Integration Terms

Last updated: November 3, 2026

These Owlery Integration Terms (these “Terms”) are between Owlery Inc. (“Owlery”) and the company that (a) signs an Order Form that references these Terms, or (b) accepts these Terms online or accesses Owlery’s integration APIs or EDI connections (“Integrating Party”). These Terms and any Order Form together make up the “Agreement.” If an Order Form conflicts with these Terms, the Order Form controls. Terms in any Integrating Party purchase order, vendor portal, carrier packet, or similar document don’t apply. If Integrating Party has a separate agreement with Owlery governing its use of the Owlery platform, such as a customer agreement or platform terms of service, that agreement controls if it conflicts with these Terms.

In these Terms, an “Order Form” is any order form, statement of work, or similar document signed by both parties that references these Terms; the “Integration” is the connection between Integrating Party’s systems and the Owlery platform; a “Self-Serve Integration” is an Integration that Integrating Party sets up itself using Owlery’s generally available APIs, EDI specifications, and integration guidelines; a “Scoped Integration” is an Integration whose scope is described in the Defined Scope of an Order Form; a “Customer” is a shipper or other company that uses the Owlery platform to manage its shipments; and “Integration Data” is data exchanged through the Integration, such as quotes, tenders, tracking updates, invoices, and documents.

IMPORTANT: INTEGRATING PARTY IS RESPONSIBLE FOR HOW ITS OWN SYSTEMS SEND, RECEIVE, AND DISPLAY INTEGRATION DATA. PLEASE READ THESE TERMS CAREFULLY, ESPECIALLY THE “TRANSACTION DATA AND SOURCE OF TRUTH” SECTION.

