Effective Date: October 2, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between the entity subscribing to the MalcolmAI platform ("Customer," "you") and MalcolmAI LLC, an Iowa limited liability company ("MalcolmAI," "we," "us"). By accessing or using the MalcolmAI platform, mobile application, web admin dashboard, or any related services (collectively, the "Service"), you agree to be bound by these Terms and any applicable Module Addendum. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, or if you do not agree to these Terms, you may not use the Service.
For data-protection purposes, this Master Agreement is the "Main Agreement" referenced in MalcolmAI's Data Processing Agreement.
MalcolmAI offers the following independently identified SaaS modules (each a "Module"), each governed by these Terms together with the applicable Module Addendum:
"Check-In Module" means Gate or AutoGate, whichever Customer has subscribed to. Where these Terms or an Addendum refer to the Check-In Module, the reference is to the one identified in Customer's Order.
Customer's Order will specify which Module(s) Customer has subscribed to. These Terms apply to all Modules subscribed to by Customer; the terms of a given Module Addendum apply only to Customers who have subscribed to that Module. No provision of a Module Addendum creates any obligation on, or right in favor of, MalcolmAI or Customer with respect to a Module Customer has not subscribed to.
Subject to the specific descriptions in each Module Addendum, the Service generally includes: (a) a guided mobile application; (b) where AutoGate is subscribed to, a browser-based driver self-service check-in flow requiring no application installation by the driver; (c) AI-powered data extraction and validation; (d) a web-based administration portal; (e) an integration layer consisting of an API and webhooks for connecting MalcolmAI data to Customer's internal systems; and (f) fully managed cloud infrastructure for data storage, processing, and delivery.
Where Customer subscribes to AutoGate, drivers and other third parties who complete self-service check-in are not Authorized Users, and MalcolmAI owes no obligation, and grants no right, to any such person. Customer is responsible for: (a) directing drivers to the self-service check-in flow and for its use at Customer's facility; (b) providing any notice to, or obtaining any consent from, drivers required by applicable law in connection with the collection of their credential and vehicle information; and (c) all data submitted through self-service check-in at Customer's facility, which is Customer Data for all purposes under these Terms. Customer acknowledges that driver adoption of self-service check-in depends on factors outside MalcolmAI's control, and that MalcolmAI makes no commitment as to the proportion of transactions that will be completed by self-service rather than by a gate operator.
To use the Service, MalcolmAI creates an organizational account and Customer designates authorized users on their web portal. Customer is responsible for maintaining the confidentiality of all account credentials and for all activity that occurs under its account.
Customer may authorize employees, contractors, and agents ("Authorized Users") to access the Service on Customer's behalf. Customer is responsible for ensuring that all Authorized Users comply with these Terms and is liable for any breach by its Authorized Users. Drivers who complete self-service check-in through AutoGate are not Authorized Users; see Section 2.4.
Customer must immediately notify MalcolmAI of any unauthorized access to or use of its account. MalcolmAI is not liable for any loss arising from unauthorized use of Customer's account credentials.
The Service is offered on a subscription basis with monthly or annual billing cycles as specified in the applicable order form or subscription agreement ("Order"). Pricing, feature availability, and usage allowances for each Module are defined in the Order. Service Level commitments and associated remedies applicable to Customer's subscription are set forth in the applicable Module Addendum(a).
The subscription fee for a Check-In Module is quoted individually for each subscription and is determined by two things, both recorded in the Order: (a) the annual Scan allowance tier Customer subscribes to, as described in Section 4.2; and (b) the gate configuration at the facility or facilities covered by the Order, as described in Section 4.4. MalcolmAI does not publish a standard rate card, and fees are not standardized across customers; the fee applicable to Customer is the amount stated in Customer's Order. The Scan allowance tiers available to Customer, and the monthly Scan volume and subscription fee associated with each, are set out in the Order, including the next tier above Customer's current tier for the purposes of Section 4.3. Any pricing that MalcolmAI may publish or otherwise make generally available from time to time is indicative only and does not amend or supersede the fee stated in an existing Order.
Yard and Invoicing are each priced as a percentage of the Check-In Module subscription fee, at the percentages stated in the Order. Payments is billed independently as described in Section 4.10 and Addendum C.
"Scan" means one container processed through one gate transaction. A full visit by a container — one in-gate transaction and one out-gate transaction — is two Scans. Scans are counted across all facilities covered by the Order unless the Order states otherwise.
