Legal

Terms of Service

TIRIEL INC. · EFFECTIVE: AUGUST 5, 2026 · LAST UPDATED: AUGUST 10, 2026

These Terms of Service govern your use of the Tiriel AI platform. They are a legally binding contract. Please read them together with our Privacy Policy and our Billing, Pricing & Refund Policy.

01Acceptance

These Terms of Service ("Agreement") are a legally binding contract between you ("User" or "Subscriber") and Tiriel, Inc. ("Tiriel," "we," or "us"), a Delaware corporation headquartered at 2261 Market Street STE 4462, San Francisco, California 94114. By registering for an account, submitting payment, or using the Services in any way, you agree to be bound by this Agreement and our Privacy Policy at www.tiriel.ai/privacy. If you do not agree, do not use the Services.

If you are acting on behalf of an entity, you represent that you have authority to bind that entity to this Agreement.

02Eligibility

You must be at least 18 years old, operate a freight dispatch business within the United States, and have the legal capacity to enter contracts. The Services are for commercial use only. They are not intended for personal or consumer use.

03The Services

Tiriel AI is an autonomous freight dispatch platform that deploys AI agents to automate load discovery, rate negotiation, documentation processing, active-load tracking, and incident management on behalf of registered dispatcher subscribers. The AI agents operate 24/7 across voice, SMS, WhatsApp, and email, acting in furtherance of your dispatch operations under the permissions and configurations you establish.

Tiriel is a technology provider only. All dispatching decisions, freight arrangements, and agreements with brokers and carriers made through the platform are yours. Tiriel is not a freight broker, motor carrier, or transportation intermediary and does not hold or operate under any FMCSA freight broker or motor carrier authority.

04Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately at contact@tiriel.ai of any unauthorized access. You may not share credentials or allow third parties to access the Services through your account.

05Autonomous AI Operations and Your Responsibilities

5.1 How the platform operates

The Services include fully autonomous operations, placing and receiving voice calls, sending SMS, emails, and WhatsApp messages, negotiating rates with brokers, requesting and processing Rate Confirmation documents, managing active loads, and handling operational incidents, without requiring your real-time approval for each individual action. These operations are performed by AI agents acting on your behalf.

5.2 You are the principal

Every negotiation, communication, and agreement executed by the platform is yours. You are solely responsible for the business decisions made through the platform and for ensuring your operations comply with applicable law.

5.3 Auto-authorization

When enabled, the platform may automatically authorize load activations that satisfy your configured guardrails without real-time approval. You bear full responsibility for all auto-authorized transactions.

5.4 Human oversight

You retain the ability to configure parameters, override AI recommendations, and intervene in any transaction at any time. You are responsible for maintaining appropriate oversight of your AI-assisted operations.

5.5 AI limitations

AI systems can make errors, misinterpreting spoken communications, misparsing documents, producing suboptimal negotiation outcomes, or taking unexpected actions. Tiriel does not warrant that the AI agents will perform without error or produce any specific result.

06Owner-Operator Authorization and Communications Compliance

6.1 Your consent and permission obligations

By adding owner-operators and brokers to the platform and directing the AI agents to contact them, you represent and warrant that:

(a) SMS. You have a pre-existing business relationship with each owner-operator and broker you add to the platform, and you have permission to send SMS messages to each of them based on that relationship. The SMS messages you direct the platform to send relate to that relationship and are not unsolicited marketing unless you have obtained any further consent such marketing requires. For each warm-start SMS send, you have ticked the in-product attestation confirming that permission, which is logged immutably with your dispatcher ID, the recipient phone numbers, timestamp, IP address, and Terms version.

(b) Voice, email, and WhatsApp. Each owner-operator has provided prior express written consent to receive automated voice calls, emails, and WhatsApp messages from your AI dispatch assistant, documented through the platform's authorization flow or equivalent written consent.

(c) Legal compliance. You have complied with all applicable consent and notice requirements under the Telephone Consumer Protection Act (47 U.S.C. § 227), applicable CTIA messaging principles and carrier requirements, and applicable state law, across all channels through which the platform contacts owner-operators and brokers on your behalf.

(d) Recording. You have obtained all legally required consents for the recording and transcription of telephone calls under the law of each jurisdiction where your owner-operators and brokers operate.

