revocation is effective in the Platform. This allocation does not excuse Ambry’s own breach of applicable security, access-control or other legal obligations, or limit liability that cannot lawfully be excluded.
3.5 Organization removal and personal-account continuity. When a User’s membership in or authority for an Organization is revoked or removed in the Platform, the User loses access to that Organization’s business features, records, communications and permissions. Removal from an Organization does not, by itself, delete the User’s separate personal account. If the User has no other eligible Organization association, the account reverts to the limited authentication and account-setup functions described in Section 3.1, without access to any marketplace business features. An Organization’s closure or a User’s removal does not extinguish accrued Organization or Order obligations, which remain governed by the applicable Terms. Ambry may independently restrict or terminate an individual account under Section 17 and applicable law.

4.1 Independent marketplace. Ambry operates a technology marketplace through which Providers independently offer logistics Services and Customers independently seek and select them. A Request becomes a binding Order only after the Customer confirms the booking and the selected Provider accepts it through the Platform. Any search, ranking or matching feature is a non-binding aid, not a Provider assignment, endorsement or performance guarantee. Ambry does not set Provider Service rates, direct performance or assume custody of cargo. Each party is responsible for its own decisions, representations and performance, subject to mandatory law.Ambry may use an automated matching engine to identify, rank, display and recommend Services and Providers based on the requirements of a Customer’s Request and information published by Providers. Matching results and recommendations are provided solely for informational and decision-support purposes; they are not mandatory and do not constitute the assignment of a Provider, a booking or an Order. Ambry does not require a Customer to select any recommended Service or Provider, nor does it require a Provider to accept any booking. The final choice of Service and Provider rests exclusively with the Customer, and the decision to accept or reject a booking rests exclusively with the selected Provider. No recommendation, ranking or matching result guarantees the suitability, availability, performance or outcome of any Service. Ambry does not choose or assign a Provider for a Customer, negotiate or set Provider rates, issue dispatch instructions, undertake to perform the Service, or take possession, custody or control of cargo. Each party remains responsible for its own representations and performance. This description reflects the intended operating model, not a legal exemption: applicable legal classification depends on actual conduct, and no provision limits non-waivable regulatory obligations.
4.2 Ambry is not a party to the underlying Customer–Provider Service agreement and does not undertake to transport, store, handle or insure cargo, unless expressly agreed in a separate signed agreement. Operating the Platform does not, by itself, make Ambry a motor carrier, freight broker, freight forwarder, warehouseman or insurer, or exempt it from any such regulation. Any legal classification, licensing, registration and non-waivable duty is determined by Ambry’s actual activities and applicable law, regardless of the descriptions used in these Terms.
4.3 Ambry facilitates supported payments and Provider transfers through a third-party Payment Processor as described in Section 8. This administrative role does not make Ambry the Provider of the underlying logistics Service or a guarantor of either party’s performance or payment, except for obligations that Ambry expressly assumes or cannot lawfully exclude.
‍4.4 Ambry does not provide cargo, liability or any other insurance.

5.1 Eligibility and verification. Ambry may request information, review available records and restrict access where reasonably necessary to assess identity, authority, insurance, compliance or Platform integrity. For Stripe Express accounts, Stripe conducts its own onboarding, identity and payment-eligibility checks; Ambry receives relevant account and capability statuses to determine whether supported payment features may be used. Stripe approval does not constitute Ambry certification, and neither party’s independent legal obligations are waived.
‍5.2 Verification limitations. Verification indicators, insurance records, ratings and other Platform information may be incomplete or become outdated. They do not constitute an audit, endorsement or guarantee of legal authority, safety, insurance coverage, solvency or performance. Organizations must undertake appropriate independent checks, and Ambry retains any non-waivable duties imposed by law.
‍5.3 Trust and safety. Ambry may require further information, restrict listings or access, suspend accounts, or take proportionate protective measures for reasonably suspected fraud, repeated cancellations, safety or compliance concerns, or material breaches. Payment holds or adjustments are permitted only as provided in Sections 8–9, processor terms and applicable law. Ambry will provide notice and a reasonable opportunity to respond where practicable and lawful. Suspension alone does not forfeit funds properly owed.

6.1 Each Organization must provide accurate, complete and current information, including about its identity, authority, licences, insurance, Services, cargo, dangerous goods and tax status, and must promptly update that information when it changes.
6.2 Each Organization must comply with all laws that apply to its activities, including transportation, safety, dangerous goods, customs, labour, tax, privacy, anti-spam, anti-corruption and sanctions laws.
‍Cross-border shipments. The contracting parties are responsible for determining applicable customs, export/import, trade sanctions, security, tax, immigration and border documentation obligations. Neither a published Service nor a booking represents that a Provider holds authority to perform a particular cross-border movement. No transportation Order involving Mexico is supported or authorized through the Platform.
6.3 No Organization or User may:

(a) impersonate another person, use another carrier's operating authority, or misrepresent its identity or affiliation;
(b) re-broker, double-broker, reassign, subcontract, interline or otherwise transfer responsibility for a confirmed transportation Order to another person or entity unless expressly permitted by the applicable Provider Order Terms and all legally required authority, prior consents and disclosures are in place. Lawful co-brokering or authorized subcontracting is not prohibited solely by its label; the parties must accurately disclose their actual roles and comply with applicable law and the accepted Order;
(c) post false, misleading or fictitious Services or Requests;
(d) tender or carry unlawful goods or undeclared dangerous goods;
(e) intentionally evade disclosed Platform Fees payable on a confirmed Order, including by misrepresenting an Order’s cancellation or completion. Lawful cancellation under the applicable Order Terms does not itself constitute fee evasion. Once a confirmed Order and its accrued obligations are settled, the parties remain free to arrange future independent off-Platform business without an Ambry fee solely for that introduction;(f) scrape, harvest or extract data from the Platform by automated means without Ambry's written consent;(g) probe, test or interfere with the security or operation of the Platform, except for good-faith security research that complies with Section 4 of the End User License Agreement;
(h) use another Organization's information for any purpose other than performing the relevant Order, including for unsolicited marketing; or
(i) use the Platform for fraud, money laundering, sanctions evasion or any other unlawful purpose;

