Software Terms and Conditions
These Terms and Conditions (these “Terms”) govern the use of Flexport’s Software.
DEFINITIONS
“Confidential Information” shall mean, with respect to a Party hereto, (a) the terms and conditions or any other agreement executed between the parties, (b) all nonpublic information concerning the business, technology, products, services, internal structure and strategies of the disclosing Party, specifically including, without limitation, Software, Documentation, end-user materials, Intellectual Property Rights, proposals, designs, concepts, methodologies, inventions, source or object code, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, know-how, procedures, financial information or licensing policies and (c) any other information clearly labeled by the disclosing party in writing as “confidential” prior to its disclosure, otherwise deemed as Confidential Information under this Agreement, or which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment under the circumstances. The following information will not be considered Confidential Information: (i) information which was in the public domain prior to its disclosure; (ii) information which becomes part of the public domain by any means other than through violation of this Agreement; (iii) information independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information, or (iv) information received from a third party not under any obligations of confidentiality.
“Defect” shall mean a reproducible, material failure of the Platform to conform to its published documentation.
“Documentation” shall mean any user manuals, technical specifications, help materials, and other documentation made available by Flexport in connection with the Platform or Services, as updated from time to time.
“Intellectual Property Rights” shall mean all patents, copyrights, trademarks, services marks, trade secrets, moral rights, database rights, and any other intellectual property or proprietary rights recognized in any jurisdiction, whether registered or unregistered.
“Platform” shall mean Flexport’s proprietary web application, APIs, Software, and underlying technical systems and infrastructure through which the Services are made available to Customer, including the Flexport Client App and any related interfaces, portals, or integration endpoints.
“Platform and Service Data” shall mean any registration data, user logs, configuration settings, usage data, metadata, and other data generated, collected, or derived in connection with Customer’s or its Users’ access to or use of the Platform or the Services, regardless of whether such data was affirmatively entered by Customer or generated automatically by the Platform or the Services. Platform and Service Data is not User Content. Flexport may access, retain, use, and process Platform and Service Data as reasonably necessary to operate the Platform, provide and improve the Services, and comply with applicable law, and such data is not subject to the deletion or return obligations set forth in Section 3.6.
“Services” shall mean the logistics management capabilities and functional features made available by Flexport to Customer through the Platform, including shipment booking and tracking, customs management, supply chain visibility, freight analytics, document management, and any other functionality offered by Flexport as part of its logistics software offering, as may be updated or modified by Flexport from time to time in accordance with these Terms.
“Software” shall mean Flexport’s proprietary software made available to Customer as part of the Platform or Services, including any updates, enhancements, or patches thereto.
“Term” shall mean the period during which Customer has an active account and uses the Services, commencing on the date Customer first access the Platform and ending on the date of expiration or termination of all applicable service agreements or, if none, upon Customer cessation of use of the Platform.
“User Content” shall mean: all content, data and materials selected, provided, or entered by Customer or its Users to Flexport in electronic or hard copy formats through the Platform or the Services. Notwithstanding anything to the contrary herein, all specific User Content shall be considered Confidential Information of Customer.
“User Proposals” any suggestions, comments, or other feedback that Customer provides to Flexport with respect to the website, the Services, or any other Flexport product or service.
“Users” shall mean Customer’s employees and, where permitted under Section 2.5, its suppliers who are authorized by Customer to access and use the Platform on Customer’s behalf.
SOFTWARE USAGE
Terms. These Flexport Terms and Conditions apply to the features and functions provided by Flexport, Inc., to access the API that may be used to access the Services. By accessing the Platform or using the Services, Customer agrees to be bound by these Terms. These Terms come into effect on the first day the Customer accesses the Platform or uses any of the Services.