1. Integration Services. For a Self-Serve Integration, Owlery will provide access to its integration APIs, documentation, and test environment, and reasonable email support, and Integrating Party is responsible for building, testing, and maintaining its side of the Integration. For a Scoped Integration, Owlery will set up, test, deploy, monitor, and maintain the Integration for the Defined Scope, provide access to its integration team for troubleshooting, maintain compatibility as Owlery releases updates, and adapt the Integration to routine API version updates and minor API changes by Integrating Party. Owlery may list Integrating Party as “Certified” on owlery.ai/integrations while the Integration is live and after Owlery has validated it. Custom development not included in a Defined Scope, re-integration due to Integrating Party’s platform migration or middleware change, dedicated engineering hours, data migration or backfill, and third-party middleware fees are not included, and Owlery may provide them at $200 per hour or as otherwise agreed in writing.
2. Integrating Party Responsibilities. Integrating Party will maintain its side of the Integration in line with Owlery's integration guidelines and API documentation, send accurate and current Integration Data, keep its credentials secure, and give Owlery at least thirty (30) days' written notice of changes to its systems that could affect the Integration. Integrating Party is responsible for its own middleware and other third-party providers.
3. Transaction Data and Source of Truth. Owlery will make transaction fields available through the Integration as described in its then-current documentation. Each party is responsible for how its own systems, middleware, and third-party providers map, send, receive, interpret, and display Integration Data, including transaction details such as tenders, rates, equipment type, temperature requirements, accessorials, and special instructions. For Integration Data that Owlery sends to Integrating Party, if information in Integrating Party’s systems differs from the information shown for that transaction in the Owlery platform, the Owlery platform controls, and where Integrating Party’s systems do not display all fields provided through the Integration, Integrating Party will review the transaction details in the Owlery platform before accepting or acting on a transaction. For Integration Data that Integrating Party sends to Owlery, the data as received by Owlery controls. Owlery is not responsible for any loss, damage, delay, or claim arising from Integrating Party’s mapping, filtering, or omission of Integration Data, or from errors in Integration Data that Integrating Party sends.
4. Connections on Behalf of Others. If Integrating Party connects to Owlery on behalf of any other company, such as a carrier, broker, or Customer using Integrating Party’s platform, Integrating Party represents that it is authorized to send and receive Integration Data for that company, and Integrating Party is responsible for that company’s use of the Integration and compliance with these Terms.
5. ‍Integrating Party’s Business. Owlery does not guarantee any business, transactions, volume, or revenue through the Integration, and this Agreement is not exclusive. Integrating Party’s business with any other user of the Owlery platform is between Integrating Party and that user.
6. ‍Payment. Fees for a Self-Serve Integration are as shown on Owlery’s pricing page or at signup, and fees for a Scoped Integration are as stated in the Order Form. Fees are nonrefundable, even if the Term is not used in full. Owlery may suspend the Integration if fees are more than fifteen (15) days past due, after written notice.
7. Term. This Agreement begins on the Effective Date stated in the Order Form or, if there is no Order Form, the date Integrating Party first accepts these Terms or accesses the Integration, and remains in effect until terminated by either party with thirty (30) days’ prior written notice. Where recurring fees are specified, the Agreement runs in successive one-year terms and auto-renews unless either party provides written notice at least thirty (30) days prior to the end of the then-current term. When the Agreement ends, Owlery will disable the Integration and remove the Certified listing. Sections that by their nature should survive termination, including Payment (for amounts owed), Ownership, Confidentiality, Data, Transportation Services, Indemnification, Limitation of Liability, and Governing Law, will survive.‍
8. Pricing Adjustments. Owlery may adjust fees under an Order Form effective at the start of any renewal Term with at least sixty (60) days’ prior written notice. Owlery may begin charging fees for a Self-Serve Integration, or change those fees, with at least sixty (60) days’ prior written notice. If Integrating Party does not agree to new or changed fees, it may terminate this Agreement before they take effect.
9. Ownership. Owlery owns the Owlery platform and all integration code, mappings, configurations, and other work product it creates, including for a Scoped Integration, and may reuse them for any purpose. Integrating Party receives no rights in them except to use the Integration during the Term. Integrating Party’s non-public information and Integration Data are not part of this work product.
10. Confidentiality. Each party will protect the other's non-public business, technical, and customer information with at least reasonable care and use it only to perform under this Agreement.‍
11. Data. Each party retains ownership of its data. Integrating Party authorizes Owlery to share Integration Data with the other parties to the transactions it relates to, such as the Customer, carrier, or broker, which is the purpose of the Integration. Owlery will use Integration Data only to provide the Integration and related services to users of the Owlery platform and to operate and improve the Owlery platform, and will maintain commercially reasonable security safeguards. In addition, Owlery may use Integration Data in aggregated or de-identified form that does not identify Integrating Party for any purpose. The Confidentiality section does not limit Owlery’s use of Integration Data as permitted by this section.‍
12. Transportation Services. Owlery is a software provider, not a carrier, broker, or shipper, and is not a party to any arrangement between Integrating Party and any other user of the Owlery platform. Quotes, tenders, acceptances, and other commitments Integrating Party sends through the Integration are its own. Owlery is not responsible for loss, damage, or delay to any shipment, or for payments between Integrating Party and any other user of the Owlery platform.
13. Indemnification. Each party agrees to hold the other harmless from any claims, damages, or losses arising from the acts or omissions of its own personnel, systems, or third-party vendors, including, for Integrating Party, claims arising from the products or services it provides or purchases through the Integration and from its mapping or handling of Integration Data.
14. Service Availability. OWLERY DOES NOT GUARANTEE UNINTERRUPTED SERVICE AND IS NOT RESPONSIBLE FOR FAILURES OR PERFORMANCE ISSUES ARISING FROM INTEGRATING PARTY’S SYSTEMS, MIDDLEWARE, OR THIRD-PARTY PROVIDERS. EXCEPT AS STATED IN THIS AGREEMENT, THE INTEGRATION IS PROVIDED “AS IS,” AND OWLERY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.‍
15. Limitation of Liability. EXCEPT FOR INTEGRATING PARTY’S INDEMNIFICATION OBLIGATIONS, EITHER PARTY’S BREACH OF CONFIDENTIALITY, OR INTEGRATING PARTY’S BREACH OF TRANSACTION DATA AND SOURCE OF TRUTH, NEITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY INTEGRATING PARTY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM AND (B) $5,000. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS.
16. Name and Logo. Each party may use the other's name and logo to identify the Integration, including in Owlery's integration directory and in communications with Customers and prospective Customers.‍
17. Changes to These Terms. Owlery may update these Terms by posting a new version at owlery.ai/legal/integration-terms. If Integrating Party has a renewal Term, an update applies from its next renewal Term if Owlery gives at least thirty (30) days’ notice beforehand. Otherwise, an update applies thirty (30) days after Owlery posts it or notifies Integrating Party, and continued use of the Integration after that date constitutes acceptance.‍
18. Notices. Any notices required under this Agreement may be delivered via email to the addresses in the Order Form or, if there is no Order Form, the email address associated with Integrating Party’s Owlery account.
19. Governing Law. This Agreement is governed by the laws of the State of California, and any dispute will be brought in the state or federal courts located in Santa Clara County, California.‍
20. Assignment. Neither party may assign this Agreement without the other's consent, except in connection with a merger or sale of substantially all of its assets.‍
21. Entire Agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, communications, and agreements between them on its subject matter, including any prior integration services agreement for the same Integration, except for any separate agreement described in the opening paragraph of these Terms. This Agreement may be amended only in writing signed by both parties, except for updates under “Changes to These Terms,” fee changes under “Pricing Adjustments,” and Customers added under an Order Form or through the Owlery platform.

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