6.2 Call recording, how the platform implements notice

The platform records voice calls placed by its AI agents to and from both owner-operators and freight brokers, including calls made during rate negotiation and incident resolution. The platform implements a layered recording-notice architecture designed to satisfy applicable state law requirements:

(a) Jurisdictional detection. Before each call is placed, the platform resolves the applicable consent regime based on the destination phone number. Numbers associated with two-party-consent states (currently: California, Illinois, Florida, Pennsylvania, Michigan, Maryland, Connecticut, Washington, Nevada, Montana, New Hampshire, Oregon, Delaware, and Massachusetts) and numbers that cannot be definitively mapped to a one-party state (including VoIP numbers, toll-free numbers, and ported numbers) are treated as requiring notice. The platform applies the more conservative standard whenever jurisdiction is ambiguous.

(b) Disclosure mechanism. For all calls subject to a notice requirement, the platform delivers an audible disclosure embedded in the AI agent's opening statement before substantive conversation begins. The disclosure identifies the agent as an automated dispatch assistant, states that the call is being documented, and where applicable, notes that the record serves both parties. The disclosure is delivered in the language of the call (English or Spanish) and is designed to be conversational and non-disruptive to normal freight operations.

(c) Opt-out protocol. If a call participant states that they do not wish to be recorded, the platform is designed to: (i) acknowledge the objection, (ii) disable audio recording for that call session, (iii) continue the call in metadata-only mode (logging duration, timestamp, participants, and outcome without audio), and (iv) deliver a written summary of the call to the dispatcher and the participant by WhatsApp or email following the call. The dispatcher receives a flag identifying that the call was not recorded at the participant's request.

You are responsible for ensuring that the platform's notice mechanism is legally sufficient for each jurisdiction in which your owner-operators and brokers operate, and for obtaining any additional consent that applicable law may require beyond audible notice. Tiriel does not represent that its disclosure architecture satisfies the specific statutory requirements of any particular state, and you should confirm compliance with applicable counsel for the states material to your operations.

6.3 Your indemnity for communications

You agree to indemnify and hold Tiriel harmless from any claim arising from the platform's contact with any owner-operator or freight broker in connection with your dispatch operations, including any claim of unauthorized automated contact, unlawful call recording, or insufficient consent.

6.4 SMS Messaging Program (Warm-Start Notifications)

Program name / Brand: Tiriel AI Warm-Start Notifications.

Program description: A one-time SMS notification sent on behalf of a registered dispatcher subscriber to owner-operators and brokers in the dispatcher's existing business relationship network, introducing the phone number from which the dispatcher's AI dispatch assistant will subsequently call or message. These messages are operational and relationship-based and are not marketing or promotional messages.

Message frequency: One (1) message per recipient. This is not a recurring messaging program.

Cost: Message and data rates may apply.

HELP / STOP: Reply STOP to opt out at any time. Reply HELP for help, or email support@tiriel.ai.

Carrier disclaimer: Carriers are not liable for delayed or undelivered messages.

Privacy: SMS opt-in consent and mobile numbers are handled under Tiriel's Privacy Policy at www.tiriel.ai/privacy and are not shared, sold, or rented to third parties or affiliates for marketing or promotional purposes.

Support contact:support@tiriel.ai.

6.5 Revocation of consent

The platform honors requests by any owner-operator or broker to stop receiving automated calls, SMS, emails, or WhatsApp messages. Upon revocation through any reasonable means, including replying STOP to an SMS, the platform ceases further automated contact to that recipient within the time required by applicable law and records the revocation.

A recorded revocation is stored against the identity of the recipient and persists across pausing, archiving, reactivation, replacement of a unit, deletion, and re-addition of that recipient. No such action clears it. A revocation attaches to the person and not to any truck, Seat, or account record. You agree not to direct the platform to re-contact any recipient who has revoked consent unless that recipient provides renewed consent.

07Fees, Billing, and Cancellation

7.1 Fee structure

Access to the Services is provided under a two-step structure. New Subscribers pay a one-time Activation Fee that covers their first full month of operation on the platform (the "Activation Month"). Beginning with the second month, access continues under a recurring subscription plan assigned in accordance with Section 7.3. Current amounts for the Activation Fee and for each subscription plan are set forth in the Pricing Schedule published at www.tiriel.ai/pricing, which is incorporated into this Agreement by reference.

7.2 Activation Fee and Activation Month

The Activation Fee is charged at the time you create your account and is not a trial, discount, or promotional offer. During the Activation Month you receive full access to the Services as your live production system. The Activation Fee covers platform configuration, model personalization to your operation, integration setup, onboarding support where offered, and thirty (30) days of full platform operation. Refunds of the Activation Fee are governed by the Billing, Pricing & Refund Policy referenced in Section 7.10.

