Effective Date: February 27, 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.
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.
MalcolmAI provides an AI-powered mobile container inspection platform designed for intermodal shipping operations. The Service includes:
To use the Service, Customer must create an organizational account and designate authorized users. 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.
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 limits are defined in the Order.
Fees are invoiced in advance for each billing period. 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.
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 sixty (60) days' prior written notice.
Customer may use the Service solely for its internal business operations related to intermodal shipping container inspection, gate automation, and related logistics activities.
Customer shall not:
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 the data it submits to the Service, including photographs, extracted container information, and associated metadata ("Customer Data"). MalcolmAI does not claim ownership of Customer Data.
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 (such as OpenAI) for data extraction purposes.
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.
"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.
MalcolmAI warrants that the Service will perform materially in accordance with its published documentation during the subscription term. Customer's sole remedy for a breach of this warranty 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. While MalcolmAI strives for high accuracy, AI-generated results may contain errors. The Service includes confidence scoring and review queue features to help identify potentially inaccurate extractions. Customer acknowledges that AI-extracted data should be verified for critical business decisions and that MalcolmAI does not guarantee the accuracy of any specific extraction result.
EXCEPT FOR THE LIMITED WARRANTY ABOVE, 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, ERROR-FREE, OR SECURE.
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 SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MALCOLMAI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this Section 10 do not apply to: (a) either party's indemnification obligations; (b) Customer's payment obligations; (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; (b) Customer Data or any content uploaded by Customer; or (c) Customer's violation of applicable law.
These Terms are effective from the date Customer first accesses the Service and continue until all subscriptions expire or are terminated.
Either party may terminate these Terms if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.
Upon termination: (a) Customer's access to the 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 within a commercially reasonable time; (d) any outstanding fees become immediately due. Sections 6, 7.1, 7.4, 8, 9.3, 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 Iowa City, Iowa. 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 Iowa, without regard to its conflict of law provisions.
These Terms, together with any applicable Order, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.
MalcolmAI may update these Terms 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.
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.
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
Iowa City, Iowa
Email: info@malcolm-ai.com
Web: malcolm-ai.com