Who these Terms apply to. These Terms of Service apply to every Order signed on or after August 26, 2026. If you signed a Licensing Proposal or other Order with Grasshopper Labs before that date, the terms printed in your signed document continue to govern your subscription until it renews, at which point these Terms apply.
These Terms of Service (the "Terms") are a legal agreement between Grasshopperlabs.io LLC, doing business as Grasshopper Labs, 6416 Rea Rd Ste B7, PO Box 78311, Charlotte, NC 28277 ("Grasshopper," "we," or "us") and the company or other legal entity that accepts them (the "Customer" or "you"). The Terms govern your access to and use of the Grasshopper platform and related services.
You accept these Terms by signing a Licensing Proposal, Licensing Amendment, order form, quote, statement of work, or similar ordering document that references these Terms (each an "Order"), or by accessing or using the Services. The person accepting on your behalf represents that they have authority to bind you. Together, these Terms, the Order, the Data Processing Agreement ("DPA"), the Service Level Agreement ("SLA"), and the Privacy Policy form the "Agreement."
If documents conflict, they control in this order: (1) the signed Order, (2) the DPA for matters relating to personal data, (3) these Terms, (4) the SLA, (5) the Privacy Policy. Handwritten or preprinted terms on a Customer purchase order are rejected and have no effect.
The "Services" are the Grasshopper software-as-a-service platform for transportation management (TMS), warehouse management (WMS), inventory and fulfillment, the Grasshopper driver mobile application, customer and consumer-facing tracking and scheduling pages, the Grasshopper API and EDI connections, the Data Lake package, and any related documentation, support, and professional services identified in your Order.
Subject to your payment of Fees and compliance with the Agreement, we grant you and your Users a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for your internal business operations, up to the Licensed Units stated in your Order. "Users" are the individuals you authorize to use the Services, including your employees, dispatchers, warehouse staff, drivers, contractors, and the trading partners you invite into your account. You are responsible for every act and omission of your Users as if it were your own.
The Services are licensed by Licensed Units, which may include the number of trucks (or equivalent delivery assets) operating under your account, the number of WMS warehouse users, the number of API and EDI integrations, and any other unit stated in your Order. You agree not to exceed your Licensed Units. Once per contract year, with at least ten (10) business days' notice, we may verify your actual usage against your Licensed Units using platform data. If your usage exceeds your Licensed Units in any month, we will invoice the excess at the unit rates in your Order, retroactive to the first month in which the excess occurred, and your Licensed Units will be increased to the actual usage level for the remainder of the Term. Reductions in Licensed Units take effect only at the start of a Renewal Term.
You will not, and will not permit anyone to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, or otherwise attempt to obtain source code or underlying algorithms, including route optimization logic; (c) sell, resell, rent, lease, or otherwise make the Services available to third parties other than your Users; (d) use the Services to build, train, or benchmark a competing product; (e) access the Services by automated means other than the documented API; (f) upload malicious code or interfere with the security or performance of the Services; (g) remove or alter any proprietary notice; or (h) use the Services in violation of law or of the Agreement.
We improve the Services continuously and may add, change, or retire features. We will not materially reduce the core functionality of the Services you have licensed during a paid Term without providing a functionally comparable replacement. Features identified as beta, preview, or early access are provided as-is, may be withdrawn at any time, and are excluded from the SLA.
Support is provided according to the SLA and the support tier stated in your Order.
You will keep account credentials confidential, use commercially reasonable security on the devices and networks your Users use to access the Services, and notify us promptly at support@grasshopperlabs.io of any suspected unauthorized access. You are responsible for all activity under your account.
The Grasshopper driver mobile application collects device location while a driver is signed in and on an active route or manifest, and collects device identifiers, delivery events, and any content the driver captures in the app. You are solely responsible for (a) providing your drivers, whether employees or contractors, with any notice required by applicable employment, privacy, and location-tracking law before they use the application, (b) obtaining any consent that law requires, and (c) your own compliance with wage, hour, and labor laws. Data in the Services is provided for operations and is not designed or warranted for use in calculating driver compensation, and we have no liability for any such use. Drivers must accept the in-app end user terms before use, and you are responsible for their compliance.
