Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a binding agreement between you ("Customer", "you", or "your") and BOSOPT ("Company", "we", "us", or "our"). By accessing or using any BOSOPT service — including our website (bosopt.com), web platform, mobile applications, and APIs — you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you may not use our services.

Customer is responsible for ensuring that all of its authorized users — including fleet managers, dispatchers, operations staff, and drivers who access the BOSOPT Driver App — comply with these Terms when using the services under Customer's subscription.

2. Description of Services

BOSOPT provides a route optimization and execution platform for delivery, distribution, and logistics operations. The platform is designed to be configured around each customer's operational data, constraints, and goals.

Services include:

• Route Optimization: Optimization of last-mile and middle-mile routes, including planning, driver assignment, and constraint handling.
• BOSOPT Control Tower: A web-based platform for dispatchers and operations teams, including Planning View for route building and Operations View for live execution monitoring.
• BOSOPT Driver App: A mobile application (iOS and Android) for drivers to receive assignments, navigate routes, update delivery status, and capture proof of delivery.
• BOSOPT Optimization API: A programmatic interface for customers who integrate BOSOPT's optimization engine with their own systems.

The specific services included in your subscription are documented in your subscription agreement.

3. Account Registration and Authorized Users

To use BOSOPT, you must register an account and provide accurate, complete information. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account.

3.1. Account Administrator

Each Customer account has one or more designated administrators who manage user access, configure settings, and oversee their organization's use of the platform. Customer is responsible for configuring user access, promptly removing inactive users, maintaining endpoint security, and protecting credentials. BOSOPT's security obligations do not require controls beyond those expressly stated in these Terms or a signed security exhibit.

3.2. Authorized Users

You may authorize employees, contractors, and agents of your organization to access BOSOPT under your account. This includes drivers who use the BOSOPT Driver App in the course of their employment with you. You are responsible for ensuring that all authorized users comply with these Terms.

3.3. B2B Model

BOSOPT is a business-to-business service. Driver accounts are created and managed by the Customer organization. Drivers access the BOSOPT Driver App under their employer's subscription — not as individual consumers.

3.4. Driver Workforce, Safe Use, and Compliance

Customer is responsible for providing all notices, obtaining all consents, and satisfying all legal requirements applicable to its employees, contractors, drivers, dispatchers, and other authorized users, including requirements relating to mobile-device use, GPS/location tracking, proof of delivery, work monitoring, wage and hour rules, labor laws, and workplace policies. Drivers must not interact with the BOSOPT Driver App while operating a vehicle unless it is safe and lawful to do so; Customer is responsible for training drivers and personnel on safe and lawful use of mobile devices. BOSOPT provides technology tools only and does not employ, supervise, control, or manage Customer's drivers or personnel.

4. Subscription Tiers, Billing, and Cancellation

4.1. Subscription Tiers

BOSOPT offers tiered subscription packages — Foundation, Plus, and Pro — each providing different levels of platform access and support. The specific tier, pricing, and scope of your subscription are documented in your subscription agreement.

4.2. Billing

Subscription fees are billed on a recurring basis through a third-party payment processor. By subscribing, you authorize BOSOPT to charge your designated payment method at the agreed billing interval. All fees are stated in U.S. dollars unless otherwise specified.

4.3. Renewals

Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. We will provide at least thirty (30) days' notice before any changes to pricing take effect on renewal.

4.4. Cancellation

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period. No refunds are issued for partial billing periods. Upon cancellation, your access to BOSOPT services will continue until the end of the paid period, after which your account will be deactivated.

5. Acceptable Use

You agree to use BOSOPT services only for lawful business purposes related to your logistics operations. You may not:

• Use the services in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to any part of the platform, other accounts, or related systems
• Interfere with or disrupt the integrity or performance of the services
• Reverse-engineer, decompile, or disassemble any part of the BOSOPT platform
• Use the services to benchmark, train, develop, or improve a competing product or service, or disclose performance comparisons without our prior written consent
• Share, resell, or sublicense your access to BOSOPT without our written consent
• Upload or transmit malicious code, viruses, or harmful data
• Use automated means (bots, scrapers) to access the services beyond the scope of the BOSOPT Optimization API as documented

BOSOPT may impose reasonable usage limits, rate limits, credit limits, API limits, optimization-job limits, or temporary restrictions where Customer's use materially exceeds expected levels, creates excessive third-party cost exposure, appears erroneous or abusive, threatens platform stability, or may result in unpaid charges.