Registration. In order to access the Platform and use many aspects of the Services, Customer must first complete the Flexport registration process via the Platform. Customer agrees: (a) to provide accurate, current and complete information about the company and customer’s position within that company as part of the registration process (“Registration Data”); (b) to maintain the security of Customer’s password(s); (c) to maintain and promptly update the Registration Data, and any other information provided to Flexport, and to keep it accurate, current and complete; (d) that you are responsible for maintaining the security of your account and safeguarding your password(s), and (e) that you will be fully responsible for any activities or transactions that take place using your account(s) or password(s), even if you were not aware of them.
Access to Platform. Subject to the Terms and Conditions and on the registration criteria, Flexport hereby grants to Customer non-exclusive, non-transferable revocable right to: (i) access the Platform and use the Services, together with their associated documentation, solely for Customer’s own internal business purposes when arranging logistical services offered by Flexport; and (ii) access and use any data or reports that Flexport makes available to Customer through the Platform as part of the Services, solely in conjunction with Customer’s use of the Services.
Duration. Customer will be able to use the Platform and the Services for the period it uses Flexport’s freight services.
Users. Each User account is valid for one User only and may not be shared concurrently or otherwise by or among multiple Users. Customer may harvest and/or reassign User accounts to new Users within its organization. Users of the Platform are limited solely to Customer’s employees or their suppliers.
Use Limitations. Modification, reverse engineering, reverse compiling, disassembly of or creation of derivative works incorporating the Platform, or any portion or component thereof is expressly prohibited. Except as expressly authorized by these Terms, Customer and its Users shall not unbundle, sublicense, assign, transfer, display, distribute, rent, resell or lease the Platform, the Services, or any portion or component thereof to any third party. Furthermore the Customer may not (a) use the Platform or the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (b) build a competitive product or service, or copy any features or functions of the Platform or the Services (including, without limitation, the look-and-feel of the Platform or the Services); (c) interfere with or disrupt the integrity or performance of the Platform or the Services; (d) disclose to any third party any performance information or analysis relating to the Platform or the Services; (e) remove, alter or obscure any proprietary notices in or on the Platform or the Services, including copyright notices; (f) use the Platform or the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in Customer’s jurisdiction; (g) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform, the Software, the Documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; or (h) cause or permit any third party to do any of the foregoing.
Right to Terminate Usage. Customer may terminate its use of the Platform at any time. Such termination of use shall not relieve Customer of any payment obligations accrued prior to the date of termination, nor shall it affect any rights or obligations under any separately executed services agreement between the parties.
Access After Termination of Services. Customer is granted access to the Platform at least one year after the last shipment has been completed in the event the Customer chooses to cease using Flexport’s freight services.
Third-Party Vendors. Customer understands that Flexport uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate the Platform and deliver the Services, and Customer agrees that Flexport is not and will not be liable or responsible for the acts or omissions of such third-party vendors or hosting partners.
Electronic Communication. By accessing the Platform and using the Services, Customer consents to receiving electronic communication from Flexport for operational and logistical purposes related to the Services. Any consent to receive marketing or promotional communications from Flexport shall be separately and expressly obtained from Customer in accordance with applicable law, including, where required, under the EU General Data Protection Regulation (“GDPR”), the UK GDPR, and the California Consumer Privacy Act (“CCPA”).
USER CONTENT AND OWNERSHIP
Customer retains ownership rights to its User Content, subject to the licenses granted to Flexport in these Terms. By making available any User Content through the Services, Customer hereby grants to Flexport a worldwide, non-exclusive, non-transferable, royalty-free license, with the right to use, copy, adapt, modify, and otherwise process User Content for the purposes of providing and improving the Services . Flexport does not generally view or disclose Customer’s User Content. Occasionally Flexport may need to view User Content in connection with operating the Platform or delivering the Services. Flexport may also perform statistical analyses on User Content in connection with developing or optimizing the Services. The use thereof is further explained in our privacy policy. This license shall terminate upon expiration or termination of these Terms, except that Flexport may retain and use de-identified or aggregated User Content as set forth in Section 3.4. This Section 3.1 applies solely to User Content. It does not apply to Platform and Service Data, which Flexport may access, retain, use, and process as set forth in the definition of Platform and Service Data above, without regard to the expiration or termination of these Terms.