The Services can send SMS, email, and automated voice messages to the recipients of your deliveries ("End Consumers") for appointment scheduling, confirmations, reminders, tracking links, and delivery notifications, and can send similar messages to your drivers and Users. You are the sender of those messages. You represent that you have obtained every consent, and provided every notice, that applicable law requires for us to send them on your behalf, including under the Telephone Consumer Protection Act, the CAN-SPAM Act, Canada's Anti-Spam Legislation, and equivalent laws where your End Consumers are located. You will honor opt-outs promptly, will not use the Services to send marketing messages unless the recipient has consented to marketing, and will comply with carrier and messaging-provider policies that we make available to you.
The Services allow drivers to capture proof of delivery, including photographs, signatures, notes, and condition reports. Big-and-bulky and white-glove deliveries often involve entering an End Consumer's home, and photographs may capture the interior of a residence and the people in it. You are responsible for (a) instructing your drivers on what may and may not be photographed, (b) obtaining any consent that applicable law or your own contracts with retailers or End Consumers require, (c) ensuring photographs are used only to document the delivery, and (d) not directing drivers to capture identification documents, payment cards, or other sensitive information unless a specific delivery lawfully requires it and you have confirmed the practice with us in writing. We store proof-of-delivery content as Customer Data and process it only under the DPA.
You may invite retailers, carriers, 3PLs, and other trading partners to access your account, or configure the Services to exchange orders, status updates, and documents with them through the platform or through API and EDI connections. Any such sharing happens on your instruction, and you are responsible for having the right to share the data involved. We are not a party to your agreements with your trading partners and are not responsible for their acts or omissions.
You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it. You will not upload personal data of children under 16, protected health information, payment card numbers, or government identification numbers to the Services except in a field we have designated for that purpose in writing.
You will pay the fees stated in your Order ("Fees"). Recurring license and support Fees are invoiced monthly in advance unless your Order states otherwise. One-time implementation, setup, integration, and training Fees are invoiced on signature or as stated in the Order. Usage-based charges, overages, pass-through communication charges, and pre-approved travel expenses are invoiced monthly in arrears. Fees are stated in U.S. dollars unless the Order specifies another currency.
Invoices are due within thirty (30) days of the invoice date. Amounts not paid when due accrue a late charge of three percent (3%) per month, or the maximum rate permitted by law if lower, from the due date until paid. If any undisputed amount is more than ten (10) days past due, we may, after written notice, suspend access to the Services until the balance is paid. Suspension does not relieve you of your obligation to pay Fees for the suspended period. You will reimburse our reasonable costs of collection, including attorneys' fees, for any delinquent amount.
To dispute an invoice you must notify us in writing within fifteen (15) days of the invoice date, identify the disputed amount, and pay the undisputed portion on time. The parties will work in good faith to resolve the dispute within thirty (30) days.
Orders are non-cancelable and Fees are non-refundable except as expressly stated in the Agreement.
Fees for any Renewal Term may be adjusted as stated in your Order. If your Order is silent, we may increase Fees for a Renewal Term by giving you at least sixty (60) days' written notice before the Renewal Term begins.
Fees do not include charges levied by third-party providers integrated with the Services, such as SMS and voice carriers, mapping and geocoding providers, EDI value-added networks, or telematics providers. Where we pass those charges through, they are stated in your Order or invoiced at cost.
Fees exclude sales, use, value-added, goods and services, withholding, and similar taxes. You are responsible for all such taxes other than taxes on our net income. If you are required to withhold, you will gross up the payment so that we receive the full invoiced amount.
The Agreement begins on the start date in your Order and continues for the initial term stated there (the "Initial Term"). It then renews automatically for successive twelve (12) month periods (each a "Renewal Term," and together with the Initial Term, the "Term") unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current Term.
Either party may terminate the Agreement on written notice if the other party (a) materially breaches the Agreement and does not cure the breach within thirty (30) days after receiving written notice describing it, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy, receivership, or similar proceeding that is not dismissed within thirty (30) days.