(j) fraudulently divert or interfere with a confirmed Order, misrepresent the identity or authority of a Customer, Provider or performing carrier, or use deception to redirect a shipment, payment or business communication;
(k) scrape, harvest, export, sell, license, or otherwise exploit non-public Platform data, user or Organization contact details, shipment records, pricing or other protected information without lawful authority and any consent required under these Terms;
(l) copy, reproduce, misappropriate, commercially exploit or attempt to obtain protected Platform source code, software, original interface designs, databases, documentation, proprietary implementations or trade secrets, except as expressly authorized or permitted by non-waivable law; or
(m) use Ambry’s trademarks, branding, protected materials or non-public information to impersonate Ambry, falsely imply its endorsement, or market a deceptive or unauthorized service.
6.4 Lawful competition and independent relationships. Ambry does not claim ownership of Customers, Providers, their independent business relationships, general ideas or unprotectable service concepts. Nothing in Section 6.3 prevents lawful competition, independent development, the use of lawfully obtained public information, or future independent off-Platform dealings permitted by Section 6.3(e). This does not excuse fraud, misuse of protected information, infringement, or non-payment of a validly disclosed fee arising from a confirmed Order. No automatic penalty or liquidated damages arise under this Section.
6.5 Transportation integrity. A Provider must accurately state whether it acts as a carrier, freight broker, freight forwarder, 3PL or other intermediary, and must not conceal an unauthorized reassignment or substitution of the party actually responsible for performance. Where reasonably necessary to assess compliance, Ambry may request supporting authority, insurance, identity and Order records. Such review is a protective measure, not a certification of a participant or an assumption of carriage obligations. Any suspected unauthorized double brokering or reassignment may be addressed under Sections 5.3 and 17, subject to Sections 8–9 and applicable law.

7.1 Booking and Order formation. A Request is not an Order. An Order is formed only when the Customer affirmatively confirms the selected Service and the Provider affirmatively accepts it. The accepted Order records the direct Customer–Provider agreement; Ambry is not a party to that agreement. A payment authorization alone does not create an Order.
‍7.2 Order terms. The confirmed Service description, disclosed charges, applicable Service Conditions and accepted Order Terms govern each Order. Schedule A Minimum Carriage Terms applies only to freight transportation Orders and remains subject to mandatory carriage law. Any agreed changes must be recorded or otherwise validly established.
‍7.3 Charges and transparency. Provider Service charges are separate from Ambry Platform Fees. Ambry does not set Provider Service rates or impose undisclosed Platform Fees. Applicable fees and cancellation consequences must be disclosed to the party responsible before booking confirmation or acceptance.
‍7.4 Pre-pickup cancellations and Provider reliability. After Order confirmation, a Customer-initiated cancellation before pickup is subject to the disclosed non-refundable Customer Platform Fee; a Provider-initiated cancellation before pickup results in full release or refund to the Customer and may create a disclosed Provider cancellation-related fee under Section 8.6. Provider-initiated cancellations may adversely affect the Provider’s rating. Repeated cancellations may result in review or suspension under Section 17.2. The applicable Order Terms govern other cancellation circumstances, including after pickup, subject to mandatory law.

8.1 Fee disclosure. Before the relevant party confirms or accepts a booking, Ambry discloses the applicable Service charges, Platform Fees, taxes and material cancellation-related charges or calculation methods. A Request alone does not incur an Order fee. No hidden or undisclosed Platform Fees apply.
‍8.2 Stripe Express. Supported payments are processed through Stripe Connect Express under Stripe’s applicable agreements. Providers must complete and maintain their own Stripe onboarding, verification, banking information and account eligibility directly with Stripe. Ambry facilitates account connection and receives relevant status and capability information; it does not perform Stripe’s identity verification or provide banking or payout-schedule configuration controls. Stripe may restrict or delay processing, transfers or bank payouts. Ambry’s own obligations under its processor agreements and applicable law remain unaffected.
‍8.3 Payment administration and authority. For enabled Orders, Ambry uses Stripe Connect Separate Charges and Transfers: the Customer charge is processed on Ambry’s Stripe platform account and a Provider transfer is separately initiated when due. Each Provider authorizes Ambry to use necessary account-status and transaction information and to submit supported payment, refund, transfer, reversal and reconciliation instructions solely to administer Orders, enforce these Terms and comply with law. The Provider’s transferable amount is the confirmed Service charge less only disclosed fees and lawful, documented adjustments. A card authorization is not payment; a Customer payment actually received and not reversed is credited toward the corresponding Order obligation, and duplicate recovery is prohibited. Stripe may charge Ambry for refunds, chargebacks and processor liabilities, without preventing properly documented recovery from the responsible party under Sections 8.7–8.8. This arrangement does not, by itself, create an escrow, trust or separate Provider collection agency, guarantee Stripe approval, or establish any regulatory exemption. Mandatory payment obligations remain applicable.
‍8.4 Authorization and collection. Ambry may obtain a payment authorization in connection with booking and may capture an authorized charge in accordance with the disclosed Order payment terms and processor rules. For freight transportation Orders, ordinary Service payment is intended to be captured following pickup, subject to payment availability and verification. Where a Customer cancels a confirmed Order before pickup, Ambry may collect only the applicable, previously disclosed and authorized Customer cancellation-related Platform Fee, if permitted by law and processor rules. An authorization may expire and does not guarantee payment. Any enabled non-transportation Service is subject to its separately disclosed and accepted payment conditions.
‍8.5 Provider transfers and bank payouts. For freight transportation Orders, the Customer has seventy-two (72) consecutive hours to raise a Payment Dispute after Proof of Delivery and notice have been made available through the Platform. Absent a timely dispute, Ambry will arrange the Provider’s net transfer through Stripe, subject to available funds, processor eligibility, lawful holds, refunds, reversals and the confirmed Order. A timely dispute may delay the disputed amount; undisputed sums may be transferred where permitted. Ambry’s obligation for a particular transfer is satisfied only when Stripe confirms and records its successful execution to the correct connected account in the correct amount, subject to corrections, reversals and applicable law. A failed transfer must be addressed as required by these Terms and law. Subsequent bank payouts are separate Stripe operations governed by the connected account’s settings and Stripe terms; Ambry does not control the Provider’s banking details or guarantee bank-arrival timing. No transfer or bank payout timing overrides mandatory rights. Non-transportation Orders follow their separately accepted payment and review terms.
‍8.6 Platform Fees and cancellations. A Platform Fee accrues upon confirmation of an Order by both parties only to the extent its amount or calculation and triggering circumstances were disclosed to and accepted by the party responsible before that confirmation. Accrual does not mean that payment has been captured or collected. If a Customer cancels a confirmed freight transportation Order before pickup, the disclosed Customer Platform Fee remains payable and non-refundable, subject to mandatory law; other uncaptured authorizations must be released and other captured amounts refunded as applicable. If the Provider cancels before pickup, the Customer owes no Platform Fee for that Order and receives a full refund of amounts captured, or release of uncaptured authorizations. A Provider cancellation-related fee may accrue only if separately disclosed to and accepted by the Provider before accepting the Order, and only in the disclosed amount or according to the disclosed calculation. During MVP, Ambry may record such amounts internally but will not automatically charge them or deduct them from Provider transfers. Any later collection or set-off, including of a previously accrued amount, requires a valid pre-existing payment obligation, advance notice of the proposed collection method, any required authorization or acceptance, and compliance with Stripe rules and applicable law. A later amendment or notice alone cannot create a fee for an earlier Order. Other fee refunds are governed by the applicable Order Terms and mandatory law.
‍8.7 Refunds, reversals and set-off. Ambry may administer refunds, reversals or adjustments required by an Order cancellation, agreement of the parties, a payment-dispute outcome, processor rules, documented fraud or applicable law. A Provider-initiated cancellation before pickup requires full release or refund to the Customer, including any Ambry Platform Fee. A refund or chargeback of a Customer payment does not automatically reverse a completed Provider transfer. Ambry may seek reimbursement or offset only for disclosed, properly attributable and documented amounts, subject to processor capabilities, applicable law, notice where reasonably practicable and the restrictions on MVP cancellation-fee collection in Section 8.6. No double recovery or undisclosed Platform Fee is permitted. Mandatory card-network and statutory rights remain unaffected.
‍8.8 Allocation of payment losses. Each party bears direct, reasonably documented payment losses, processor charges or reversal amounts properly attributable to its breach, fraud, misrepresentation, nonperformance or authorized transactions, to the extent lawful. Ambry will provide a reasonable explanation and opportunity to contest a recovery, except where urgent action is justified by law, fraud prevention or processor deadlines. Amounts already recovered must be credited. This Section does not shift losses caused solely by Ambry’s own non-excludable misconduct, and a card chargeback does not determine cargo liability.
‍8.9 Payment and regulatory compliance. Ambry may limit, suspend or disable any payment feature, Order, route or transfer where reasonably necessary to comply with applicable law, processor requirements or a material compliance concern. U.S.–Canada transfers are available only where supported for the actual account types, countries, currencies and funds flow. Neither the description of Ambry as a marketplace nor the use of Stripe establishes an exemption from transportation-broker, payment-services, money-transmission, registration, safeguarding or other regulatory requirements. Regulatory status and any licensing, registration, reporting or other obligations depend on actual activities and applicable law. Ambry makes no representation that it holds a particular regulatory authorization unless it expressly confirms that status in writing. Nothing in these Terms limits mandatory obligations.
‍8.10 Taxes. Each Organization is responsible for its own taxes. Ambry may collect taxes on Platform Fees where required. The Payment Processor or Ambry may issue tax information reports where required by law.
‍8.11 Currency. MVP prices and payments are displayed in USD unless the Platform expressly displays another currency. Currency conversion, if any, is performed by the Payment Processor or card issuer under its applicable terms.
‍8.12 No escrow or performance guarantee. Ambry does not offer escrow, cargo insurance or a guarantee of Provider performance. Payment processing through Stripe does not mean Order funds are held in an Ambry operating bank account or legally segregated in escrow or trust. The treatment and availability of funds are governed by the actual processor arrangements and mandatory law. Ambry is not responsible for independent third-party outages or delays except to the extent caused by its own breach of a non-excludable obligation or otherwise required by law.