Check-In Module subscriptions are metered against an annual Scan pool ("Annual Scan Pool") rather than a monthly limit. The Annual Scan Pool for a twelve (12) month subscription period is twelve times the monthly Scan volume associated with Customer's tier, as stated in the Order, and is measured cumulatively over that period. The subscription fee is billed as a level monthly amount. The monthly Scan volume associated with a tier is a component of that calculation and is not a monthly cap; Customer usage may vary from month to month without additional charge so long as cumulative usage remains within the Annual Scan Pool.
MalcolmAI applies a forgiveness buffer equal to five percent (5%) of the Annual Scan Pool before any overage is charged. Scans in excess of the Annual Scan Pool and that buffer are billed at $2.50 per Scan, or such other rate as is stated in the Order, in addition to the subscription fee, unless Customer elects a tier change under Section 4.3.
Scans not used within a subscription period expire at the end of that period. Unused Scans do not roll over into a renewal period and are not refundable or creditable.
For any Module priced by annual usage tier, if Customer's cumulative annual usage exceeds the annual usage tier identified in the Order before the end of the then-current twelve (12) month subscription period, Customer may elect through the subscription preferences to either: (a) remain in the current tier and continue paying the current tier's monthly subscription rate through the end of that then-current twelve (12) month subscription period, with Scans in excess of the Annual Scan Pool billed at the overage rate as described in Section 4.2; or (b) move to the next usage tier identified in the Order, in which case the updated monthly subscription rate for that next tier will apply beginning in the month Customer makes that election, and a new twelve (12) month subscription period for that Module will commence as of that month. Customer's Order identifies the next usage tier available to Customer, including its annual Scan volume and monthly subscription rate. If the Order does not identify a next usage tier, MalcolmAI will quote one on Customer's request, and an election under clause (b) takes effect only upon Customer's acceptance of that quote and execution of an updated Order. If Customer elects to pay any annual subscription for the new tier upfront, any applicable annual prepayment discount for that tier will be reflected in the updated Order as of the date of Customer's election. If Customer makes no election, clause (a) applies, and MalcolmAI will bill overage accordingly until Customer elects otherwise or the subscription period ends. Any such tier-change election applies only to the affected Module unless otherwise specified in the Order.
(a) Configuration recorded in the Order. Customer's Check-In Module fee is set in part by reference to the gate configuration stated in the Order, which may include the total number of gate lanes in use, counting inbound and outbound lanes together, the hours per day and days per week the gate is open, the length of a gate shift, and the number of personnel assigned to a single gate lane during a single shift ("people per gate-shift"). The Order records people per gate-shift as either a figure stated by Customer ("Stated Staffing") or, where Customer does not provide one, a figure assumed by MalcolmAI from Customer's expected Scan volume ("Assumed Staffing"), and identifies which applies. Customer represents that the configuration information it provides for the Order is accurate as of the date of the Order.
(b) Verification after go-live. The Service records the operator identity and gate lane associated with each Scan. For the first ninety (90) days after Customer's go-live date, MalcolmAI may use that Service data to determine the actual number of distinct operators per gate lane per shift at Customer's facility. MalcolmAI will not require Customer to disclose payroll or headcount information for this purpose.
(c) One-time step-up. If the observed people per gate-shift exceeds the figure recorded in the Order, and the fee applicable to the observed configuration exceeds Customer's then-current monthly fee by more than fifteen percent (15%), MalcolmAI may adjust Customer's monthly subscription fee for the affected Check-In Module once, by written notice delivered no later than one hundred twenty (120) days after go-live. The notice will state the observed configuration and the adjusted monthly fee. Any such adjustment will not exceed twenty-five percent (25%) of the monthly fee in effect immediately before the notice. The adjusted fee takes effect at the start of the first full billing month beginning at least thirty (30) days after the notice and is prospective only; no retroactive charge applies to periods before that date. MalcolmAI may exercise this right only once per Order during the initial twelve (12) month subscription period. Where the Order records Stated Staffing, an adjustment under this subsection is without prejudice to any remedy available to MalcolmAI for inaccurate information provided under subsection (a).
(d) Balance deferred to renewal. Where the fee applicable to the observed configuration exceeds the adjusted fee permitted by the cap in subsection (c), MalcolmAI may reflect the remaining difference in renewal pricing under Section 4.8 rather than mid-term.
