1.Acceptance
By registering for an API key, completing a Stripe checkout for any CarrierOk API plan, or accessing the CarrierOk API, you (“Customer,” “you”) agree to these API Terms of Service (“Terms”). These Terms form a binding agreement between you and Parley Information Corp., d/b/a CarrierOk (“CarrierOk,” “we”).
If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” means that organization.
You represent that you have full authority to enter into and perform these Terms and that doing so does not conflict with any other agreement to which you are a party.
If you do not agree, do not use the API.
2.Definitions
- “API” means the CarrierOk application programming interface, including all endpoints, documentation, SDKs, and related developer tools.
- “Licensed Data” means the data, scores, metrics, and other content returned by the API in response to a valid request.
- “Registrant” means any entity required to register with the U.S. Department of Transportation and identified by a USDOT number, MC docket number, or other federal motor carrier docket number, including motor carriers, brokers, freight forwarders, shippers, intermodal equipment providers, and cargo tank facilities.
- “Billable Event” means a chargeable API request, as defined for each endpoint in your plan. Common models include: (a) per unique Registrant queried per calendar month (repeat queries for the same Registrant in the same month are not separately billed), (b) per request, or (c) other usage-based units specified in your plan.
- “Commercial Use” means any use of Licensed Data in connection with a product, service, deliverable, report, or workflow that is provided to or made available to a third party. Commercial Use requires a separate written addendum (Section 4).
- “Internal Use” means use of Licensed Data solely within your organization for your own internal business operations, where Licensed Data is not shared with, surfaced to, or used to generate any deliverable for any third party.
3.License and Restrictions
3.1License Grant
Subject to these Terms and your payment of fees, CarrierOk grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term to access the API and use Licensed Data for Internal Use. The license is granted only to the legal entity that accepts these Terms. Use by affiliates, parents, subsidiaries, or contractors of Customer is permitted only if Customer remains fully responsible for their compliance, and any act or omission by such party is treated as Customer’s own.
3.2Restrictions
You will not, and will not permit any third party to:
- use Licensed Data for Commercial Use without a signed Commercial Use Addendum;
- sublicense, sell, resell, rent, lease, or redistribute Licensed Data, in whole or in part, as a standalone product or as a material component of a product or service;
- use Licensed Data to build, train, fine-tune, or refine any database, scoring model, machine-learning model, or other product or process designed to replicate, approximate, or substitute for Licensed Data or the API, whether for internal use or external distribution;
- reverse-engineer, decompile, or attempt to derive CarrierOk’s proprietary scoring methodologies, algorithms, risk models, or aggregation logic;
- cache or retain Licensed Data beyond the period permitted in Section 6.4;
- circumvent or exceed any rate limits, quotas, or technical access controls;
- use the API in violation of applicable law, including laws governing data privacy, consumer protection, fair credit reporting, or equal credit opportunity;
- use the API in support of any product or service intended to compete with CarrierOk; or
- use automated means (including bots, crawlers, or scrapers) to access the API except through documented endpoints in accordance with their intended use, or harvest, mirror, or systematically collect data beyond the volume reasonably required for your good-faith Internal Use.
3.3Reservation of Rights
All rights not expressly granted to you under these Terms are reserved by CarrierOk. No license is granted by implication, estoppel, or otherwise.
4.Commercial Use
Use of Licensed Data for Commercial Use is not permitted under these Terms alone and requires a signed Commercial Use Addendum with CarrierOk. Commercial Use includes, without limitation:
- incorporating Licensed Data into consulting reports, advisory deliverables, or compliance assessments provided to clients;
- embedding Licensed Data into any software product, dashboard, application, or workflow accessible to any third party;
- using Licensed Data to inform a product, service, recommendation, or decision delivered to a third party; or
- any use in which Licensed Data generates direct or indirect revenue from a third party.
To inquire about a Commercial Use Addendum, contact CarrierOk. Unauthorized Commercial Use is a material breach of these Terms.
5.Your Account, Keys, and Security
5.1Account
You are responsible for the accuracy of the information in your account and for all activity that occurs under your account. CarrierOk may decline to issue, suspend, or revoke an API key at its discretion, including if it has reason to believe the account is operated by a competitor, a sanctioned entity, or an entity that has previously breached these Terms (or that is affiliated with such an entity).