9.1 Payment Disputes. For freight transportation Orders, the Customer may open a Payment Dispute during the seventy-two (72) consecutive hours beginning only when both Proof of Delivery and the related notice have been made available through the Platform. Ambry may rely on reasonably maintained Platform records to establish when those events occurred, subject to correction of demonstrated errors and applicable law. A timely dispute may suspend transfer of the disputed amount where legally and technically permitted. The parties must cooperate in good faith and provide reasonably requested evidence. If Proof of Delivery is unavailable, the Customer may contact support@ambry.io with the Order identifier and supporting information. Non-transportation Orders follow their separately accepted review terms. This administrative process does not limit mandatory chargeback, cargo-claim or statutory rights.
‍9.2 Administrative payment review. Where the parties do not resolve a timely Payment Dispute, Ambry may consider reasonably available Order records and submissions from both parties and direct an appropriate release, refund or adjustment of disputed funds. Ambry will act in good faith, give each party a reasonable opportunity to respond and communicate the material basis for its determination. Ambry may reasonably rely on apparently authentic records unless material contrary evidence is brought to its attention; it is not required to conduct an independent cargo survey or full legal investigation, except to the extent required by law. Any determination concerns payment administration only, is subject to Stripe capabilities, available funds and applicable law, and does not finally decide cargo liability, insurance coverage or other legal rights. No fixed review deadline is guaranteed.
‍9.3 Limited effect. By administering a Payment Dispute, Ambry does not become a court, arbitrator, motor carrier, freight broker, insurer, cargo surveyor or guarantor, nor does it assume a duty to adjudicate the underlying Customer–Provider dispute. A good-faith administrative payment determination does not bar any party from pursuing legal remedies or exercising non-waivable rights. Liability for such determinations is excluded only to the extent permitted by applicable law and does not exclude Ambry’s own non-excludable obligations.
‍9.4 Reconsideration. Either party may request reconsideration of a payment hold or administrative outcome by contacting support@ambry.io with the Order identifier and material supporting evidence. Ambry may reconsider or revise an outcome where legally and operationally possible. A reconsideration request does not, by itself, stay or reverse a payment instruction, transfer or refund already permitted under these Terms, unless Ambry expressly directs otherwise or applicable law or processor rules require it. Mandatory rights remain unaffected.
‍9.5 Cargo claims. For freight transportation Orders, claims for cargo loss, shortage, damage or delay must be directed to the party or parties legally responsible under the confirmed Order, Schedule A and applicable law, having regard to each participant’s actual role as a carrier, broker, freight forwarder, 3PL or other service provider. The responsible party is not necessarily the Provider shown on the Platform, and liability is not established solely by a Platform label. Where applicable, U.S. carrier claims may be subject to 49 U.S.C. § 14706 and 49 C.F.R. Part 370; Canadian and cross-border carriage requirements apply according to the actual movement and governing law. The seventy-two-hour payment review does not shorten, extend or extinguish any cargo-claim period or non-waivable remedy. Ambry may facilitate the exchange of available Order records, subject to privacy and confidentiality law, without thereby assuming carrier, broker, insurer or claims-adjuster obligations that do not otherwise apply by law.