(e) Customer election. Within thirty (30) days after a notice under subsection (c), Customer may either accept the adjusted fee or terminate the affected Check-In Module — and any Module dependent on it under Section 4.9 — effective at the end of the then-current billing month, in which case MalcolmAI will refund any prepaid fees attributable to the terminated Modules for periods after the effective date of termination. Continued use of the affected Module after the adjusted fee takes effect constitutes acceptance of it.
(f) Alternative terms. Where the Order expressly so provides, the adjustment right in this Section is replaced by the alternative pricing or savings-related terms stated in the Order.
(g) Material change by Customer. If Customer materially changes its gate configuration during a subscription period — for example by opening additional inbound or outbound gate lanes, or extending gate hours — Customer will notify MalcolmAI, and the parties will amend the Order to reflect the change effective from the start of the following billing month.
Where offered in the Order, Customer may prepay twelve (12) or twenty-four (24) months of subscription fees in advance in exchange for the prepayment discount stated in the Order. Twenty-four month prepayment is available only for the usage tiers identified as eligible in the Order. Prepayment discounts apply to subscription fees only and do not apply to overage charges under Section 4.2, to Payments transaction fees under Addendum C, or to any adjustment under Section 4.4.
Prepaid fees are non-refundable except as expressly provided in these Terms or an applicable Addendum. Prepayment does not alter Customer's tier-change rights under Section 4.3 or MalcolmAI's adjustment right under Section 4.4; if a tier change or adjustment increases the monthly fee during a prepaid period, Customer will be invoiced for the difference for the remainder of that period.
Subscription fees are invoiced in advance for each billing period, as a level monthly amount where the Order so provides (except as otherwise specified for overage charges under Section 4.2 and for Payments transaction fees in Section 4.10 and Addendum C, which are billed on a usage or transaction basis). Payment is due within thirty (30) days of the invoice date unless otherwise specified in the Order. All fees are stated in U.S. dollars and are non-refundable except as expressly provided in these Terms or an applicable Addendum.
All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, and similar taxes, excluding taxes based on MalcolmAI's income.
Subscriptions automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current period. MalcolmAI may adjust pricing for renewal periods with at least thirty (30) days' prior written notice, including to reflect the usage and gate configuration observed during the prior period and any balance deferred under Section 4.4(d).
Pilot subscriptions. The automatic renewal in this Section 4.8 does not apply to a subscription that the Order identifies as a pilot (a "Pilot Subscription"). A Pilot Subscription runs for the fixed term stated in the Order and ends at the end of that term without renewal and without either party giving notice of non-renewal; billing for it stops when it ends. To continue using the Service after a Pilot Subscription ends, Customer must subscribe to a non-pilot plan under a new or amended Order.
Customer may subscribe to a Check-In Module — Gate or AutoGate — on a standalone basis. Customer may not subscribe to Gate and AutoGate concurrently for the same facility. Where Customer subscribes to a Check-In Module together with Yard, and where Customer also subscribes to Invoicing, those Modules are billed as a single bundled subscription fee as specified in the Order.
Customer may not subscribe to Yard without an active Check-In Module subscription, and may not subscribe to Invoicing without an active Yard subscription. If Customer's Check-In Module subscription terminates or lapses for any reason, Customer's Yard and Invoicing subscriptions terminate automatically and simultaneously. If Customer's Yard subscription terminates or lapses for any reason, Customer's Invoicing subscription terminates automatically and simultaneously.
The Payments module is an independent module and is billed independently of every other Module, on the fee schedule set forth in Addendum C, and may be subscribed to regardless of whether Customer subscribes to any other Module.
Customer may use the Service solely for its internal business operations related to intermodal shipping container gate operations, including driver self-service check-in where AutoGate is subscribed to, yard management, storage invoicing, and ancillary service payment collection, in each case limited to the Module(s) Customer has subscribed to.
Customer shall not: (a) sublicense, resell, or make the Service available to third parties other than Authorized Users, except that drivers may complete self-service check-in as contemplated by Section 2.4; (b) reverse engineer, decompile, or disassemble any component of the Service; (c) attempt to circumvent usage limits, security measures, or access controls, including by processing Scans outside the facilities covered by the Order; (d) use the Service to develop a competing product or service; (e) upload content that is unlawful, infringing, or violates the rights of any third party; (f) introduce malicious code, interfere with the Service's operation, or attempt unauthorized access to MalcolmAI's systems; or (g) use the Service in any manner that violates applicable law or regulation.