7.3 Plan assignment

Subscription plans are differentiated by the number of Seats they permit. "Seat" and "operating unit" have the meanings set forth in the Billing, Pricing & Refund Policy. A Seat corresponds to a single truck dispatched under a USDOT number. Owner-operators, drivers, carriers, and loads do not occupy Seats; trucks do.

During the Activation Month no Seat limit applies; you may add as many trucks as you wish. Seven (7) days before your first subscription charge, Tiriel will determine the number of Seats occupied on your account and will assign you to the corresponding subscription plan. At that moment your plan is assigned and its Seat limit becomes effective, although the charge itself occurs seven days later. You are not required to select a plan; the assignment is made from your Seat count. The applicable ranges, plan names, Seat limits, and prices are set forth in the Pricing Schedule.

The lowest-priced plan is the minimum assignment. Every Subscriber who completes the Activation Month is assigned to at least the lowest-priced plan, regardless of Seat count.

Tiriel's platform records are the authoritative source for Seat count.

7.4 Advance notice of charges

Tiriel will send you written notice by email and in-app notification, no later than seven (7) days before the charge, in each of the following cases:

(a) your first subscription charge following the Activation Month; and (b) any charge in an amount different from your immediately preceding charge.

For annual subscriptions, Tiriel will send notice no later than thirty (30) days before each renewal.

Each notice states: (i) your plan; (ii) your Seat count and the trucks occupying those Seats; (iii) the exact amount that will be charged; (iv) the date on which the charge will occur; and (v) a link permitting you, with a single action and without contacting support, to cancel your subscription, reduce your Seat count, or request assignment to a lower-priced plan.

Recurring charges in the same amount as your immediately preceding charge are confirmed by receipt following the charge rather than by advance notice.

The amount stated in a notice is a maximum. If you reduce your Seat count after receiving notice and before the charge date, you are charged the lower-priced plan corresponding to your reduced Seat count. You are never charged more than the amount stated in the notice without your affirmative confirmation under Section 7.5.

7.5 Seats, capacity, and plan changes

Each subscription plan permits a maximum number of Seats, as set forth in the Pricing Schedule. A Seat is occupied when you add a truck to your account and remains occupied until you archive or remove that truck, regardless of whether the platform performs any operation for it. Where a carrier operates more than one truck under a single USDOT number, each truck occupies its own Seat.

Pausing a truck's dispatch operations does not free a Seat.

Archiving a truck frees the Seat immediately and preserves the truck's record for later reactivation.

Changing the driver assigned to a truck does not affect your Seat count.

Replacing a truck through the Replace unit function archives the previous truck and adds the replacement in a single step, with no change to your Seat count, your plan, or your charge.

If you attempt to add or reactivate a truck when all Seats on your plan are occupied, Tiriel will present the applicable plan, its Seat limit, its price, and the amount payable for your confirmation before any change takes effect. No plan change is applied and no truck is added or reactivated without your affirmative confirmation.

Where a billing period is already in progress, confirming a plan change takes effect immediately and prorated charges are reflected on your next invoice. Where your first subscription charge has not yet occurred, confirming a plan change changes the amount of that first charge and no separate charge is made at the time of confirmation.

Accounts requiring more Seats than the highest self-service plan permits are quoted directly with Tiriel and are not available through self-service.

Reducing your Seat count does not automatically change your plan. You may request a lower-priced plan at any time through your account settings; the change takes effect at the beginning of your next billing period.

7.6 Billing and auto-renewal

Subscription fees are billed in advance at the beginning of each billing period. By subscribing, you authorize Tiriel and its payment processors to charge your payment method on file on each renewal date. Your subscription renews automatically at the end of each billing period unless cancelled before that period ends. All fees are stated and charged in U.S. dollars.

7.7 Billing periods

Subscriptions are billed monthly unless you elect an annual billing period where offered. Annual subscriptions are charged in full in advance for the twelve-month period, renew automatically at the end of that period subject to the notice in Section 7.4, and remain subject to the Seat limits and plan-change provisions of Section 7.5.

7.8 Complimentary, evaluation, and pilot access

Tiriel may, at its sole discretion, grant complimentary, evaluation, pilot, or design partner access to the Services for a limited period. Such access is not a paid subscription, confers no right of renewal, and may be modified or terminated by Tiriel at any time. All provisions of this Agreement apply to such access except the payment obligations of this Section 7. Conversion from complimentary access to a paid subscription is governed by the terms communicated to you at the time the access is granted.