10.1 Platform intellectual property. Ambry and its licensors retain all applicable intellectual property and proprietary rights in the Platform and its protected software, source code, original interfaces and designs, documentation, databases, compilations, trademarks, proprietary technical implementations, algorithms and confidential know-how. Access is licensed, not sold, under the End User License Agreement. Protection of a feature, workflow or service concept applies only to the extent recognized by applicable intellectual property, trade secret, contract or other law; this Section does not claim exclusive ownership of abstract ideas, general functionality or independently developed work.
10.2 Organization content and limited licence. Each Organization retains ownership of the published Services, rates, messages, shipment documents and other content it lawfully submits to the Platform. The Organization grants Ambry a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, format, transmit, display to authorized recipients and otherwise process that content only as reasonably necessary to operate, secure, support and improve the Platform, administer Orders and payments, prevent fraud, comply with law, and exercise or defend legal rights. This licence does not transfer ownership of an Organization’s content, authorize disclosure of its non-public commercial terms to unrelated Organizations, or permit the use of identifiable personal information for model training beyond a lawful, properly disclosed purpose.
10.3 Voluntary feedback. An Organization may provide ideas, suggestions, feature requests, bug reports or other feedback about the Platform. To the extent the Organization has the right to do so, it grants Ambry a perpetual, irrevocable, worldwide, non-exclusive, royalty-free right to use, reproduce, adapt and incorporate that feedback into the Platform and related products without attribution or compensation. This licence does not authorize Ambry to disclose the Organization’s Confidential Information or personal information contrary to Section 11, the Privacy and Cookie Policy or applicable law, and does not transfer ownership of unrelated pre-existing materials.
‍10.4 Aggregated analytics and market insights. Ambry may generate, analyze, retain, use, improve, commercialize, license and distribute aggregated or appropriately de-identified statistics, benchmarks, trends, indices, reports and other analytical insights derived from lawful Platform activity, including shipment demand, pricing ranges, route patterns, service availability, capacity and marketplace performance (collectively, "Aggregated Insights"). Ambry may use Aggregated Insights for Platform operations, security, fraud prevention, product development, business planning, research, lawful commercial reporting and the creation and provision of analytics products and services to third parties. Before external disclosure, Ambry will apply reasonable aggregation or de-identification measures appropriate to the data and intended disclosure so that Aggregated Insights do not reasonably identify an individual, a specific Organization or Order, or reveal another party’s non-public rates, negotiated terms, shipment details or other Confidential Information. Ambry will not intentionally attempt to re-identify de-identified personal information for these purposes. As between Ambry and an Organization, Ambry owns its independently developed analytical methods, models, compilations, reports and analytics products, subject to the Organization’s continuing rights in its underlying content and data; this Section does not transfer ownership of such underlying content or authorize the sale or disclosure of identifiable personal information or another party’s Confidential Information. All collection, processing, retention, use and disclosure under this Section remain subject to Section 11, the Privacy and Cookie Policy, any applicable executed Data Processing Agreement and applicable privacy, competition and other laws.
10.5 Restrictions and retained rights. Except as expressly authorized by the Terms, the End User License Agreement or non-waivable law, no Organization or User receives any right to reproduce, redistribute, sublicense, commercialize or exploit Ambry’s protected technology, content or marks. Any legally protected rights and remedies of Ambry and its licensors are reserved. This Section does not limit an Organization’s ownership of its content under Section 10.2 or lawful use of Aggregated Insights under Section 10.4.

11.1 "Confidential Information" means non-public information that an Organization or Ambry receives through or in connection with the Platform and that is marked confidential or would reasonably be understood to be confidential in context, including counterparty rates, shipment details, business contacts, non-public account and transaction records, security information, and Ambry’s non-public product plans, proprietary technical implementations, algorithms, protected workflows, fraud-prevention methods and trade secrets. General functionality observable lawfully in public use is not confidential merely because it is available on Ambry.
11.2 The recipient shall use Confidential Information only as reasonably necessary to perform an accepted Order, administer the Terms, comply with law or enforce legal rights; protect it using at least reasonable care; and disclose it only to personnel, contractors, insurers and professional advisers with a legitimate need to know and suitable confidentiality obligations. Non-public rates, pricing formulas, counterparties’ shipment details, capacity information, user and Organization contact information, and other protected commercial data obtained through the Platform must not be unlawfully disclosed, published, sold, scraped, used to reconstruct another Organization’s non-public business intelligence, or exploited to fraudulently divert confirmed Orders. The recipient must not disclose or misuse Ambry’s non-public technical, security or commercial information to develop or operate an unauthorized service. This clause does not prohibit Customers and Providers from independently arranging future lawful off-Platform shipments as permitted by Section 6.3(e), lawful competition, or the use of information independently obtained without breach of a duty.
11.3 These obligations do not apply to information that is or becomes public through no fault of the recipient, was lawfully known to the recipient without restriction, is independently developed, or must be disclosed by law or court order (in which case, where lawful, the recipient will give prompt notice). They continue for three (3) years after the end of the recipient's use of the Platform, and for trade secrets for as long as they remain trade secrets.
11.4 Return, deletion and permitted retention. Upon termination or a reasonable written request by the disclosing party, the recipient shall, within a reasonable period, return or securely delete Confidential Information under its control that is no longer required for a permitted purpose, subject to applicable law, documented retention obligations, legitimate dispute preservation, security records, and routine backup cycles. Retained information remains protected by this Section for the applicable period and must not be used for unrelated purposes. Nothing in this Section requires deletion of a party’s own independently held records or overrides statutory privacy, evidence-preservation or other mandatory requirements.

12.1 Ambry handles personal information as described in the Privacy and Cookie Policy, subject to applicable privacy law. The Privacy and Cookie Policy is a notice of practices and rights, not a waiver of statutory privacy protections.
12.2 An Organization that submits personal information about other individuals, such as drivers, employees, consignee contacts or signatories, represents that it has given any notices and obtained any consents that applicable law requires for that submission.
12.3 Permitted use of counterparty personal information. To the extent each Customer or Provider independently determines the purposes and means of processing personal information received through the Platform, it is responsible for complying with applicable privacy and data-protection laws. Such information may be used only as reasonably necessary to perform or administer the relevant Order, communicate about the Service, protect safety or security, resolve disputes, comply with law or exercise lawful rights. An Organization shall not use Platform-derived personal information or non-public contact lists for unsolicited marketing, spam, unauthorized solicitation, sale of contact databases, identity misuse or other purposes lacking a lawful basis or required consent. Nothing in this Section prohibits lawful independent business relationships, communications or marketing based on information independently and lawfully obtained outside the Platform, subject to applicable law and enforceable obligations under these Terms.
12.4 Data-protection roles and processing agreements. Each party’s status as controller, processor, service provider or other regulated role is determined by the actual processing activities and applicable law, not solely by the labels used in these Terms or the execution of a separate agreement. Where Ambry processes personal information strictly on an Organization’s behalf, the Data Processing Agreement applies if and to the extent validly executed or otherwise made binding in accordance with Section 2.1. The absence of an executed Data Processing Agreement does not waive any mandatory data-protection obligations. Where applicable law requires additional contractual terms for a particular processing activity, the parties shall cooperate in good faith to put appropriate terms in place before undertaking that activity.
12.5 Data security and incident cooperation. Each Organization shall implement reasonable technical and organizational safeguards appropriate to the nature and sensitivity of personal information it receives or processes through the Platform, including measures to prevent unauthorized access, disclosure, alteration and loss. If an Organization becomes aware of an actual or reasonably suspected security incident materially affecting personal information obtained through the Platform or the security of its Platform account, it shall notify Ambry without undue delay, to the extent legally permitted, provide information reasonably available to it, take reasonable containment and remediation measures, and cooperate with Ambry in investigating the incident and meeting applicable legal obligations. Notifications under this Section do not replace any legally required notices to regulators, affected individuals or other parties, and nothing in this Section modifies mandatory statutory notification deadlines or allocates legal responsibility contrary to applicable law.