5.2API Keys
API keys are confidential and are issued for your use only. You will (a) keep keys confidential, (b) not share keys outside your organization, (c) rotate keys promptly on personnel changes or suspected compromise, and (d) notify CarrierOk in writing without undue delay if you believe a key has been exposed.
You are responsible for all activity conducted using keys issued to your account, whether authorized by you or not, until you notify us of compromise.
5.3Rate Limits
We may apply, adjust, or remove rate limits, request quotas, or other technical controls at any time to protect the API and ensure fair use. Current limits, where applicable, are described in the API documentation.
6.Data
6.1Sources
Licensed Data is derived from public-source data (including U.S. government data) and from CarrierOk’s proprietary processing, scoring, and enrichment.
6.2No Warranty of Accuracy
Public-source data may contain errors, omissions, or stale records. CarrierOk does not represent or warrant that Licensed Data is accurate, complete, current, or fit for any specific purpose. You will not rely on Licensed Data as the sole basis for any decision that requires legally verified data (e.g., consumer credit decisions, employment decisions, or other decisions regulated by the Fair Credit Reporting Act). See also Section 10 (Disclaimer).
6.3Customer Data
Limited information about you and your authorized users (such as account email, organization ID, and request metadata) is processed to deliver the API. CarrierOk processes this information in accordance with its Privacy Policy as published from time to time.
6.4Retention and Deletion
You may store Licensed Data for a given Registrant for up to thirty (30) days following your most recent query for that Registrant. If you do not re-query within that period, you will delete all copies of the Licensed Data for that Registrant, including derivatives, caches, and database entries.
On termination, you will delete all Licensed Data within thirty (30) days and, on request, certify deletion in writing.
6.5Use of Data
CarrierOk may collect, use, retain, and process data derived from your use of the API — including request metadata, usage patterns, and the content of API requests and responses — to operate, secure, monitor, evaluate, develop, and improve CarrierOk’s products, services, models, and data offerings. CarrierOk’s handling of personal information is governed by its Privacy Policy as published from time to time.
6.6Prohibited Data
You will not submit to the API any data that is subject to special legal or regulatory protection unless CarrierOk has specifically agreed in writing to receive it, including: protected health information governed by HIPAA, payment cardholder data governed by PCI DSS, financial account information protected by the Gramm-Leach-Bliley Act, biometric identifiers governed by state biometric privacy laws, personal information of children under 13 covered by COPPA, or government-classified information. The API is not designed or warranted to process such data, and you assume all risk and liability if you submit such data in violation of this Section.
7.Fees, Billing, and Taxes
7.1Consumption-Based Pricing
The API is billed on a usage basis under your plan. Rates and Billable Event definitions for your plan are stated at checkout and in your account. We may change rates on at least thirty (30) days’ notice, effective at the start of the following calendar month.
7.2Payment Method
You will maintain a valid payment method on file. By providing a payment method, you authorize us to charge all fees incurred under your plan through CarrierOk’s third-party billing processor.
7.3Billing Cycle
Usage is calculated on a calendar month basis. Self-serve plans are charged in arrears at the end of each calendar month or at thresholds defined in your account. Enterprise or addendum-based plans are billed as set forth in the applicable agreement.
7.4Late Payment
Unpaid amounts accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is less. We may suspend API access for unpaid balances on at least fifteen (15) days’ written notice.
7.5Disputes
Our API logs are the authoritative record of your usage. You may request a usage report for any billing period. Billing disputes must be raised in writing within thirty (30) days of the charge, after which the charge is deemed accepted.
7.6Taxes
You are responsible for all sales, use, VAT, and similar taxes arising from your use of the API, other than taxes on CarrierOk’s net income.
7.7No Refunds
Except as expressly stated in these Terms or required by law, fees are non-refundable.
8.Service Availability, Changes, and Support
8.1No Uptime Commitment
The API is provided “as is” and “as available.” Unless a specific service level is agreed in a signed addendum, we do not guarantee any uptime, response time, or availability level.
8.2Maintenance and Outages
We are not liable for unavailability or degradation caused by: (a) scheduled or emergency maintenance; (b) third-party infrastructure (including cloud hosting); (c) force majeure (Section 14.8); (d) your misuse or excessive demand on the API; or (e) any cause beyond our reasonable control. We will use commercially reasonable efforts to provide advance notice of planned maintenance.