We reserve the right to suspend or terminate access for violations of these Terms.

6. Customer Data

6.1. Ownership

You retain all rights to the data you upload to BOSOPT ("Customer Data"), including route data, stop information, driver records, delivery records, and operational configurations. BOSOPT does not claim ownership of your data.

6.2. License to BOSOPT

By using our services, you grant BOSOPT a limited, non-exclusive license to use, process, and store your Customer Data solely for the purposes of:

• Providing and operating the services you have subscribed to
• Generating optimized routes, assignments, and operational plans
• Improving and developing the BOSOPT platform and optimization engine, using only aggregated, anonymized, de-identified data that cannot reasonably identify you or your customers

6.3. Customer Representations and Subprocessors

Customer is responsible for ensuring that Customer Data may lawfully be provided to BOSOPT and processed through the services. Customer represents that it has obtained all necessary rights, permissions, consents, and notices required for BOSOPT to process Customer Data as described in these Terms and the Privacy Policy. BOSOPT may disclose Customer Data to subprocessors, service providers, infrastructure providers, payment processors, professional advisors, and legal authorities as necessary to provide, secure, support, bill for, and operate the services, subject to appropriate confidentiality, security, or legal obligations.

6.4. Data Handling

We process Customer Data in accordance with our Privacy Policy. Upon account termination, you may request export or deletion of your Customer Data. We will comply within thirty (30) days, except that BOSOPT may retain copies in backups, audit logs, billing records, security records, dispute records, and as required by applicable law, provided retained data remains subject to applicable confidentiality and security obligations and is deleted in the ordinary course under BOSOPT's standard retention practices.

6.5. Security

BOSOPT will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, misuse, or disclosure. BOSOPT will notify Customer without undue delay after confirming unauthorized access to Customer Data, subject to applicable law and legitimate security, legal, or investigative needs.

6.6. Data Processing Addendum

If Customer Data includes personal information, personal data, precise location data, or similar regulated data, Customer and BOSOPT will enter into a Data Processing Addendum or other privacy terms where required by applicable law or requested by BOSOPT.

7. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with these Terms ("Confidential Information"). This includes, without limitation: Customer Data, BOSOPT pricing terms, technical configurations, optimization parameters, and business plans.

Confidential Information may not be disclosed to third parties except: (a) with the disclosing party's written consent; (b) to employees or contractors who need access to perform obligations under these Terms and are bound by confidentiality obligations; or (c) as required by law.

Confidentiality obligations survive termination of these Terms for a period of three (3) years, or as specified in a separate non-disclosure agreement between the parties, whichever is longer.

8. Intellectual Property

8.1. BOSOPT Platform

BOSOPT and its licensors retain all rights, title, and interest in and to the BOSOPT platform, including the optimization engine, algorithms, software, APIs, user interfaces, documentation, and all related intellectual property. These Terms do not grant you any ownership rights in the platform.

8.2. Customer Data

As stated in Section 6, you retain all rights to your Customer Data. Nothing in these Terms transfers ownership of your data to BOSOPT.

8.3. Feedback

If you provide suggestions, feature requests, or other feedback about BOSOPT services, we may use that feedback without restriction or obligation to you.

9. Warranties and Disclaimers

9.1. Service Availability

BOSOPT will use commercially reasonable efforts to maintain the availability and performance of the platform. We do not guarantee uninterrupted or error-free operation. Scheduled maintenance windows will be communicated in advance when possible.

BOSOPT may modify, update, suspend, or discontinue features of the services from time to time. Where commercially practicable, BOSOPT will provide reasonable advance notice of material reductions in core functionality, except where changes are required for security, legal, operational, third-party provider, or platform-stability reasons.