13.1 To the maximum extent permitted by applicable law, the Platform, published Services, matching and search results, verification results, content and integrations are provided "as is" and "as available", and Ambry disclaims all warranties and conditions, express or implied, including of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation.
13.2 Ambry does not guarantee any level of Platform availability, booking volume, successful matching, pickup, delivery, transit time, cargo condition, or payment outcome. Any review, collection, automated analysis, validation, verification status, badge, or display of a Provider’s identity, registration, operating authority, licence, insurance certificate, coverage information, or other documentation is an administrative or informational measure only and does not constitute Ambry’s certification, endorsement, insurance undertaking, or guarantee of the Provider’s identity, legal authority, ongoing compliance, financial standing, reliability, actual insurance coverage, or performance. Such information may be incomplete, inaccurate, expired, changed, or subject to limitations or exclusions, and Organizations remain responsible for conducting such independent diligence as is appropriate to their role and the applicable Order. To the maximum extent permitted by applicable law, Ambry is not responsible for the independent acts or omissions of Customers, Providers, their personnel or subcontractors, insurers, registries, or other third parties. Nothing in this Section excuses Ambry’s own fraud, wilful misconduct, materially misleading representations, breach of an express obligation, or any duty or liability that cannot lawfully be excluded.
13.3 Nothing in this Section excludes any warranty or condition that cannot be excluded under applicable law.

14.1 Organization indemnity. Each Organization will defend, indemnify and hold harmless Ambry Inc. and its affiliates, founders, shareholders, directors, officers, employees, developers, contractors, agents, successors and assigns (the “Protected Parties”) from third-party claims and related losses, judgments, reasonable settlements, fines where legally indemnifiable, and reasonable legal fees, in each case to the extent arising from that Organization’s: (a) logistics Services, including cargo handling and transportation; (b) violation of law or the Terms; (c) inaccurate Service descriptions, declarations, credentials or insurance documents; (d) acts or omissions of its personnel, drivers, carriers or contractors; (e) dangerous goods, misclassification, packaging, labeling, permits or customs failures; (f) taxes; (g) disputes with another Organization; (h) unauthorized double brokering, re-brokering, reassignment or subcontracting, fraudulent carrier substitution, or material misrepresentation of its authority, identity or transportation role; (i) infringement or misappropriation of a third party’s intellectual property, confidential information or proprietary rights through content, materials or activities supplied or undertaken by that Organization; or (j) unauthorized access, disclosure, collection or misuse of personal information or non-public Platform data, or a data-security incident, to the extent caused by that Organization’s breach of applicable law, the Terms or its applicable security obligations. This obligation applies only to third-party claims and documented amounts properly attributable to the Organization, without double recovery, and is subject to Section 14.2 and applicable anti-indemnity laws.
14.2 Exclusion. Section 14.1 does not apply to the extent a claim is caused by the negligence, wilful misconduct, fraud or breach of the Terms of a Protected Party. Where applicable law, including state statutes governing motor carrier transportation arrangements, prohibits a party from being indemnified for its own negligence or fault, Section 14.1 is limited accordingly.
‍14.3 Procedure. The indemnified party must give prompt written notice of the claim (delay relieves the indemnifying party only to the extent it is materially prejudiced), provide reasonable cooperation, and ordinarily permit the indemnifying party to control the defence using counsel reasonably acceptable to the indemnified party. The indemnified party may participate through its own counsel at its own expense. If a material conflict of interest exists, the indemnifying party fails to undertake or diligently conduct the defence after reasonable notice, or the claim seeks relief materially affecting the indemnified party beyond monetary damages covered by the indemnity, the indemnified party may assume control of its own defence to the extent reasonably necessary to protect its interests. In that event, reasonable and documented defence costs properly attributable to an indemnifiable claim, including reasonable separate-counsel fees where necessary because of the conflict, remain subject to Sections 14.1 and 14.2 and applicable law. Neither party may settle a claim in a manner that imposes an admission of fault, non-monetary obligation, unreimbursed payment, or restriction on the other party without that party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. The parties shall cooperate in good faith to avoid unnecessary or duplicative defence costs.

15.1 To the extent permitted by applicable law, each Organization releases the Protected Parties from claims arising solely from the acts or omissions of other Organizations, including claims for cargo loss, damage or delay, service quality, safety incidents or non-payment by a counterparty.
15.2 This release does not apply to a Protected Party's own breach of the Terms, negligence, wilful misconduct or fraud, or to Ambry's obligation to remit or refund funds collected for an Order under Section 8.
‍15.3 Solely to the extent the release in Section 15.1 is valid and enforceable, an Organization located in California expressly waives California Civil Code § 1542 with respect only to claims falling within that release. Section 1542 states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." This waiver does not expand Section 15.1, does not apply to claims preserved by Section 15.2, and does not waive any right that applicable law prohibits waiving. No waiver of equivalent laws in other jurisdictions is implied.

16.1 Excluded damages. To the fullest extent permitted by applicable law, the Protected Parties are not liable for losses arising solely from the direct Customer–Provider performance of a confirmed Order or for indirect, incidental, special, consequential, exemplary or punitive damages, including lost profits, revenue, goodwill or business opportunities, to the extent those damages may lawfully be excluded. This does not exclude direct damages caused by Ambry’s own legally actionable breach or misconduct where exclusion is prohibited, or any non-waivable statutory remedy. For transportation Orders, responsibility for cargo loss, damage, shortage and delay remains governed by the confirmed Order, Schedule A and mandatory carriage law.
‍16.2 Aggregate cap. To the maximum extent permitted by applicable law, the total aggregate liability of all Protected Parties together arising from the Platform and Terms will not exceed the greater of (a) USD $1,000 and (b) Platform Fees actually paid by the claimant Organization to Ambry during the twelve (12) months preceding the event giving rise to liability. This is one aggregate cap across the Terms, not a per-claim cap. This limitation does not apply where prohibited by mandatory law, and does not cap an Organization’s payment obligations, indemnity obligations or liability for fraud, intentional misconduct or infringement. The parties acknowledge that this allocation is reflected in the Platform Fees.
‍16.3 Mandatory exceptions. The aggregate cap does not reduce Ambry’s enforceable obligation to remit funds owed to a Provider or refund amounts owed to a Customer under Section 8. Neither Section 16.1 nor 16.2 limits liability that cannot lawfully be limited, including fraud, gross negligence, wilful misconduct, intentional fault or other non-excludable liability where applicable. An Organization’s payment and indemnity obligations are not reduced by Ambry’s liability cap. Mandatory transportation, payment, privacy, anti-indemnity and other applicable laws prevail over conflicting provisions.
‍16.4 Allocation of risk. The parties acknowledge that the exclusions and aggregate cap in this Section form part of the commercial allocation of risk reflected in the Platform Fees. Each limitation operates independently, is subject to Section 16.3 and applicable mandatory law, and does not create a second or cumulative cap in any incorporated document.

17.1 Account closure by an Organization. An Organization may request closure of its account at any time. Closure may be completed after open Orders have been performed, lawfully cancelled or otherwise resolved and amounts properly due have been settled, subject to applicable law. An Organization may cease initiating new Orders while closure is pending. Account closure does not extinguish accrued obligations or mandatory rights.
17.2 Suspension and termination by Ambry. Ambry may immediately restrict or suspend access, affected listings, bookings or account capabilities where reasonably necessary in response to suspected fraud, unauthorized double brokering or reassignment, deceptive diversion of Orders, misuse of protected Platform data or technology, material intellectual property or confidentiality violations, safety or sanctions concerns, materially false information, suspected unlawful activity, material breach or a legal or processor requirement. Ambry may also suspend access for overdue amounts that are lawfully due and collectible; a Provider cancellation-related fee merely recorded internally during MVP under Section 8.6 does not, by itself, constitute an overdue collectible amount for this purpose. Three consecutive Provider-initiated cancellations of confirmed freight transportation Orders before pickup will trigger a temporary suspension pending reasonable review, with correction of errors and consideration of exceptional circumstances; such cancellations alone do not automatically establish fraud or justify permanent termination without a separate, proportionate basis. Provider-initiated cancellations may adversely affect ratings under disclosed Platform criteria. Ambry may terminate access for a substantiated material violation or continuing material risk where termination is lawful and proportionate, or otherwise on thirty (30) days' prior notice, subject to mandatory law. Ambry will provide notice, material reasons and a reasonable opportunity to respond where reasonably practicable and lawful, without requiring disclosure of confidential detection methods or compromising an investigation. Suspension is a protective measure, not a final finding of wrongdoing or liability. Payment holds, refunds, transfers and amounts properly owed remain governed by Sections 8–9, processor rules and applicable law; suspension or termination alone does not forfeit funds.
17.3 Effect on open Orders and surviving obligations. Upon suspension or termination, Ambry may restrict new activity and may facilitate completion, orderly resolution or administrative cancellation of affected open Orders only to the extent authorized by the accepted Order Terms and applicable law. Ambry's administrative action does not, by itself, make an Order a Provider-initiated or Customer-initiated cancellation, create an undisclosed fee, determine cargo liability or extinguish the underlying parties' accrued rights. Any release, refund, fee, transfer, payment hold or adjustment must be determined under Sections 7–9, the applicable Order Terms, processor rules and mandatory law, including the treatment of a cancellation attributable to a party's own conduct where established. Accrued rights and obligations survive. Sections 6.3 (to the extent relating to accrued confirmed-Order obligations, protected information or intellectual property), 6.4, 8 (as to amounts owed), 9–16, 17.4, 19, 20.2 and 21–23 survive termination to the extent applicable; Section 18 survives solely as to obligations and events arising before termination, and Section 24 survives as to coverage, records or claims relating to pre-termination Orders, in each case to the extent applicable and lawful.
17.4 Investigation and lawful remedies. Where Ambry reasonably suspects a material violation involving unauthorized brokering, diversion of Orders, misuse of protected information, infringement or fraud, it may request relevant records, preserve appropriate evidence, investigate and take proportionate protective measures consistent with Sections 5.3, 8–9 and applicable law. Ambry may seek available contractual or legal remedies, including injunctive relief and recovery of losses proven and recoverable under applicable law. No automatic penalty, presumption of wrongdoing or forfeiture of funds arises solely from an allegation, investigation or suspension. Nothing restricts mandatory rights or lawful competition.

18. Force majeure. Neither Ambry nor any Organization is liable for delay or failure to perform its obligations under these Terms, other than accrued payment obligations, to the extent directly caused by an event beyond its reasonable control that could not reasonably have been avoided or overcome, including natural disasters, severe weather, epidemics, war, terrorism, civil unrest, labour disputes not involving its own workforce, acts of government, border closures, or material failures of utilities, telecommunications, hosting providers or the Payment Processor. The affected party shall give notice of a material disruption within a reasonable time when practicable, describe its reasonably foreseeable impact, and use commercially reasonable efforts to mitigate the effects and resume performance. If such an event materially prevents a Platform function or Service from operating for more than thirty (30) consecutive days, Ambry may suspend or discontinue the affected Platform function or Service on reasonable notice where practicable, subject to applicable law and orderly treatment of affected Orders and funds under Sections 7–9 and 17.3. Force majeure does not cancel, forgive or authorize forfeiture of amounts already properly due; any legally or technically unavoidable delay in executing a payment instruction does not extinguish the underlying payment obligation. This Section does not determine a Customer's or Provider's performance obligations under a confirmed Order, which remain governed by the accepted Service Conditions, applicable Order Terms and mandatory law.

19.1 Informal resolution and claim notice. Before initiating a proceeding against Ambry, a party should provide written notice to legal@ambry.io identifying the affected Organization, any relevant Order, the facts, the relief sought and reasonably available supporting records. The parties will attempt good-faith resolution for thirty (30) days after receipt. This step does not prevent urgent interim relief, preservation of rights, statutory complaints, chargebacks permitted by law, or proceedings necessary to avoid expiration of a limitation period. Late notice affects recovery only to the extent Ambry demonstrates material prejudice and applicable law allows. Nothing here shortens any mandatory transportation-claim period.
19.2 Governing law. Subject to any mandatory law that cannot validly be displaced by contractual choice, these Terms and disputes between Ambry and an Organization concerning the Platform are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict-of-laws principles. This choice does not exclude mandatory federal, state, provincial or territorial laws that apply to the actual activities, transaction, parties or dispute, including applicable Canadian and Québec requirements, nor does it displace mandatory transportation, payment-services, privacy or other regulatory obligations. The governing law of the underlying Customer–Provider Service agreement is determined under the accepted Order documents and mandatory law, not by this Section solely because the Order was arranged through the Platform.
19.3 Forum and mandatory jurisdiction. To the fullest extent permitted by applicable law, the state courts located in New Castle County, Delaware and the United States District Court for the District of Delaware have exclusive jurisdiction over disputes between Ambry and an Organization arising out of or relating to these Terms or the Platform, and each party submits to their personal jurisdiction. This forum selection does not apply to the extent a mandatory statute, an applicable rule protecting a party from an unenforceable forum clause, or a court of competent jurisdiction requires a different forum; in that event, the dispute may be heard in a court having jurisdiction under the applicable mandatory law. Either party may seek urgent interim or injunctive relief in any court of competent jurisdiction to protect intellectual property, Confidential Information, Platform security or other rights for which such relief is legally available. A final judgment may be enforced in any competent court, subject to applicable recognition and enforcement law. Nothing here creates jurisdiction where a court otherwise lacks subject-matter jurisdiction or waives any non-waivable procedural or statutory right.
19.4 The Terms do not require arbitration and do not contain a class-action waiver.
19.5 Disputes between a Customer and a Provider concerning a confirmed Order are governed by the accepted Service Conditions, the applicable Order Terms, and mandatory law, not by this Section 19.