8.3Changes to the API
We may modify, add, deprecate, or remove endpoints, fields, or features at any time. For backward-incompatible changes to existing endpoints, we will use commercially reasonable efforts to provide at least thirty (30) days’ notice via email or developer documentation.
8.4Support
CarrierOk may provide support at its discretion. Unless agreed in a signed addendum, CarrierOk does not commit to specific response times, resolution times, or service levels. Critical security and availability issues are addressed on a commercially reasonable best-efforts basis.
9.Confidentiality
Each party (“Receiving Party”) will protect the other party’s (“Disclosing Party”) non-public information disclosed in connection with these Terms (“Confidential Information”), including pricing, technical specifications, and architecture, with the same care it uses for its own confidential information of a similar nature (and at least reasonable care), and will not use Confidential Information except to exercise its rights or perform its obligations under these Terms.
Confidential Information excludes information that: (a) is or becomes public without breach; (b) was known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.
Nothing in this Section restricts CarrierOk from independently developing, marketing, or offering any product or service to any market, including products or services that compete with the customer, provided CarrierOk does not use the customer’s Confidential Information in doing so.
10.Disclaimer
LICENSED DATA IS DERIVED FROM THIRD-PARTY SOURCES, INCLUDING PUBLICLY AVAILABLE GOVERNMENT DATA. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE API AND LICENSED DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CARRIEROK DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. CARRIEROK IS NOT LIABLE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANY THIRD PARTY IN RELIANCE ON LICENSED DATA. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE API AND LICENSED DATA.
11.Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE API, EVEN IF ADVISED OF THE POSSIBILITY.
CARRIEROK’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO CARRIEROK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THESE LIMITATIONS DO NOT APPLY TO: (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (C) YOUR BREACH OF SECTIONS 3 (LICENSE AND RESTRICTIONS) OR 9 (CONFIDENTIALITY); OR (D) LIABILITY THAT CANNOT BE LIMITED BY LAW.
12.Indemnification
You will defend, indemnify, and hold harmless CarrierOk and its affiliates, officers, directors, employees, and agents from and against any third-party claim, and resulting damages, losses, and reasonable attorneys’ fees, arising from: (a) your use of the API or Licensed Data in violation of these Terms or applicable law; (b) any product or service you offer that incorporates or is informed by Licensed Data; (c) your failure to safeguard API keys (Section 5.2); (d) your submission of Prohibited Data under Section 6.6; or (e) your infringement or misappropriation of any third-party right.
CarrierOk will promptly notify you in writing of any claim for which indemnification is sought and give you sole control of the defense and settlement, provided that you may not settle any claim that imposes any non-monetary obligation on, or admits liability of, CarrierOk without CarrierOk’s prior written consent. CarrierOk will reasonably cooperate at your expense.
13.Suspension, Term, and Termination
13.1Term
These Terms begin when you accept them and continue until terminated under this Section.
13.2Termination by You
You may cancel API access at any time through your account or by contacting support. Cancellation is effective at the end of the then-current calendar month, and you remain responsible for fees accrued through that date.
13.3Suspension
In addition to its termination rights, CarrierOk may suspend (temporarily disable) your API access if: (a) you are in material breach of these Terms; (b) your usage poses a security, performance, or operational risk to the API or other customers; (c) your account has an outstanding unpaid balance for more than fifteen (15) days; or (d) suspension is required to comply with applicable law or a binding order. We will provide notice of suspension where practicable and will restore access promptly once the cause is cured. Suspension does not relieve you of your obligation to pay fees accrued before suspension.
13.4Termination by CarrierOk
We may terminate your access immediately on notice for: (a) material breach, including unauthorized Commercial Use or violation of Section 3.2; (b) non-payment after fifteen (15) days’ written notice; (c) use that poses a risk to our systems, data, or other customers; or (d) violation of applicable law. We may also terminate for convenience on thirty (30) days’ written notice.
13.5Effect of Termination
On termination: (a) your right to access the API ends; (b) you will delete all Licensed Data within thirty (30) days under Section 6.4; and (c) all accrued and unpaid fees become immediately due.
13.6Survival
Sections 2, 3.2, 3.3, 4, 5.2 (last sentence), 6.4, 6.5, 6.6, 7.4–7.7, 9, 10, 11, 12, 13.5, 13.6, and 14 survive termination.