MalcolmAI and its licensors retain all right, title, and interest in the Service, including all software, AI models, algorithms, user interfaces, documentation, and related intellectual property. Nothing in these Terms transfers ownership of any MalcolmAI intellectual property to Customer.
If Customer provides suggestions, enhancement requests, or other feedback regarding the Service, MalcolmAI may freely use such feedback without obligation to Customer.
Customer retains all right, title, and interest in and to Customer Data. Customer Data includes any Personal Data (as defined in the Data Processing Agreement) that Customer, its Authorized Users, or drivers using self-service check-in submit to the Service.
Customer grants MalcolmAI a non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely as necessary to provide, maintain, and improve the Service. This includes transmitting images to third-party AI processing services for data extraction purposes and, where Customer turns on driver identity verification, for comparing a driver's selfie with the driver's license photograph. Processing of any Personal Data within Customer Data is subject to MalcolmAI's Data Processing Agreement.
Customer may export its Customer Data at any time during the subscription term through the Service's API or web dashboard. Upon termination, MalcolmAI will make Customer Data available for export for a period of thirty (30) days.
MalcolmAI may generate anonymized, aggregated statistical data derived from Customer's use of the Service ("Aggregated Data"). Aggregated Data will not identify Customer or any individual. MalcolmAI may use Aggregated Data for product improvement, benchmarking, and analytics purposes. Aggregated Data will be created and used in a manner consistent with the Data Processing Agreement.
Customer Data is hosted on Amazon Web Services in the United States, in the US-East-2 (Ohio) and US-East-1 (N. Virginia) regions, as further described in MalcolmAI's Data Privacy Policy and Data Processing Agreement. Where applicable data-protection law grants rights to individuals whose personal data is contained in Customer Data, Customer is the controller/business and is responsible for responding to such requests. MalcolmAI will provide reasonable assistance, as described in the Data Processing Agreement. MalcolmAI does not sell Customer Data or Personal Data, and does not share personal information for cross-context behavioral advertising, as further described in MalcolmAI's Data Privacy Policy.
The Service records operational metadata in the ordinary course, including the number of Scans processed, the gate lane through which each Scan was processed, and the identity of the Authorized User who processed it. MalcolmAI uses this metadata to meter usage against the Annual Scan Pool, to administer Sections 4.2, 4.3, and 4.4, and to provide the Service. Such metadata is Customer Data and is treated in accordance with this Section 7.
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information includes Customer Data, pricing, business plans, and technical specifications.
Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only to fulfill its obligations under these Terms; and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as those herein.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party where legally permitted.
For each Module Customer has subscribed to, MalcolmAI commits to the performance levels set forth in the applicable Module Addendum, covering (as applicable) data extraction accuracy, platform availability, invoicing accuracy, and support response times (collectively, "Service Levels"). Service Levels are measured using the methodology described in the applicable Addendum. If MalcolmAI fails to meet a committed Service Level in a given measurement period, Customer's remedies are limited to the service credits and other remedies specified in the applicable Addendum, which are Customer's sole and exclusive remedy for such failure.
Except as set forth in an applicable Addendum, MalcolmAI warrants that the Service will perform materially in accordance with its published documentation during the subscription term. Customer's sole remedy for breach of this general warranty, to the extent not already addressed by an Addendum, is re-performance of the affected Service or, if MalcolmAI cannot remedy the issue within thirty (30) days, termination of the affected subscription and a pro-rata refund of prepaid fees.
The Service uses artificial intelligence and machine learning to extract data from images. Except for the specific accuracy commitments set forth in the applicable Addendum, AI-generated results may contain errors, and MalcolmAI does not guarantee the accuracy of any specific individual extraction result. The Service includes review features to help Customer identify potentially inaccurate extractions, and Customer acknowledges that AI-extracted data should be independently verified for critical business decisions. Because downstream outputs of the Yard and Invoicing Modules — including yard inventory records, booking draw-downs, dwell calculations, and invoices — are derived from AI-extracted gate events, this disclaimer applies equally to those outputs.