7.9 Changes to the Pricing Schedule

Tiriel may modify the Pricing Schedule at any time. For active Subscribers, changes to the price of a plan to which you are already subscribed take effect no earlier than thirty (30) days after written notice to you. For the avoidance of doubt, the plan assignment described in Section 7.3 and the plan changes described in Section 7.5 are the ordinary operation of the subscription you have purchased and are not modifications to the Pricing Schedule; they are governed by the notice and confirmation requirements of Sections 7.4 and 7.5 respectively.

7.10 Refunds and credits

Except as expressly provided in the Billing, Pricing & Refund Policy published at www.tiriel.ai/billing-policy, which is incorporated into this Agreement by reference, subscription fees are non-refundable and no refunds or credits are issued for unused portions of a billing period, for reductions in Seat count, or for plan reductions. Nothing in this Section limits any refund right you may have under applicable law.

7.11 Cancellation

You may cancel at any time through your account settings, without contacting support and without completing any retention process, or by writing to support@tiriel.ai. Cancellation takes effect at the end of your then-current paid period, and you retain access through the end of that period.

7.12 Failed payments

If a payment fails, Tiriel will attempt to collect using the retry schedule described in the Billing, Pricing & Refund Policy and will notify you. If the balance is not resolved, your account enters payment hold, during which the AI agents pause new operations, loads already active continue to completion, and you retain access to your account history and dashboard. If the balance remains unresolved, the account is suspended and the subscription may be terminated. Resolving payment before suspension restores full access without a new Activation Fee.

7.13 Taxes

Fees do not include applicable taxes. Sales, use, and similar taxes are calculated and added at the time of charge where Tiriel is required to collect them. You are responsible for all applicable taxes arising from your use of the Services. Exemption certificates are handled as described in the Billing, Pricing & Refund Policy.

08Third-Party Services

The Services access third-party load boards, broker platforms, and data sources on your behalf. Your use of the Services in connection with those platforms is subject to their terms of service. Tiriel does not control the accuracy, availability, or reliability of third-party data and makes no representation with respect thereto.

The Services use AI capabilities provided by third-party model providers. Data processed by the Services may be transmitted to those providers' systems under data processing agreements that restrict the use of your data for third-party model training.

09Prohibited Conduct

You agree not to: (a) use the Services for any unlawful purpose; (b) contact any individual through the platform without legally required consent; (c) reverse engineer, decompile, or attempt to extract the source code, models, or algorithms underlying the Services; (d) resell or sublicense the Services to third parties without Tiriel's written consent; (e) use the Services in connection with any transaction you know or have reason to believe involves fraud, double brokering, or identity impersonation; (f) circumvent or tamper with any security feature of the Services; or (g) use the Services to infringe the rights of any third party.

10Intellectual Property

All right, title, and interest in the Services, including software, AI models, algorithms, and interfaces, belong to Tiriel or its licensors. You retain ownership of your Customer Data. You grant Tiriel a non-exclusive, worldwide, royalty-free, sublicensable license to use, process, transmit, and store your Customer Data solely to provide, operate, maintain, and improve the Services, including by sharing such data with service providers and sub-processors under appropriate data processing agreements.

This license terminates automatically with respect to any item of Customer Data upon the earlier of (a) deletion of that data, or (b) expiration of the applicable retention period described in Section 15 and in the Privacy Policy. Termination of this license does not affect deidentified or aggregated data created before termination, which is governed by the following paragraph, and does not require Tiriel to retrieve data already transmitted to a sub-processor in the ordinary operation of the Services, which is deleted under that sub-processor's contracted retention terms.

Tiriel may use data derived from platform usage to train, validate, improve, and develop Tiriel's AI models and capabilities only after such data has been deidentified or aggregated in accordance with applicable law, including the California Consumer Privacy Act, so that it no longer identifies, and cannot reasonably be linked to, any individual. Tiriel maintains technical and organizational measures to prevent reidentification, does not attempt to reidentify such data, and contractually requires recipients not to reidentify it. Tiriel owns all such deidentified and aggregated data. Personal information of owner-operators and brokers is processed by Tiriel as a service provider to the applicable dispatcher and is not used to build or improve Tiriel's separate products except as permitted for service providers under applicable law or after such deidentification or aggregation. Individual dispatcher data is not provided to third parties in identified form and is not used to develop AI capabilities made available to other users in a manner that identifies you. AI model improvements derived from such deidentified or aggregated data are proprietary to Tiriel, and because such data is not personal information, data already incorporated into AI model weights in that form is not subject to deletion requests under applicable privacy law.

If you submit feedback or feature suggestions, you grant Tiriel a perpetual, royalty-free license to use that feedback without obligation to you.