If the Agreement or an Order ends before the end of the Term for any reason other than our uncured material breach, all Fees for the remainder of the then-current Term become immediately due and payable.
On expiration or termination, your license ends and you will stop using the Services. Usage after the termination date remains billable at the rates in your Order. For thirty (30) days after termination you may export your Customer Data using the platform's export tools or the API, and we will provide reasonable assistance at our then-current professional services rates. After that period we will delete Customer Data as described in the DPA. Sections 1.4, 3, 4.3, 4.4, 5, 6, 8, 9, 10, 11, and 13 survive termination, along with any other provision that by its nature should survive.
"Confidential Information" means non-public information disclosed by one party to the other under the Agreement that is marked confidential or that a reasonable person would understand to be confidential, including the Services, pricing, roadmaps, security information, Customer Data, and business, financial, and operational information. The receiving party will use Confidential Information only to perform under the Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, and advisors who need to know it and are bound by written confidentiality obligations at least as protective as these. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to the receiving party before disclosure, was independently developed without use of the Confidential Information, or was rightfully received from a third party without restriction. A party may disclose Confidential Information when required by law or court order, provided it gives prompt notice (where legally permitted) and cooperates with any effort to obtain protective treatment. Confidentiality obligations continue for three (3) years after the Agreement ends, and indefinitely for trade secrets and Customer Data.
We and our licensors own all right, title, and interest in the Services, the underlying software, documentation, and all improvements, modifications, integrations, configurations, and customizations, including work we perform for you under an Order, and including any feedback or suggestions you provide, which you assign to us and which we may use without restriction or compensation. No rights are granted except as expressly stated in the Agreement.
You own your Customer Data. "Customer Data" means data, content, and information that you or your Users upload to the Services or that the Services collect on your behalf, including order, shipment, inventory, driver, and End Consumer data and proof-of-delivery content. You grant us a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data as needed to provide the Services, prevent or address service or technical problems, and comply with law.
We own data about the operation, performance, and use of the Services ("Usage Data"), and we may create and use data derived from Customer Data that has been aggregated or de-identified so that it does not identify you, your Users, or any individual ("Aggregated Data"). We may use Usage Data and Aggregated Data during and after the Term to operate, secure, improve, and benchmark the Services, to develop new products, and to publish industry statistics, provided we never identify you or any individual as the source.
Our processing of personal data contained in Customer Data is governed by the DPA, which is incorporated into these Terms. Our Privacy Policy describes how we handle personal data of visitors to our website and of your business contacts. You are responsible for establishing a lawful basis for all personal data you provide to us, including the notices and consents described in Section 2.
We warrant that (a) the Services will perform materially in accordance with the documentation, and (b) we will provide support in accordance with the SLA. If we fail to meet warranty (a) and do not correct the failure within thirty (30) days after you notify us in writing, your sole remedy is to terminate the affected Order and receive a refund of prepaid, unused Fees for the terminated portion of the Term. This warranty does not apply to failures caused by your data, equipment, networks, third-party services, use contrary to the documentation, or modifications not made by us.
You warrant that you have the right to provide Customer Data to us, that your use of the Services complies with law, and that you have obtained the notices and consents described in Section 2.
Except as expressly stated in Section 8.1, the Services, support, and professional services are provided "as is." We disclaim all other warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, that route optimization, estimated arrival times, or geocoding results will be accurate, or that the Services will meet your requirements. You acknowledge that the Services depend on third-party networks, devices, and data outside our control.
We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with the Agreement, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and we will pay damages and costs finally awarded or agreed in a settlement we approve. If a claim is made or we believe one is likely, we may, at our option and expense, procure the right for you to continue using the Services, modify or replace the Services so they are non-infringing, or terminate the affected Order and refund prepaid, unused Fees. We have no obligation for claims arising from Customer Data, your modifications, combination of the Services with items not provided by us, use after we have provided a non-infringing update, or use in breach of the Agreement. This Section states our entire liability and your exclusive remedy for infringement claims.