EXCEPT FOR THE COMMITMENTS IN THE APPLICABLE MODULE ADDENDUM(A) AND THE LIMITED WARRANTY IN SECTION 9.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." MALCOLMAI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MALCOLMAI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE BEYOND THE SPECIFIC COMMITMENTS IN THE APPLICABLE ADDENDUM, AND MAKES NO WARRANTY AS TO THE VOLUME OF TRANSACTIONS, LABOR SAVINGS, STAFFING REDUCTIONS, OR OTHER OPERATIONAL OR FINANCIAL OUTCOMES CUSTOMER MAY REALIZE FROM USE OF THE SERVICE, EXCEPT AS EXPRESSLY STATED IN AN ORDER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS AND ALL MODULE ADDENDA SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MALCOLMAI ACROSS ALL SUBSCRIBED MODULES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Any service credits issued under any Module Addendum shall count toward, and not be in addition to, this liability cap. For claims arising solely from a specific Module, the parties agree the cap shall be calculated by reference to fees paid under that Module unless the claim involves multiple Modules, in which case the cap applies in the aggregate across all Modules involved.
The limitations in this Section 10 do not apply to: (a) either party's indemnification obligations; (b) Customer's payment obligations (including overage charges under Section 4.2 and transaction fees due under Addendum C); (c) either party's breach of confidentiality obligations; or (d) liability arising from a party's willful misconduct or gross negligence.
MalcolmAI will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service infringes any U.S. patent, copyright, or trademark, and will pay any resulting damages or settlement amounts, provided that Customer promptly notifies MalcolmAI, gives MalcolmAI sole control of the defense, and provides reasonable cooperation.
Customer will defend, indemnify, and hold harmless MalcolmAI from third-party claims arising from: (a) Customer's use of the Service in violation of these Terms or an applicable Addendum; (b) Customer Data or any content uploaded by Customer; (c) Customer's violation of applicable law; (d) with respect to MalcolmAI Payments, Customer's role as merchant of record, including chargebacks, refund disputes, and claims by drivers, carriers, or cardholders arising from services sold through MalcolmAI Payments; or (e) with respect to AutoGate, claims by drivers or carriers arising from self-service check-in at Customer's facility, including any failure by Customer to provide notices or obtain consents required under Section 2.4.
These Terms are effective from the date Customer first accesses the Service and continue until all subscriptions across all Modules expire or are terminated.
Either party may terminate these Terms, or the applicable Module subscription, if the other party: (a) materially breaches these Terms or an applicable Addendum and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations. Customer's termination rights arising from repeated or chronic Service Level failures for a given Module are governed by the applicable Addendum and constitute a form of termination for cause under this Section, limited to the affected Module unless the failure also independently breaches these Terms.
Customer may terminate an individual Module subscription in accordance with its Order without terminating other Module subscriptions, except that termination of a Check-In Module automatically terminates Yard and Invoicing, and termination of Yard automatically terminates Invoicing, in each case per Section 4.9. Customer's right to terminate following a true-up notice is set forth in Section 4.4(e).
Upon termination of a Module or these Terms: (a) Customer's access to the affected Service will cease; (b) Customer may export its Customer Data within thirty (30) days; (c) after the export period, MalcolmAI will delete Customer Data from its active systems, and backups containing Customer Data will be purged within ninety (90) days of deletion from active systems, subject to any retention required by law; (d) any outstanding fees, including accrued overage charges, become immediately due; (e) any unused Scans in the Annual Scan Pool are forfeited, except where a refund is expressly provided under Section 4.4(e) or Section 9.2; and (f) Sections 6, 7.1, 7.4, 8, 9.4, 10, 11, 13, and 14 survive termination.
Before initiating formal dispute resolution, each party agrees to attempt to resolve disputes informally by contacting the other party. The parties will negotiate in good faith for at least thirty (30) days.
Any dispute that cannot be resolved informally shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in New York, NY. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without being required to first submit to arbitration.
All disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding.
These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions.
These Terms, together with any applicable Order and all applicable Module Addenda, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings. In the event of a conflict between these Terms and an Order, the Order controls as to pricing, usage tiers, gate configuration, and Module selection.
MalcolmAI may update these Terms or any Addendum from time to time. Material changes will be communicated to Customer at least thirty (30) days in advance via email or through the Service. Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms. Changes to these Terms do not alter the pricing, usage tier, or term stated in an existing Order for the remainder of the then-current subscription period.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.
Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, labor disputes, power failures, internet or telecommunications disruptions, or third-party service outages (including outages of Stripe or other third-party payment processors). Any period of Service unavailability directly caused by a Force Majeure event is excluded from Service Level calculations under any Module Addendum.
Notices under these Terms must be in writing and sent to the addresses specified in the applicable Order. Notices to MalcolmAI may also be sent to info@malcolm-ai.com.
For questions about these Terms of Service, please contact us:
MalcolmAI LLC
1183 Tamarack Trail
Iowa City, Iowa 52245
Email: info@malcolm-ai.com
Web: malcolm-ai.com
This Service Level Agreement ("Check-In SLA") applies only to Customers subscribed to MalcolmAI Gate or MalcolmAI AutoGate, and is incorporated into and forms part of the MalcolmAI Master Terms of Service. Capitalized terms not defined in this Addendum have the meaning given in the Terms. References in this Addendum to the Check-In Module mean Gate or AutoGate, whichever Customer has subscribed to.
A.1.1 Commitment. MalcolmAI commits to 98% accuracy of parsing all collected images. In the event of a challenge MalcolmAI commits to reviewing the audit trail to determine if MalcolmAI's platform is responsible for any errors in parsing of collected images.
A.1.2 Exclusions. The accuracy commitment does not apply to, as determined by MalcolmAI: (a) images that are unreadable due to any factor including, but not limited to, physical damage, extreme dirt or corrosion, non-standard or non-compliant markings, or insufficient ambient or artificial lighting at Customer's facility; (b) transactions where Customer's device, network connectivity, or camera hardware fails to meet MalcolmAI's published minimum specifications; (c) transactions captured through AutoGate driver self-service using a driver's own device, where the device, its camera, its network connectivity, or the driver's adherence to the on-screen capture guidance is outside MalcolmAI's control; or (d) any period during which a Force Majeure event under Section 14.7 of the Terms is in effect.
A.2.1 Commitment. MalcolmAI commits to 99.5% monthly uptime for the MalcolmAI cloud application which includes web admin dashboard and backend API, excluding scheduled maintenance (with at least 24 hours' notice) and the offline-first mobile application, which is designed to operate without live connectivity.
A.2.2 AutoGate self-service dependency. The driver self-service check-in flow requires live connectivity from the driver's own device and is therefore not offline-capable. The availability commitment in Section A.2.1 covers MalcolmAI's hosting of that flow and does not cover a driver's own device or network connectivity.
A.3.1 Service Credits. If MalcolmAI falls below the service commitments above, Customer is entitled to a service credit equal to 5% of that month's Check-In Module subscription fees per missed metric, capped at 100% of that month's fees, and capped in aggregate at one month's Check-In Module fees per rolling twelve-month period.
This Service Level Agreement ("Yard SLA") applies only to Customers subscribed to MalcolmAI Yard and, as to Section B.2, only to Customers subscribed to MalcolmAI Invoicing. It is incorporated into and forms part of the MalcolmAI Master Terms of Service. Yard is available only to Customers with an active Check-In Module subscription, and Invoicing only to Customers with an active Yard subscription (Terms Section 4.9). Capitalized terms not defined in this Addendum have the meaning given in the Terms.
B.1.1 Commitment. MalcolmAI commits that on-yard inventory records (location, dwell-day count, and booking-drawdown status) will match physical/audited yard status with at least 98% accuracy, measured monthly against a randomly selected audit sample of at least 5% of Customer's average daily container count (or 50 containers, whichever is greater).
B.1.2 Exclusions. These commitments do not apply to inaccuracies caused by the failure of Customer's gate staff, or of drivers using AutoGate self-service check-in, to accurately capture all containers upon entry to or exit from the yard, or human errors made during container reconciliation.
B.2.1 Commitment. MalcolmAI commits that automated storage invoices generated by the Invoicing Module will correctly apply the rate card in effect at in-gate and correctly calculate dwell-based charges, with at least 98% of invoice line items free of calculation error, measured monthly against all invoices issued in the period as determined by MalcolmAI.
B.2.2 Exclusions. These commitments do not apply to inaccuracies caused by: incorrect or incomplete rate card configuration by Customer, manual overrides by Customer's Authorized Users, or disputes over rate card terms themselves (as opposed to correct application of the configured rate card).
B.2.3 Customer responsibility. Customer is solely responsible for the rates it configures, for reviewing invoices before issuing them, and for the accuracy, legality, and collection of invoices it sends to its own shipping customers. MalcolmAI is not a party to the commercial relationship between Customer and its shipping customers.
Yard and Invoicing share the platform availability commitment set forth in Addendum A, Section A.2, as Yard and Invoicing functionality run on the same web admin dashboard and backend.
B.4.1 Service Credits. For each committed Yard or Invoicing Service Level missed in a measurement period, Customer is entitled to a service credit equal to 5% of that month's subscription fees for the affected Module (or, if billed as part of a bundled subscription, 5% of the portion attributable to that Module as specified in the Order) per missed metric, capped at 100% of that month's fees for the affected Module, and capped in aggregate at one month's fees for that Module per rolling twelve-month period.
This Addendum applies only to Customers subscribed to MalcolmAI Payments and is incorporated into and forms part of the MalcolmAI Master Terms of Service. MalcolmAI Payments is an independent Module; Customer may subscribe to Payments with or without any other Module. Capitalized terms not defined in this Addendum have the meaning given in the Terms.
MalcolmAI Payments enables Customer to create prepaid service orders (e.g., chassis flips, tire changes, lift fees, and other ancillary yard services) for payment by carriers via Stripe-hosted checkout links, with fulfillment verification via QR code scan in the MalcolmAI mobile application.
Customer is the merchant of record for all transactions processed through MalcolmAI Payments. MalcolmAI is not a party to, and assumes no liability for, the underlying sale of goods or services between Customer and the carrier/payer. Customer is solely responsible for: (a) setting prices and service catalog content; (b) fulfilling paid orders; (c) responding to and resolving chargebacks, refund requests, and payment disputes; and (d) compliance with all laws applicable to its sale of services, including consumer protection and tax collection obligations.
C.3.1 Third-Party Processor. All payment processing is performed by Stripe, Inc. ("Stripe") under a Stripe Connected account. Customer must separately accept and comply with Stripe's terms of service, including the Stripe Connected Account Agreement and Stripe Services Agreement, as may be updated by Stripe from time to time.
C.3.2 PCI Scope and Data Handling. Card data is collected and processed directly by Stripe (PCI SAQ-A); card data does not touch MalcolmAI's or Customer's servers. Credit card data retention, PCI DSS compliance scope, and cardholder data handling are governed exclusively by Stripe's own terms and policies, not by these Terms. MalcolmAI makes no independent representations regarding PCI compliance beyond Customer's and MalcolmAI's respective use of Stripe's SAQ-A-eligible integration.
C.3.3 Availability Dependency. MalcolmAI's Payments availability commitment in Section C.5 does not cover, and MalcolmAI is not responsible for, any downtime, errors, or unavailability caused by Stripe's systems, which are covered solely by Stripe's own service terms.
C.4.1 Subscription Fee. Customer will pay a Payments subscription fee of $199 per month, billed in advance, independent of any other subscription fees.
C.4.2 Transaction Fee. In addition to the subscription fee, Customer will pay a transaction fee on each service order processed through MalcolmAI Payments calculated as 7.9% of the transaction value. Transaction fees are in addition to, and separate from, any processing fees charged by Stripe directly to Customer's Stripe account.
C.4.3 Billing. Invoices are delivered and paid via MalcolmAI web portal. Transaction fees are non-refundable except in connection with a refunded transaction under Section C.6.
MalcolmAI commits to 99.5% monthly uptime for the Payments order-creation and QR fulfillment functionality within MalcolmAI's own systems, subject to the Stripe dependency exclusion in Section C.3.3 and the force majeure exclusion in Terms Section 14.7.
Customer, as merchant of record, is solely responsible for determining whether to issue full or partial refunds to payers. MalcolmAI's role is limited to providing the interface through which Customer initiates refunds via Stripe. MalcolmAI does not independently adjudicate refund disputes between Customer and its carriers/drivers.
C.7.1 Service Credits. For failure to meet the availability commitment in Section C.5 (excluding Stripe-caused unavailability), Customer is entitled to a service credit equal to 5% of that month's Payments subscription fee per missed threshold, capped at 100% of that month's subscription fee. Transaction fees are not subject to service credits.
C.7.2 Termination. MalcolmAI reserves the right to terminate customer subscription at any time.
In addition to Terms Section 11.2, Customer will defend, indemnify, and hold harmless MalcolmAI from any claims, fines, or penalties arising from Customer's role as merchant of record, including chargebacks, cardholder disputes, and any failure by Customer to comply with Stripe's terms or applicable payment card network rules.