11Confidentiality

Each party agrees to keep the other's non-public business information confidential and to use it only as necessary to perform under this Agreement. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

12Disclaimers

EXCEPT FOR THE EXPRESS COMMITMENTS SET FORTH IN SECTION 4 OF THE BILLING, PRICING & REFUND POLICY, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TIRIEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TIRIEL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI AGENT OUTPUTS WILL BE ACCURATE OR COMPLETE, THAT ANY SPECIFIC LOAD, RATE, OR BUSINESS OUTCOME WILL BE ACHIEVED, OR THAT THIRD-PARTY DATA WILL BE ACCURATE OR AVAILABLE.

13Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TIRIEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, REGARDLESS OF THE CAUSE OF ACTION. TIRIEL'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES YOU PAID TO TIRIEL IN THE THREE MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY EVEN IF TIRIEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES.

Nothing in this Section limits refunds or credits expressly provided under the Billing, Pricing & Refund Policy.

14Indemnification

You agree to defend, indemnify, and hold harmless Tiriel and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your breach of this Agreement; (c) your violation of applicable law; (d) any claim that the platform contacted an owner-operator without legally required consent; or (e) any dispute between you and any broker, owner-operator, or other third party arising from your dispatch operations.

15Term, Suspension, and Termination

This Agreement begins when you create an account and continues until terminated. Tiriel may suspend or terminate your access immediately if you breach this Agreement, fail to pay fees, or if continued access poses a legal or security risk. Upon termination, your access ceases. Tiriel will retain account, billing, transaction, and load records for five (5) years, and call audio recordings and transcripts for twelve (12) months, after which such data is deleted or deidentified, except where a longer period is required by law or reasonably necessary to resolve disputes or enforce this Agreement. Archived truck records are retained on the same basis. Retention is further described in the Privacy Policy, and the periods during which your data remains available to you after cancellation are described in the Billing, Pricing & Refund Policy. Sections 5.2, 6.1, 6.3, 6.5, 7, 10, 11, 12, 13, 14, and 17 survive termination.

16Changes

Tiriel may update these Terms at any time. Updates will be posted at www.tiriel.ai/terms with a revised effective date and version number. For material changes to pricing or core platform functionality, Tiriel will provide at least thirty (30) days' advance notice by email or in-app notification. For all other material changes to these Terms, Tiriel will provide at least fourteen (14) days' notice. Where you affirmatively accept a new version of these Terms at checkout or through an equivalent in-product acceptance flow, that acceptance governs and the foregoing notice periods do not apply to that version.

17Governing Law and Disputes

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute within thirty (30) days of written notice.

EXCEPT FOR CLAIMS BROUGHT IN SMALL CLAIMS COURT OR SEEKING EQUITABLE RELIEF, ALL DISPUTES ARISING FROM THIS AGREEMENT WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION UNDER THE JAMS STREAMLINED ARBITRATION RULES AND PROCEDURES, WITH A SINGLE ARBITRATOR SEATED IN WILMINGTON, DELAWARE. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

18General

This Agreement, together with the Privacy Policy, the Pricing Schedule, and the Billing, Pricing & Refund Policy, each incorporated by reference, is the entire agreement between the parties regarding the Services. If any provision is unenforceable, the remaining provisions remain in effect. Tiriel's failure to enforce any provision is not a waiver. You may not assign this Agreement without Tiriel's prior written consent. Tiriel may freely assign this Agreement. Except for the limited authority you grant Tiriel's AI agents to act on your behalf in operating the Services as described in Section 5, neither party is the other's agent, partner, joint venturer, or employee, and neither party may bind the other to any third-party obligation.

19Customer Referral Program

Tiriel may operate a Customer Referral Program allowing registered subscribers to refer other dispatchers to the Services in exchange for account credits or other consideration. No such program is in operation as of the effective date of these Terms. If Tiriel launches a referral program, participation is voluntary and subject to the specific program terms published by Tiriel and presented to you at the time of participation, which are incorporated into this Agreement by reference upon your enrollment. Tiriel reserves the right to modify, suspend, or discontinue any referral program at any time upon reasonable notice. Referral credits are non-transferable, have no cash value, and expire as specified in the applicable program terms. Tiriel's attribution tracking system is the sole authoritative source for referral eligibility determinations.

20Contact

Tiriel, Inc.

2261 Market Street STE 4462 · San Francisco, California 94114

Legal: legal@tiriel.ai · Support: support@tiriel.ai · Website: www.tiriel.ai