9.2. Optimization Results

Route optimization results are generated based on the data, constraints, and parameters provided by you. BOSOPT does not guarantee specific outcomes such as cost savings, distance reductions, or on-time delivery rates. Results depend on data quality, operational conditions, and factors outside our control.

9.3. Operational Responsibility

BOSOPT provides decision-support tools for route planning and optimization. You are solely responsible for all transportation, safety, regulatory, driver management, and vehicle operation decisions. BOSOPT is not liable for any outcomes, incidents, or losses arising from the implementation of routes, assignments, or other outputs generated by the services. The services do not replace professional judgment, regulatory compliance, or operational oversight by your organization.

BOSOPT is not a motor carrier, freight broker, freight forwarder, dispatcher, logistics provider, employer, joint employer, driver manager, or transportation operator. Customer remains solely responsible for all transportation services, dispatch decisions, driver supervision, labor compliance, vehicle compliance, permits, insurance, safety practices, customer commitments, and execution of routes.

9.4. Third-Party Services and Data

The services may rely on third-party infrastructure, payment processors, hosting providers, mapping, geocoding, traffic, navigation, mobile operating systems, app stores, telecommunications, and internet providers. BOSOPT is not responsible for errors, delays, outages, inaccurate map or traffic data, navigation issues, GPS inaccuracies, app store availability, or third-party service failures, except to the extent caused by BOSOPT's breach of these Terms.

9.5. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOSOPT PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BOSOPT DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT OPTIMIZATION RESULTS WILL ACHIEVE PARTICULAR OPERATIONAL OUTCOMES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOSOPT'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO BOSOPT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL BOSOPT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF BOSOPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply to all claims in the aggregate, including without limitation claims based on warranty, contract, tort, strict liability, and any other legal theory.

The limitations in this section do not apply to: (a) either party's payment obligations; (b) liability arising from fraud or willful misconduct; or (c) misappropriation of the other party's intellectual property. BOSOPT's indemnification obligations under Section 11.1 shall not exceed two times the amounts paid by you to BOSOPT in the twelve (12) months immediately preceding the claim. Your indemnification obligations under Section 11.2 are not subject to the 12-month cap in this section.

11. Indemnification

11.1. By BOSOPT

BOSOPT will defend you against any third-party claim alleging that the BOSOPT platform, as provided to you, infringes a U.S. patent, copyright, or trade secret, and will pay any resulting damages or settlement amounts. If the services become, or in our opinion are likely to become, the subject of an infringement claim, we may at our option: (a) procure the right for you to continue using the services; (b) modify the services to be non-infringing; or (c) terminate your subscription and refund prepaid fees for the unused portion. This obligation does not apply to claims arising from: your Customer Data, your modifications to the services, use of the services in combination with non-BOSOPT products, or use inconsistent with these Terms.

11.2. By You

You agree to indemnify, defend, and hold harmless BOSOPT and its officers, directors, employees, and agents from any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your Customer Data or content you upload to the platform; (b) your operational decisions based on outputs of the services; (c) your use of Service outputs; (d) your transportation, delivery, or dispatch activities; (e) your misuse of the services; (f) your violation of these Terms; or (g) your violation of any applicable law or regulation.

11.3. Indemnification Process

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a manner that admits fault by the indemnified party, imposes non-monetary obligations on the indemnified party, requires payment by the indemnified party, or otherwise imposes obligations on the indemnified party, without prior written consent.

12. Termination

12.1. By You

You may terminate your subscription at any time as described in Section 4.4. Termination does not relieve you of any obligation to pay fees incurred before the effective date of termination.

12.2. By BOSOPT

We may suspend or terminate your access to the services if: (a) you breach these Terms and fail to cure the breach within fifteen (15) days of written notice; (b) you fail to pay fees when due; (c) we are required to do so by law; or (d) we reasonably believe your use poses a security risk to the platform or other customers.