20.1 Ambry may amend the Terms. For material changes, Ambry will give at least thirty (30) days' notice by email or on the Platform before they take effect, except for changes required by law or needed to address security or fraud risks, which may take effect sooner.
‍20.2 Amendments do not retroactively alter the rights, fees, cancellation consequences or other substantive obligations of an Order confirmed before the amendment takes effect. A previously disclosed, accepted and lawfully accrued payment obligation is not extinguished solely because collection is deferred; however, a new collection or set-off mechanism may be used for that obligation only where authorized under the original agreement or subsequently validly agreed, and permitted by law and processor rules. Notice alone does not create a new fee or authorize a previously unauthorized deduction.
‍20.3 Acceptance of amendments. Ambry may request affirmative electronic acceptance of material amendments and shall obtain it where required by law. Mere continued use does not substitute for an affirmative acceptance where such acceptance is legally required. An Organization that declines a material amendment may stop using the Platform and close its account after settlement of open Orders. Changes do not retroactively amend confirmed Orders.

21.1 Notices to Ambry. Except for the claim notice expressly permitted by Section 19.1, formal legal notices to Ambry under these Terms must be sent to legal@ambry.io with a copy by recognized courier to the corporate address stated above, Attention: Legal, unless mandatory law prescribes another method. A notice under Section 19.1 is validly submitted by email to legal@ambry.io without a courier copy. A statutory notice may be given in any manner that mandatory law requires or permits.
21.2 Notices to Organizations. Ambry may deliver contractual notices to an Organization by email to the email address of its designated administrator recorded in the Platform or through the Organization’s Platform account. Notices about individual Orders and routine operational updates may be delivered through the Platform, subject to any additional delivery method required by the accepted Order Terms or mandatory law. Ambry may use additional channels for urgent safety, fraud, security or regulatory notices.
21.3 Effectiveness and records. Subject to mandatory law and any express receipt requirement elsewhere in the Terms, an email notice is deemed delivered when transmitted to the designated address without a delivery-failure notice, and a Platform notice when made available to the relevant account with an appropriate in-Platform notification or other reasonably practicable alert. Where law requires actual receipt, a particular delivery method or additional notice, that requirement controls. Reasonably maintained transmission and Platform records may evidence delivery but do not conclusively override contrary evidence or mandatory rights.
21.4 Contact information. Each Organization must keep its administrator contact information current, maintain reasonable access to its registered email and Platform account, and promptly update Ambry when its designated administrator changes. Failure to do so does not waive a non-excludable statutory notice right or excuse Ambry from a notice requirement imposed by law.

The Terms are prepared in English. Where applicable law requires that a French-language version be provided before a party is asked to accept a contract of adhesion or related documents, Ambry will provide that version before requesting acceptance. Any election to contract in English must be made only after the legally required French-language process and in the manner permitted by law. Subject to those requirements, the English version governs in the event of an inconsistency only to the extent permitted by applicable law. Nothing in this Section waives mandatory language rights.

23.1 Entire agreement and document priority. The Terms, as defined in Section 2.1 and applied according to the priority and scope rules in Section 2.2, constitute the entire agreement between Ambry and the relevant Organization concerning their subject matter and supersede prior proposals, representations and agreements on the same subject matter, except as expressly preserved by a signed agreement. The applicable Order Terms, transportation Schedule A and Beta Agreement remain part of the Terms when applicable; a separately executed Data Processing Agreement remains effective within its stated scope. The Privacy and Cookie Policy remains a notice governed by applicable law, and the Support and Service Statement is binding only where expressly stated, as provided in Section 2.1. Nothing in this Section overrides mandatory law or changes the allocation of obligations under a confirmed Order.
‍23.2 Assignment. An Organization may not assign or transfer these Terms or its account without Ambry’s prior written consent, except to a lawful successor in a merger or sale of substantially all of its business upon prior notice where practicable, provided the successor assumes the relevant obligations and satisfies applicable eligibility, verification and legal requirements. Ambry may assign these Terms to an affiliate or lawful successor in a reorganization, merger or sale of its business, subject to mandatory law, applicable data-protection requirements and the assignee’s assumption of Ambry’s outstanding contractual obligations. An assignment does not extinguish accrued Order, payment, refund or other non-waivable obligations, and does not authorize an undisclosed transfer of personal information.
‍23.3 Independent parties and Service responsibilities. Customer and Provider are independent contracting parties. Except for the limited authority to provide payment-processing instructions expressly granted under Section 8.3, nothing creates a partnership, joint venture, employment, franchise, general agency or fiduciary relationship with Ambry. Customer and Provider, not Ambry, retain their respective legal responsibilities for the Services they request and provide; where transportation is involved, these include cargo classification, packaging, loading, securement, permits, customs documents, insurance, transportation, delivery, claims and losses. Ambry does not take custody of cargo or independently select the Provider. Mandatory legal classifications and obligations are unaffected.
‍23.4 Third-party beneficiaries. Each Protected Party other than Ambry is an intended third-party beneficiary of Sections 13 through 16 and may enforce those provisions to the extent permitted by applicable law. No other third-party beneficiary rights are created.
‍23.5 Sanctions, restricted parties and export compliance. Each Organization represents, after reasonable inquiry, that neither it nor any person owning or controlling it is a person with whom the Organization’s use of the Platform or the relevant transaction is prohibited under applicable sanctions law. Each Organization must comply with applicable U.S., Canadian and other mandatory sanctions, export-control, customs and trade restrictions governing its actual activities, counterparties, cargo, route and transaction. An Organization must not knowingly submit or accept a prohibited Order, misstate a restricted party, cargo or destination, or use the Platform to evade applicable restrictions. It must promptly notify Ambry if it becomes aware of a material sanctions or export-compliance concern affecting its account or an Order. Ambry may request proportionate supporting information or restrict affected activity in accordance with Sections 3.2, 8.9 and 17, subject to applicable law.
‍23.6 Severability and waiver. If a provision is invalid or unenforceable, it shall be severed only to the minimum extent necessary, and the remaining provisions continue in effect if the essential bargain remains workable. A court may narrow an overbroad provision only where applicable law permits such modification. No failure or delay in enforcing a right constitutes waiver; a waiver must be express and limited to the stated instance.
‍23.7 Interpretation and electronic records. “Including” means “including without limitation.” Headings are for convenience only and do not affect interpretation. To the extent permitted by law, the parties consent to electronic records, communications, signatures and acceptance actions. Ambry may retain reasonable records of versions presented, acceptance actions, timestamps and Order confirmations to evidence consent and performance, subject to applicable privacy, security and retention requirements. Electronic acceptance does not dispense with any affirmative consent, disclosure, language or formality required by law.