Flexport will only disclose User Content to its employees, contractors, and affiliated organizations that (i) need to know that information in order to process it on Flexport’s behalf or to provide the Services, and (ii) that have agreed not to disclose it to others and with whom we have contracts in place governing our relationship. Other than to its employees, contractors, and affiliated organizations, as described above, Flexport discloses User Content only when required to do so by law, or when Flexport believes in good faith that disclosure is reasonably necessary to protect the property or rights of Flexport, third parties, or the public at large.
Flexport does not claim any ownership rights in any such User Content and nothing in the Terms and Conditions will be deemed to restrict any rights that Customer may have to use and exploit Customer’s User Content. Customer is aware that Customer is solely responsible for all User Content that Customer makes available through the Platform and that such User Content complies with all applicable data protection and privacy laws, including without limitation the EU GDPR, the UK GDPR, the CCPA, and any other applicable national or regional privacy legislation. Flexport does not have any obligation to review or scan any User Content for any purpose, including without limitation for measuring quality, filtering content, or detecting the presence of malware. Flexport makes no representations regarding the compliance of any User Content with any applicable laws or regulations.
By submitting or uploading User Content to the Platform, Customer grants Flexport a worldwide, royalty-free, and non-exclusive license (i) to use, reproduce, modify, adapt and publish that User Content for the purpose of providing the Services to you; and (ii) to create aggregations and summaries of the User Content or portions thereof and to use, disclose, and distribute such aggregations publicly to any third party in support of our business (during the Term and, with respect to de-identified or aggregated data only, following expiration or termination of these Terms), provided that such aggregations and summaries do not directly or indirectly identify the Customer or their User Content.
Notwithstanding the foregoing, Customer may also disclose to us certain User Content, including without limitation User Proposals, via Flexport’s Platform communication tools. By submitting User Proposals to Flexport, Customer hereby grants to Flexport a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into Flexport’s products or services, create derivative works from, or otherwise exploit any such User Proposals without any compensation to Customer.
In the event Customer requests from Flexport to remove their User Content Flexport will do so taking into account its administrative obligations under law. Notwithstanding any deletion obligations in Section 5.3, Flexport may retain User Content for the period required by applicable law, including accounting and commercial documentation retention obligations. Any such retained User Content will continue to be subject to the confidentiality obligations of these Terms. This Section 3.6 applies solely to User Content. It does not restrict Flexport’s ability to retain, use, or process Platform and Service Data, which is not subject to any deletion or return obligation under these Terms.
INTELLECTUAL PROPERTY & TRADEMARKS
Flexport owns all rights, title and interest in and to the Platform and the Services, and all Intellectual Property Rights therein. The look and feel of the Platform and the Services, including any custom graphics, button icons, and scripts are also the property of Flexport, and Customer may not copy, imitate, or use them, in whole or in part, without Flexport’s prior written consent. Flexport reserves all rights not expressly granted to Customer in these Terms, and Flexport does not grant any licenses to Customer or to any other party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth herein.
Customer acknowledges and agrees that any Flexport names, trademarks, service marks, logos, trade dress, or other branding included on the Platform or as part of the Services are owned by Flexport and may not be copied, imitated, or used (in whole or in part) without Flexport’s prior written consent. All other trademarks, names, or logos referenced on the Platform or through the Services (“Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners.
LICENSE GRANT, USE RESTRICTIONS, AND ARTIFICIAL INTELLIGENCE
License Grant. Flexport hereby grants to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable, worldwide, royalty-free right and license to access and use the Services during the Term solely for Customer’s internal and lawful business operations in connection with the Services. All rights not specifically granted herein are reserved by Flexport or its licensors, including the right, in Flexport’s sole discretion, to make changes to the Platform and the Services, including the delivery formats, integration methods, or medium to access the Platform and use the Services during the Term solely for Customer’s internal and lawful business operations.