12.3. Effect of Termination

Upon cancellation for convenience under Section 4.4, your access continues through the end of the then-current paid billing period. Upon termination for cause, nonpayment, legal requirement, security risk, misuse, or violation of these Terms, BOSOPT may suspend or terminate access earlier. Termination does not relieve you of obligations to pay fees incurred before termination.

You may request export of your Customer Data for up to thirty (30) days after termination. After that period, we may delete your data in accordance with our standard data retention practices. Deletion remains subject to the retention exceptions in Section 6.4. Sections that by their nature should survive termination — including Acceptable Use (Section 5), Confidentiality (Section 7), Intellectual Property (Section 8), Limitation of Liability (Section 10), Indemnification (Section 11), and Governing Law (Section 13) — will survive.

13. Governing Law and Dispute Resolution

13.1. Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to conflict of law principles.

13.2. Dispute Resolution

Any dispute arising from these Terms shall first be addressed through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles County, California. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Each party agrees that disputes will be resolved on an individual basis only and not as a class, collective, consolidated, or representative action. The arbitrator may not consolidate the claims of multiple parties or preside over any form of class or representative proceeding.

If the class-action waiver in this section is determined to be unenforceable with respect to any claim, that claim shall be severed from arbitration and adjudicated in a court of competent jurisdiction in Los Angeles County, California. The remaining claims shall continue in arbitration on an individual basis.

13.3. Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or Confidential Information without first engaging in the dispute resolution process above.

14. Modifications to Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date at the top of this page and notify you through a prominent notice within the platform or via the email address associated with your account at least thirty (30) days before the changes take effect.

Your continued use of the services after the effective date of the updated Terms constitutes acceptance. If you do not agree with the updated Terms, you must discontinue use and cancel your subscription before the changes take effect.

Changes to these Terms will not modify the commercial terms, minimum commitments, signed order forms, or signed subscription agreements between you and BOSOPT unless expressly permitted by those documents.

15. General Provisions

• Entire Agreement and Order of Precedence: If you have entered into a separate written subscription or services agreement with BOSOPT (the "Subscription Agreement"), that Subscription Agreement is the master commercial contract governing your use of the BOSOPT services. These Terms apply as the platform, application, and website acceptable-use layer beneath that Subscription Agreement. In the event of conflict among documents, the following order controls: (1) the order form, exhibit, or schedule setting commercial terms; (2) any Data Processing Addendum; (3) the body of the Subscription Agreement; (4) any mutual non-disclosure agreement between the parties; (5) these Terms of Service; and (6) any document marked as a summary or provided for convenience only. If you have not entered into a separate Subscription Agreement, these Terms together with our Privacy Policy constitute the entire agreement between you and BOSOPT regarding the services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• Assignment: You may not assign these Terms without our prior written consent. BOSOPT may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party is liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, or internet infrastructure failures.
• Customer Reference: BOSOPT may identify Customer by name as a customer in customer lists unless Customer opts out in writing at info@bosopt.com. Use of Customer's logo, press releases, case studies, or detailed descriptions of Customer's use of the services requires Customer's prior written approval.
• App Store Terms: The BOSOPT Driver App is distributed through third-party app stores including Apple's App Store and Google Play. Your use of the Driver App is also subject to the terms and conditions of the applicable app store and is supplemented by Apple's Licensed Application End User License Agreement and Google Play's Terms of Service as applied to the Driver App at the time of installation. Apple Inc. and Google LLC are intended third-party beneficiaries of these Terms with respect to the Driver App and shall have the right to enforce these Terms against you as a user of the Driver App distributed through their respective stores.
• Export and Sanctions Compliance: You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions, and that you are not on any U.S. or other applicable government list of restricted parties. You agree to use the services in compliance with all applicable export control, sanctions, and anti-corruption laws.
• Notices: All notices under these Terms must be sent by email with confirmation of receipt, or by certified mail. Notices to BOSOPT should be sent to info@bosopt.com. Notices to you will be sent to the email address associated with your account. Notices are deemed received on the date of confirmed delivery.

16. Contact

If you have questions about these Terms of Service, please contact us:

• Email: info@bosopt.com
• Website: www.bosopt.com/contact