24.1 Verification Limits and Ongoing Duty.Review of submitted insurance certificates, registrations, authority records or declarations is a risk-screening process and does not constitute a warranty that any insurance policy is in force, that any particular commodity, shipment, vehicle, driver, subcontractor or route is covered, or that an Order is lawful.Providers must maintain all insurance, operating authority and financial responsibility required for their actual legal role and the applicable Services.A Provider must notify Ambry without undue delay upon learning of any cancellation, non-renewal, lapse, suspension, exclusion, material reduction or other change that may affect its insurance coverage or an existing or proposed Order.A Provider must not knowingly accept a new affected Order without disclosing the relevant issue.Ambry may request current insurance certificates, policy evidence, insurer confirmation or other reasonably relevant documentation and may restrict affected Services or bookings.Ambry does not undertake to independently audit every policy endorsement or individual shipment except where mandatory law requires otherwise.A displayed verification status does not constitute an insurance guarantee and remains subject to Section 13.2.
24.2 Minimum Cargo Liability Insurance Requirements. Every Provider undertaking the physical transportation of freight through the Platform must maintain insurance covering its legal liability for loss of or damage to cargo during transportation, appropriate to the Provider's actual legal role and the Services performed.For purposes of these Terms, such coverage is referred to as "Cargo Liability Insurance." Depending on the insurer, policy wording and applicable jurisdiction, Cargo Liability Insurance may be described as:
Cargo Liability Insurance;
Motor Truck Cargo Insurance;
Motor Truck Cargo Liability Insurance;
Carrier's Cargo Liability Insurance;
Carrier's Legal Liability Insurance for Cargo;
Freight Liability Insurance;
Transportation Cargo Liability Insurance; or another substantially equivalent designation.
Insurance described as Cargo Insurance, Freight Insurance, Goods in Transit Insurance, Transit Insurance, Inland Marine Cargo Insurance or Contingent Cargo Liability Insurance may also be considered where the actual policy terms establish coverage appropriate to the Provider's legal responsibility for the relevant freight. The use of any particular insurance designation does not, by itself, establish that the policy provides the required coverage. For Platform eligibility purposes, the minimum required Cargo Liability Insurance limit is determined by the country in which the insured Provider Organization is legally registered. For a Provider Organization registered in Canada, the minimum required Cargo Liability Insurance limit is CAD $100,000 per occurrence. For a Provider Organization registered in the United States, the minimum required Cargo Liability Insurance limit is USD $100,000 per occurrence. These minimum thresholds are assessed in the applicable jurisdictional currency and are not determined by converting a compliant Canadian-dollar limit into United States dollars for display purposes.Ambry may require higher coverage where applicable law, the accepted Order or a requirement disclosed before the relevant commitment so provides. These Platform minimums do not replace any greater insurance, cargo liability coverage or financial responsibility required by applicable law or the accepted Order.A Provider acting as a broker, freight forwarder, 3PL or other intermediary must maintain the insurance, financial responsibility and operating authority appropriate to its actual legal role and the applicable Order. The carrier-specific Cargo Liability Insurance threshold does not, by itself, make an intermediary a carrier or establish that an intermediary's insurance covers cargo loss. General Liability Insurance, Commercial General Liability Insurance, Automobile Liability Insurance and other liability policies that do not cover the relevant cargo exposure do not satisfy the Cargo Liability Insurance requirement merely because they contain the word "Liability." Customers remain responsible for evaluating whether additional or shipment-specific insurance is appropriate, subject to mandatory law.
‍24.3 Currency Identification, Verification and USD Display. Ambry may identify and process the currency stated in a Provider's Cargo Liability Insurance certificate or other reliable insurance documentation.Where the insurance document expressly identifies its currency, that currency governs the interpretation of the stated coverage limit.Where no currency is expressly identified, Ambry may provisionally treat the stated limit as CAD for a Canada-registered insured Organization and USD for a United States-registered insured Organization, unless the document or other reliable evidence indicates otherwise.Ambry may request clarification or supporting documentation where the currency, insured entity, insurance type or applicable coverage limit is uncertain.A Canada-registered Provider with qualifying Cargo Liability Insurance coverage of CAD $100,000 or more per occurrence satisfies the Platform's minimum numerical insurance threshold for Canadian Providers.A United States-registered Provider with qualifying Cargo Liability Insurance coverage of USD $100,000 or more per occurrence satisfies the Platform's minimum numerical insurance threshold for United States Providers.Where coverage is denominated in a currency other than the applicable jurisdictional currency, Ambry may require reliable evidence of its equivalent value in the applicable jurisdictional currency before determining eligibility. For reporting, administration or display purposes, Ambry may convert a CAD-denominated insurance limit into an approximate USD equivalent using a reasonably reliable exchange rate obtained at or near the relevant processing time. Such conversion is informational only and must not cause an otherwise compliant CAD $100,000 Canadian Cargo Liability Insurance policy to be rejected solely because its displayed USD equivalent is less than USD $100,000. The original policy currency, stated limit, coverage conditions, deductibles and exclusions remain controlling. An indicative currency conversion does not modify the insurance policy, increase coverage or guarantee payment of an insurance claim in USD.
24.4 Insufficient or Changed Coverage. If available evidence indicates that required Cargo Liability Insurance or legal authority is absent, expired, materially reduced, subject to a relevant exclusion or below the applicable jurisdiction-specific minimum, Ambry may request clarification, mark verification as pending, restrict affected Services or prevent new bookings until satisfactory evidence is provided. Any such measure must be proportionate and consistent with applicable law. Where an insurance issue arises after confirmation of an Order, the Provider must promptly inform Ambry and the Customer of any material impact and cooperate in a lawful, documented resolution under the accepted Order Terms.Ambry may take appropriate protective action under Sections 17.2–17.3. A verification change or restriction does not, by itself, automatically cancel an Order, establish cargo liability, create an undisclosed fee, authorize forfeiture of funds or excuse obligations already accrued.Refunds, transfers and adjustments remain governed by Sections 7–9 and the applicable Order Terms.
24.5 No Assumption of Insurance Responsibility. Ambry is not an insurer, insurance broker, claims adjuster or guarantor of a Provider's Cargo Liability Insurance or other insurance coverage solely by reason of collecting insurance documents, identifying insurance types or currencies, performing eligibility screening, displaying converted amounts or assigning a verification status.Verification of a minimum stated insurance limit does not constitute confirmation that any particular claim, shipment, commodity, activity or loss is covered. Nothing in this Section limits Ambry's obligations under mandatory law or alters an insurer's obligations under its insurance policy.