Data Ownership. Each party is and will remain the sole and exclusive owner of all right, title, and interest in and to its own Intellectual Property and data. Customer owns User Content, subject to the licenses granted to Flexport in these Terms. Flexport owns all rights in and to its own data, the Platform, Flexport systems, cooperation methods, routing logic, pricing models, benchmarks, aggregated or de-identified analytics, trade lane insights, performance metrics, and improvements, enhancements, or derivatives thereof, including any work or improvements using de-identified or aggregate User Content but excluding identifiable User Content except as expressly licensed herein. Nothing in these Terms transfers or assigns to either party the other party’s trademarks, Intellectual Property, users, or data, except as expressly licensed.
Artificial Intelligence and Machine Learning. Customer grants Flexport a non-exclusive, royalty-free license to use, copy, transmit, aggregate, and create derivatives of User Content as necessary to provide, secure, support, troubleshoot analyze, develop and improve the Services, including the right to use User Content (in de-identified or aggregated form) and AI-generated outputs to train, test, validate, analyse, evaluate, fine-tune, benchmark and develop Flexport’s artificial intelligence and machine learning models and systems (“Model Improvements”). Model Improvements are the exclusive property of Flexport, constitute Flexport’s Confidential Information, and are not User Content; Model Improvements are not subject to any deletion, return, or restriction obligation under these Terms. Flexport shall implement reasonable technical measures designed to prevent Model Improvements from directly exposing Customer’s identifiable personal information.
SERVICE GUARANTEES
Availability. Flexport will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for planned downtime and unforeseen circumstances as mentioned in Section 6.2 below.
Defects. Flexport represents and warrants that, to its knowledge, the Platform is free from any material Defects. In the event of discovery of any Defect, Customer agrees to provide Flexport with sufficient detail to allow Flexport to verify and reproduce the error, and Flexport shall use commercially reasonable diligence to endeavor to correct such Defect.
Prevention. With the use of multiple data centers Flexport ensures to minimize the risk of full server outage. Furthermore, regular backups are made to prevent data loss.
Continuity of Service. In event of a software system failure Flexport will ensure that the freight services offered will be executed by the operational team regardless of any limitations this may entail. Continuity of the services will be safeguarded as usage of the Platform is not mandatory to fulfill its logistical obligations.
Security. Flexport will implement and maintain appropriate technical and organizational measures to protect User Content and its Software against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access (“Security Measures”). These Security Measures will have regard to the state of the art, the costs of implementation and nature, scope, context and purposes of the processing of data, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
LIMITATIONS ON SERVICES
Condition of Software. The Platform is offered “as is.” Except as expressly set forth in Section 6 or any executed written agreement, the Platform is provided without any additional performance guarantees. Flexport does not commit to quantified uptime, availability, or security key performance indicators beyond the commercially reasonable efforts standard in Section 6.1. Flexport retains the right to make improvements or modifications to the Platform as it deems fit, provided that material changes that reduce functionality will be communicated to Customer with reasonable advance notice.
Accessibility. Customer understands and agrees that from time to time the Platform may be inaccessible or inoperable during normal business hours in the event of periodic maintenance procedures or repairs which Flexport deems necessary and may undertake. Flexport will not be liable for failure to provide access to the Platform due to any emergency maintenance, any catastrophic system failure at Flexport, any failures of Customer’s equipment or systems, or due to other acts outside the control of Flexport.
EXPORT COMPLIANCE
The Platform, the Services, the Software, and the Documentation may be subject to export laws and regulations of the United States and other jurisdictions, and any use or transfer of the Platform, the Services, the Software, or the Documentation must be permitted under these laws and regulations. Each party represents that it is not named on any U.S. government or EU denied-party list. Customer shall not enable use of the Services in a U.S. or EU-embargoed country (any country or territory subject to comprehensive U.S. OFAC sanctions programs or EU restrictive measures, as updated from time to time) or in violation of any U.S. and EU export law or regulation.
DISCLAIMER
CUSTOMER ACKNOWLEDGES THAT THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THAT YOUR USE OF THE WEBSITE AND THE SERVICES IS AT YOUR SOLE RISK. FLEXPORT DOES NOT WARRANT: (I) THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT CUSTOMER OBTAINS THROUGH THE WEBSITE OR THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS, OR (V) THAT ANY ERRORS IN THE WEBSITE OR THE SERVICES WILL BE CORRECTED. FLEXPORT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WARRANTIES
- Non-Infringement. Flexport warrants that Flexport owns the Software and any software included in the Platform, including all associated Intellectual Property Rights, or otherwise has the right to grant Customer the rights for usage. Flexport warrants that, to its knowledge, the Platform does not infringe any valid and issued U.S. patents, copyrights, trademarks, trade secrets, or other proprietary rights of any third parties.
INDEMNIFICATION OF INTELLECTUAL PROPERTY
Indemnification by Flexport. Flexport shall defend, indemnify and hold harmless Customer and its officers, directors, employees, agents and representatives from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any third party alleging infringement by the Platform of any valid and issued U.S. patent, copyright, trademark or trade secret of such third party.
Indemnification by Customer. To the fullest extent possible by applicable laws Customer shall defend, indemnify and hold harmless Flexport and its subsidiaries, officers, employees, agents and representatives from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any third party arising out of or relating to: (a) these Terms & Conditions or Customer’s representations, warranties or obligations hereunder; (b) Customer’s and its Users’ use of the Platform, including any User Content or data; (c) any unacceptable use of the Platform by Customer or its Users or through its Users’ accounts, including, without limitation, any User Content or any statement, data or content made, transmitted or republished by Customer or its Users which is prohibited under applicable law or by these Terms and Conditions; (d) any intentional or negligent act or omission of Customer or its Users; or (e) Customer’s or its Users’ violation of any third party rights, including, without limitation, any intellectual property or privacy right.
LIMITATION OF LIABILITY
In no event will Flexport be liable to Customer or to any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, loss of data, or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of, or in connection with these terms or Customer’s use (or inability to use) any part of the website or the services, whether in contract, tort, strict liability or otherwise, even if we have been advised or are otherwise aware of the possibility of such damages. Except for each party’s indemnification obligations under Section 11, each party’s aggregate liability arising out of or related to these Terms shall not exceed the amounts paid or payable by Customer to Flexport for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.
CHANGES TO TERMS AND CONDITIONS
Flexport reserves the right to change or modify these Terms, or any of our other policies or guidelines, at any time. We will be posting the revised Terms on the Site and revising the date at the top of these Terms. Any changes or modifications will be effective from the day these Terms have been publicized. Customer’s continued access to the Platform or use of any of the Services following such notice constitutes Customer’s acceptance of the modified Terms.
Flexport reserves the right – at any time, subject to the notice requirements in Section 7.1 for material changes – to modify the Platform or the Services, or any part of them, temporarily or permanently. Flexport may modify the Platform or the Services for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.
PRIVACY POLICY
Flexport will process all personal information in accordance with its privacy policy available at www.flexport.com/privacy when personal information is processed. By accessing the Platform and using the Services, Customer consents to Flexport’s collection, use, and disclosure of information as set forth in our privacy policy, as we may update that policy from time to time.
GOVERNING LAW
These Terms shall be governed by and construed in accordance with the controlling laws of (i) the Netherlands, if Customer is domiciled in a country in Europe, or (ii) the United States of America and the State of California, if Customer is domiciled anywhere else, in each case excluding rules governing conflict of law and choice of law. The courts in Amsterdam, the Netherlands shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms if Dutch law applies and the Federal and state courts within San Francisco California shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms if United States and the State of California laws apply. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being effected upon it by registered mail sent to the Legal Notice address provided by such party under these Terms. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to these Terms nor to any dispute or transaction arising out of these Terms.
Last Revised: July 27, 2026