Starboard

Terms of Service

Effective date: May, 2025 · Last updated: May, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") are a binding agreement between Starboard Systems Inc., a company incorporated in Canada with its principal place of business at 120 Adelaide Street West, Suite 2500, Toronto, ON M5H 1T1 ("Starboard," "we," "us"), and the entity that subscribes to the Service ("Customer," "you"). By accessing or using the Service, you agree to these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that company.

If Customer has executed a separate written agreement with Starboard (e.g., a Master Subscription Agreement or Order Form), that agreement governs and these Terms apply only to the extent not inconsistent with it.

2. The Service

"Service" means the Starboard freight-quoting platform, including the web application, Outlook add-in, public APIs, integrations, and related services. The Service is provided as software-as-a-service.

We may update, enhance, or modify the Service from time to time. We will not materially reduce core functionality during a paid subscription term without reasonable notice.

3. Accounts and Authorized Users

  • Authorized Users.Customer may permit its employees and contractors ("Authorized Users") to access the Service on Customer's behalf, subject to the seat or user limits in the applicable Order Form.
  • Account security. Customer is responsible for safeguarding credentials and for all activity under its account. Customer must notify us promptly of any unauthorized access.
  • Microsoft 365 connection.Many features of the Service rely on Customer's Microsoft 365 tenant. Customer is responsible for granting and maintaining the necessary OAuth consents through Microsoft's standard sign-in flow.

4. Customer Data

  • Definition."Customer Data" means all data, content, and information submitted to or generated within the Service by or on behalf of Customer, including emails, attachments, rate sheets, quotes, freight records, and customer/vendor contact information.
  • Ownership. As between the parties, Customer owns all Customer Data. We claim no ownership of Customer Data.
  • License to us. Customer grants Starboard a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Service and to comply with law.
  • Aggregated and de-identified data. Starboard may use aggregated and de-identified data derived from operation of the Service for analytics, benchmarking, and product improvement, provided that such data does not identify Customer, any Authorized User, or any third party.
  • Privacy. Our handling of personal information is described in our Privacy Policy.

5. Acceptable Use

Customer and Authorized Users will not:

  1. Use the Service in violation of applicable law or for any unlawful purpose.
  2. Reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law.
  3. Resell, sublicense, or provide the Service to third parties except as expressly permitted.
  4. Transmit malicious code, attempt to compromise security, or interfere with the Service or other users.
  5. Submit content that infringes the rights of others, that the Customer does not have authority to submit, or that contains export-controlled or government-classified information.
  6. Use the Service to develop a competing product.
  7. Circumvent usage limits, throttling, or access controls.

We may suspend access (in whole or in part) if Customer materially breaches this Section, with notice where reasonably practicable.

6. Third-Party Services and Integrations

The Service interoperates with third-party services, including Microsoft 365, OpenAI, CargoWise, and others Customer may choose to connect. Customer's use of those services is governed by the third party's terms. Starboard is not responsible for third-party services and disclaims liability for their availability, accuracy, or behavior, except as expressly stated.

7. AI-Generated Content

The Service uses large language models to extract information, draft quotes, and assist with related tasks. AI-generated outputs:

  • May be inaccurate, incomplete, or unsuitable for a particular purpose.
  • Are not professional, legal, or commercial advice.
  • Should be reviewed by an Authorized User before being sent to a third party or relied on in a binding commercial decision.

Customer is responsible for the accuracy of any quotes, communications, or commitments it issues using the Service.

8. Fees and Payment

  • Fees. Customer will pay the fees stated in the applicable Order Form.
  • Invoicing and payment terms. Monthly/annual in advance; payment due within 30 days of invoice.
  • Taxes.Fees exclude taxes; Customer is responsible for applicable sales, use, VAT, and similar taxes other than taxes on Starboard's income.
  • Late payment. Overdue amounts accrue interest at 10% per month or the maximum rate permitted by law, whichever is lower.
  • No refunds except as expressly stated.

9. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it with at least reasonable care, and (c) disclose it only to its personnel and advisors who need to know and are bound by confidentiality obligations. Confidential Information does not include information that is public, independently developed, or rightfully received from a third party. The receiving party may disclose Confidential Information when required by law, with reasonable advance notice to the disclosing party where permitted.

Customer Data is Customer's Confidential Information.

10. Intellectual Property

  • Starboard IP. Starboard and its licensors own all right, title, and interest in the Service, including all software, models, documentation, and improvements. Subject to these Terms, we grant Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term.
  • Feedback. If Customer provides suggestions or feedback, Customer grants Starboard a perpetual, royalty-free, irrevocable license to use it without restriction.

11. Warranties and Disclaimers

  • Mutual warranties. Each party represents that it has authority to enter into these Terms.
  • Service warranty. Starboard will provide the Service in a professional manner consistent with industry standards.
  • Disclaimer.EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." STARBOARD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STARBOARD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE.

12. Indemnification

  • By Starboard.Starboard will defend Customer against third-party claims that the Service, as provided by Starboard and used in accordance with these Terms, infringes a valid US patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in settlement. Starboard's obligations do not apply to claims arising from (i) Customer Data, (ii) modifications not made by Starboard, (iii) combinations with non-Starboard products, or (iv) use after notice to discontinue.
  • By Customer.Customer will defend Starboard against third-party claims arising from (i) Customer Data, (ii) Customer's breach of Section 5 (Acceptable Use), or (iii) Customer's violation of law, and will pay damages finally awarded or amounts agreed in settlement.
  • Procedure. Indemnification is conditioned on prompt notice, sole control of defense by the indemnifying party (with reasonable cooperation from the indemnified party), and no settlement that imposes liability on the indemnified party without consent.

13. Limitation of Liability

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) CUSTOMER'S PAYMENT OBLIGATIONS, OR (D) MATTERS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW:

  • NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA.
  • EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO STARBOARD IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Term and Termination

  • Term. These Terms remain in effect during the subscription period stated in the Order Form and any renewals.
  • Termination for cause.Either party may terminate for the other's material breach not cured within thirty (30) days of written notice.
  • Termination for insolvency. Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
  • Effect of termination.On termination, Customer's access ends. We will make Customer Data available for export for 90 days following termination, after which we will delete it except where retention is required by law.
  • Survival. Sections that by their nature should survive (including Sections 4, 9, 10, 11, 12, 13, and 15) survive termination.

15. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflicts of law. The parties consent to exclusive jurisdiction and venue in the courts of Toronto, Ontario, Canada.

16. General

  • Notices. Notices must be in writing and sent to the addresses on the Order Form (for legal notices) or via the Service (for operational notices).
  • Assignment.Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
  • Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
  • Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, or joint venture.
  • Entire agreement. These Terms (with any Order Form, Privacy Policy, and Data Processing Addendum) are the entire agreement and supersede prior understandings on the subject.
  • Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest will remain in effect.
  • No waiver. A failure to enforce a provision is not a waiver.
  • Modifications. We may update these Terms from time to time. Material changes will be communicated with reasonable advance notice. Continued use after the effective date constitutes acceptance.

17. Contact

Starboard Systems Inc.
120 Adelaide Street West, Suite 2500
Toronto, ON M5H 1T1
Canada