14.General
14.1Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 — Arbitration and Class Waiver — Please Read Carefully
Any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof (a “Dispute”), will be resolved by binding arbitration as set forth in this Section 14.2.
(a) Primary Forum — Delaware Rapid Arbitration Act
Where both parties are business entities and the statutory requirements are otherwise satisfied, the Dispute will be resolved by binding arbitration under the Delaware Rapid Arbitration Act, 10 Del. C. § 5801 et seq. (“DRAA”), before a single arbitrator selected by the parties or, failing agreement, appointed by the Delaware Court of Chancery in accordance with DRAA. The seat of arbitration is Wilmington, Delaware; proceedings may be conducted virtually by agreement of the parties. The arbitrator will issue a final award within the timeline established by DRAA. Appeal is limited as provided by DRAA. The parties consent to the personal jurisdiction of the Delaware Court of Chancery and the Delaware Supreme Court for purposes of DRAA proceedings and any related judicial action.
(b) Fallback — JAMS
If DRAA cannot apply to a Dispute (including because a party is a consumer, the parties are not both business entities, or other statutory requirements are not met), the Dispute will instead be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware (proceedings may be conducted virtually by agreement). Judgment on the award may be entered in any court of competent jurisdiction.
(c) Equitable Relief
Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, without waiving this Section 14.2.
(d) Class Waiver
EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR CLASS-WIDE ARBITRATION. DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. If this class waiver is found unenforceable, the Dispute will be heard in the courts identified in Section 14.3 and the remainder of this Section 14.2 will be void.
This Section 14.2 survives termination of these Terms.
14.3Venue
Where arbitration does not apply under Section 14.2, the parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.
14.4Modifications to These Terms
We may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days’ notice by email to the address on file for your account or by posting in your account or on CarrierOk’s website. Continued use after the effective date constitutes acceptance. If you do not agree, your sole remedy is to stop using the API and cancel before the effective date.
14.5Notices
Notices to CarrierOk must be sent in writing to CarrierOk’s address identified in Section 15 (or such other address as CarrierOk may designate). Notices to you will be sent to the email on file for your account. Notices are effective on sending.
14.6Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all assets. Any assignment in violation of this Section is void.
14.7Entire Agreement
These Terms, together with the Privacy Policy and any signed Commercial Use Addendum or order form, are the entire agreement between the parties on this subject and supersede all prior or contemporaneous understandings. In the event of conflict, a signed addendum or order form controls over these Terms, which in turn control over any policy referenced by URL.
14.8Force Majeure
Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, internet failures, or third-party hosting outages. Force majeure does not excuse payment obligations for fees already accrued.
14.9No Waiver; Severability
A failure to enforce any provision is not a waiver of future enforcement. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in force.
14.10Independent Contractors
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
14.11Publicity
Neither party may use the other’s name, logo, or trademarks without prior written consent, except that CarrierOk may identify you as a customer on its website and in marketing materials unless you opt out in writing.
14.12No Third-Party Beneficiary
These Terms are for the benefit of the parties only and do not create any rights, claims, or benefits in any third party.
14.13Beta and Preview Features
CarrierOk may from time to time make pre-release, beta, alpha, or preview features available, labeled as such. Beta features are provided “AS IS” and “AS AVAILABLE,” may be modified or discontinued at any time without notice, and are excluded from any service availability or warranty commitments. CarrierOk may impose additional terms or use restrictions on beta features; if there is a conflict between such terms and these Terms with respect to a beta feature, the beta-specific terms control.
14.14Export and Sanctions
You represent that you are not subject to U.S. sanctions, not located in an embargoed jurisdiction, and will not use the API in violation of U.S. export control or sanctions laws.
14.15Feedback
If you provide suggestions, feature requests, or feedback about the API, you grant CarrierOk a perpetual, irrevocable, royalty-free, worldwide license to use it without obligation to you.
14.16Electronic Acceptance
By registering for an API key, completing a Stripe checkout, or accessing the API, you consent to electronic delivery of notices and to use of electronic signatures and records. Electronic communications satisfy any legal writing requirement.
14.17California Users
If a complaint is not resolved to your satisfaction, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs, 1625 N. Market Blvd., Suite N-112, Sacramento, CA 95834, or (800) 952-5210.