You will defend us and our officers, directors, employees, and agents against any third-party claim arising from (a) Customer Data or your or your Users' use of the Services in breach of the Agreement or applicable law, (b) any failure to provide the notices or obtain the consents described in Section 2, including claims by drivers or End Consumers relating to location tracking, messaging, or proof-of-delivery photographs, (c) your deliveries, freight, products, or services, or the acts or omissions of your drivers and trading partners, or (d) disputes between you and your Users, trading partners, or End Consumers, and you will pay damages and costs finally awarded or agreed in a settlement you approve.
The indemnified party must promptly notify the indemnifying party of the claim (delay excuses the obligation only to the extent of prejudice), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault by, or imposes obligations on, the indemnified party without its consent, which will not be unreasonably withheld.
Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business, or loss of data, however caused and under any theory of liability, even if advised of the possibility of such damages.
Each party's total cumulative liability arising out of or relating to the Agreement will not exceed the Fees paid or payable by Customer under the Agreement in the twelve (12) months immediately before the event giving rise to the claim.
For claims arising from a party's breach of the DPA or of Section 5 (Confidentiality) as it relates to Customer Data, the cap in Section 10.2 is increased to two (2) times the Fees paid or payable in the twelve (12) months immediately before the event giving rise to the claim.
Sections 10.1 and 10.2 do not limit (a) a party's indemnification obligations under Section 9, (b) liability for gross negligence, willful misconduct, or fraud, (c) your obligation to pay Fees, or (d) your breach of Section 1.4 or infringement of our intellectual property rights.
The parties agree that the limitations in this Section 10 are an essential basis of the bargain and reflect the allocation of risk in light of the Fees charged.
The Services interoperate with third-party services, including mapping, geocoding, traffic and routing data, SMS and voice messaging, email delivery, EDI networks, telematics and ELD providers, retailer and carrier systems, and the Apple and Google app stores. Third-party services are governed by their own terms, which you agree to comply with where they are made available to you. We do not control third-party services and are not responsible for their availability, accuracy, or conduct, and any failure of a third-party service does not constitute a breach of the Agreement by us.
Each party may identify the other as a customer or vendor, as applicable, and use the other party's name and logo in customer lists, on its website, and in marketing materials and case studies, subject to the other party's reasonable brand guidelines. Promptly after signature of the initial Order, and at our request, the parties will cooperate in good faith on a joint press release announcing the relationship. Either party may withdraw the publicity permission on thirty (30) days' written notice, except for materials already published.
The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to personal jurisdiction there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Each party waives any right to a jury trial in connection with any dispute arising out of the Agreement.
During the Term and for one (1) year after it ends, neither party will directly or indirectly solicit for employment or engagement any employee or contractor of the other party with whom it had contact in connection with the Agreement. General advertisements not targeted at the other party's personnel do not violate this Section.
You may not assign or transfer the Agreement, by operation of law or otherwise, without our prior written consent, and any attempt to do so is void. We may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets or of the business to which the Agreement relates.
Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, failures of the internet or of telecommunications, cellular, or GPS networks, denial-of-service attacks, or failures of third-party providers.
The Services are subject to United States export control and sanctions laws. You represent that you are not located in, and will not use the Services from, a country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list.
Legal notices must be in writing and sent by email with confirmation of transmission, or by nationally recognized courier. Notices to us go to legal@grasshopperlabs.io and to our address above, attention Legal. Notices to you go to the billing contact and address in your Order. Email notices are deemed received on the next business day; courier notices on delivery. Operational communications may be sent through the Services or to any User.
We may update these Terms from time to time by posting a revised version at grasshopperlabs.io/tos and updating the "Last updated" date. Revised Terms apply to Orders signed after the posting date, and to your existing Orders beginning with the next Renewal Term. Changes required by law take effect when posted. We will not reduce our obligations under a signed Order during its current Term without your written agreement.
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries of the Agreement, and no driver, End Consumer, or trading partner may enforce any term of it.
The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior proposals, representations, and agreements, written or oral. It may be modified only in a writing signed by both parties, except as stated in Section 13.7. No waiver is effective unless in writing, and a waiver of one breach is not a waiver of any other. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
Orders may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument.