These Terms govern your use of the Throughline platform. In plain terms: Throughline is a licensed freight broker and a software provider — not a motor carrier — and we are not the insurer of your cargo. The service is provided "as is," our liability is capped, disputes are resolved by binding individual arbitration in Michigan under Michigan law, and you agree to indemnify us in defined situations. This summary is not part of the agreement; the numbered sections below control.
These Terms of Service (the "Terms") are a binding contract between you and your organization ("you," "your," or "Customer") and Throughline Systems LLC ("Throughline Systems," "we," "us," or "our"). They govern your access to and use of the Throughline Systems websites, applications, shipper and carrier portals, application programming interfaces, and related freight-brokerage and software services (collectively, the "Services").
1. Acceptance; eligibility; authority
You accept these Terms by clicking "I agree" (or a similar control), by creating an account, or by accessing or using any part of the Services, whichever happens first. If you do not agree, do not access or use the Services.
The Services are intended solely for business and commercial use by organizations and the personnel they authorize. They are not directed to consumers or to anyone under 18. You represent that you are at least 18 and are using the Services for business purposes.
If you accept these Terms on behalf of an organization, you represent and warrant that you have full legal authority to bind that organization, and "you" and "Customer" refer to that organization. If you lack that authority, you must not accept these Terms or use the Services.
A separate written master services agreement, order form, or freight-brokerage agreement signed by both parties (an "Order") may supplement these Terms. If a conflict exists, the signed Order controls for the conflicting subject matter; otherwise these Terms apply in full.
2. Definitions
- "Carrier" means a motor carrier, rail carrier, air carrier, ocean carrier, freight forwarder, or other transportation provider that performs or arranges the physical transportation of freight.
- "Shipment" means freight tendered for transportation that Throughline arranges or facilitates as a broker.
- "Customer Data" means data, records, documents, and information you or your authorized users submit to or generate within the Services.
- "Fees" means all amounts payable for the Services, as described in an Order, the platform, or the Refund & Cancellation Policy.
- "Documentation" means the usage guides and policies we make available for the Services, including this and the linked policies.
3. Throughline's role — licensed property broker and software provider
When Throughline Systems arranges transportation, it does so solely as a broker — it locates, selects, and engages independent third-party Carriers to transport freight on your behalf. Throughline Systems does not itself transport freight and does not hold itself out as a carrier. The Carrier identified on the rate confirmation, bill of lading, or equivalent document is the carrier of record and is solely responsible for the transportation and for the care, custody, and control of the freight.
Throughline Systems maintains a broker surety bond (form BMC-84) in the amount of $75,000 as required by 49 U.S.C. § 13906. The bond secures only Throughline Systems's broker obligations as defined by law and is not cargo insurance and not a guarantee of any Carrier's performance.
The software portions of the Services (including quoting, dispatch workflow, tracking, document generation, and audit features) are provided to help you manage transportation. Outputs such as rate estimates, transit-time estimates, carrier scores, and automated recommendations are decision-support tools, not guarantees, professional advice, or a substitute for your own judgment.
4. Accounts, registration, and security
You must provide accurate, current, and complete registration information and keep it updated. You are responsible for all activity under your accounts and for safeguarding credentials. You must notify us promptly at info@THLTrucking.com of any suspected unauthorized access.
You are responsible for your authorized users and for ensuring they comply with these Terms. We may rely on instructions, approvals, and load tenders submitted through your accounts as authorized by you.
5. License to the platform; acceptable use
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during the term. We and our licensors retain all right, title, and interest in and to the Services, including all software, models, content, and intellectual property. No rights are granted except as expressly stated.
You will not, and will not permit anyone to:
- access or use the Services except as permitted, or in violation of any law, regulation, or third-party right;
- copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to derive source code, models, or underlying ideas, except to the extent this restriction is unenforceable under applicable law;
- resell, sublicense, rent, lease, time-share, or operate the Services as a service bureau for third parties, or build a competing product or service;
- scrape, harvest, or use bots or automated means to extract data except through interfaces and rate limits we authorize in writing;
- circumvent or disable any security, access-control, rate-limiting, usage-metering, or human-in-the-loop control, including the production gates that require human sign-off before irreversible actions;
- upload malware, interfere with or disrupt the integrity or performance of the Services, or probe, scan, or test vulnerabilities without our prior written authorization;
- submit false, fraudulent, or misleading information, including in carrier vetting, banking, identity, or load data;
- use the Services to transport hazardous materials, firearms, controlled substances, or other regulated or prohibited commodities except in full compliance with applicable law and with our prior written agreement; or
- use the Services in violation of U.S. export-control or sanctions laws, or for any unlawful, infringing, deceptive, or abusive purpose.
We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates this Section or creates risk or liability for us, our other customers, or third parties.
6. Customer Data, confidentiality, and feedback
As between the parties, you own your Customer Data. You grant us a worldwide, royalty-free license to host, process, transmit, display, and use Customer Data as necessary to provide, secure, and improve the Services, to arrange transportation, to comply with law, and as otherwise permitted by these Terms and our Privacy Policy. You represent that you have all rights and consents needed to provide Customer Data and that it does not violate any law or third-party right.
We may create and use aggregated and de-identified data derived from use of the Services (for example, lane and market statistics) for any lawful business purpose, provided such data does not identify you or any individual.
Each party will protect the other's non-public information disclosed in connection with the Services using at least reasonable care and will use it only to perform under these Terms. This does not apply to information that is public, independently developed, or rightfully obtained without a duty of confidentiality.
If you submit suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free right to use it without restriction or obligation to you.
7. Fees, billing, and taxes
You agree to pay all Fees in accordance with the applicable Order, the rates shown in the Services, and the Refund & Cancellation Policy, which is incorporated by reference. Unless an Order states otherwise, Fees are stated and payable in U.S. dollars and are due on the terms presented at the time of purchase or invoicing.
Freight charges, accessorials, and amounts owed to Carriers are separate from platform/subscription Fees and are governed by the applicable rate confirmation and the Carrier Agreement. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and you are responsible for reasonable costs of collection, including attorneys' fees.
Fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes, excluding taxes on our net income. You authorize us and our payment processors to charge your designated payment method for amounts due. Refunds and cancellations are governed solely by the Refund & Cancellation Policy.
8. Carriers and other third parties; no endorsement
Carriers are independent contractors, not employees, agents, partners, or joint venturers of Throughline Systems. Throughline Systems does not own, operate, or control any Carrier's equipment, drivers, or operations and does not direct the manner or means by which transportation is performed.
Throughline Systems performs commercially reasonable carrier vetting (including authority, safety, and fraud screening across third-party data sources) as a matter of internal process. This vetting is for Throughline Systems's own purposes, is based on third-party data that may be incomplete or out of date, and is NOT a warranty, certification, endorsement, or guarantee of any Carrier's safety, fitness, performance, solvency, or conduct. You are responsible for any independent diligence your own requirements demand.
The Services may interoperate with third-party products and data sources. We are not responsible for third-party services, and your use of them is governed by their own terms.
9. Human-in-the-loop; automated outputs
Portions of the Services use automated and AI-assisted processing. Automated outputs may contain errors and must not be relied upon as the sole basis for decisions that carry legal, financial, or safety consequences. You are responsible for reviewing outputs and for the decisions you make using the Services. Certain actions require human authorization within the platform; you must not attempt to bypass those controls.
10. Cargo loss, damage, and claims — broker not liable
Claims for cargo loss, damage, or delay must be made against the responsible Carrier under the Carmack Amendment (49 U.S.C. § 14706) or other applicable law and the governing transportation contract, bill of lading, or tariff. The Carrier's liability may be limited by its tariff, the released value, or the bill of lading. You are responsible for declaring value and arranging cargo insurance appropriate to your freight.
As an accommodation only, Throughline Systems may, at its discretion and without assuming liability, assist you in presenting a claim to a Carrier or its insurer. Such assistance does not make Throughline Systems a carrier, insurer, guarantor, or party responsible for the loss. Throughline Systems is not a guarantor of any Carrier's payment, performance, or solvency, and is not liable for a Carrier's failure to pay a cargo claim.
You agree that Throughline Systems is not responsible for the acts, omissions, negligence, or misconduct of any Carrier or its drivers, including bodily injury, death, or property damage arising from a Carrier's transportation operations. Such liability, if any, is allocated to the Carrier under the Carrier Agreement.
11. Disclaimer of warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY RATE ESTIMATE, TRANSIT TIME, CARRIER SCORE, TRACKING DATA, OR OTHER OUTPUT WILL BE ACCURATE, COMPLETE, OR ACHIEVED.
WE MAKE NO WARRANTY REGARDING ANY CARRIER OR THE TRANSPORTATION SERVICES PERFORMED BY ANY CARRIER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM/SUBSCRIPTION FEES YOU ACTUALLY PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). FREIGHT CHARGES AND AMOUNTS REMITTED TO OR OWED TO CARRIERS ARE PASS-THROUGH AMOUNTS AND ARE EXCLUDED FROM THE CALCULATION OF FEES.
Exclusions from the limitations
The exclusions and cap above do NOT apply to: (a) a party's gross negligence, willful misconduct, or fraud; (b) death or bodily injury caused by a party's own negligence; (c) your payment obligations or amounts owed to Carriers; (d) your indemnification obligations under Section 13; or (e) liability that cannot be limited under applicable law. This carve-out is included so that the remaining limitations are reasonable and enforceable.
The parties agree these limitations allocate risk between sophisticated commercial parties, are reflected in the Fees, and will apply even if a limited remedy is found to fail of its essential purpose, except to the extent prohibited by law.
13. Indemnification
You will defend, indemnify, and hold harmless Throughline and its affiliates, and their officers, directors, employees, and agents (the "Indemnified Parties"), from and against any third-party claims, demands, suits, or proceedings, and all resulting losses, damages, liabilities, fines, penalties, settlements, and reasonable attorneys' fees and costs (collectively, "Losses"), arising out of or related to:
- your or your users' breach of these Terms, an Order, or applicable law;
- your Customer Data, freight, or the contents, packaging, labeling, or documentation of any Shipment;
- your instructions, load tenders, or selection or approval of a Carrier;
- any act, omission, negligence, or misconduct of any Carrier or other third party in connection with your Shipments, including bodily injury, death, or property damage;
- your violation of any third-party right, including intellectual-property, privacy, or contractual rights; and
- amounts you owe to any Carrier or third party.
We will promptly notify you of the claim, give you control of the defense (with our right to participate with our own counsel at our expense), and reasonably cooperate. You may not settle a claim in a way that imposes any obligation or admission on an Indemnified Party without its prior written consent.
14. Binding arbitration; class-action and jury-trial waiver
This Section is governed by the Federal Arbitration Act. You and Throughline agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court, except as stated below.
The arbitration will be conducted by a single arbitrator, seated in Grand Rapids, Michigan, and conducted in English. The arbitrator will apply the governing law in Section 15. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve threshold questions of arbitrability, except that a court will decide the enforceability of the Class Action Waiver below.
Class Action Waiver. Disputes must be brought in an individual capacity only. You and Throughline waive any right to bring or participate in a class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. If this Class Action Waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and heard in court, and the rest of this Section remains in effect.
Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect intellectual-property or confidentiality rights or to stop unauthorized use of the Services. Seeking such relief does not waive this Section.
Time limit. To the extent permitted by law, any Dispute must be commenced within ONE (1) YEAR after the claim accrues, or it is permanently barred.
Opt-out. You may opt out of this arbitration Section by sending written notice to info@THLTrucking.com within 30 days after first accepting these Terms, stating your name, account, and intent to opt out. Opting out does not affect any other part of these Terms.
15. Governing law and forum
These Terms and any Dispute are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. To the extent a Dispute is not subject to arbitration, or to enforce an arbitration award or seek relief permitted under Section 14, the parties consent to the exclusive jurisdiction and venue of the state courts located in Ottawa County, Michigan, and the United States District Court for the Western District of Michigan, and waive any objection to that forum.
Nothing in these Terms limits a party's rights or obligations under federal transportation law, including the broker and carrier provisions of Title 49 of the United States Code, which control to the extent they apply.
16. Term, suspension, and termination
These Terms apply for as long as you use the Services or have an account. You may stop using the Services and close your account at any time, subject to the Refund & Cancellation Policy and any committed term in an Order.
We may suspend or terminate your access, with or without notice, if you breach these Terms, fail to pay, create risk or legal exposure, or if required by law. We may also discontinue the Services or any feature on reasonable notice. Upon termination, your right to use the Services ends, but provisions that by their nature should survive (including Sections 6, 7, 10–15, and 17–20) will survive.
17. Changes to these Terms
We may update these Terms from time to time. If we make a material change, we will provide reasonable notice (for example, by posting the updated Terms with a new effective date, by in-product notice, or by email) and, where required, ask you to accept the new version. Changes are effective as of the stated effective date. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to a change, you must stop using the Services.
18. Notices
Legal notices to Throughline Systems must be sent to info@THLTrucking.com and, if requested, by mail to Throughline Systems LLC, 19028 174th Ave, Unit B, Spring Lake, MI 49456. We may give you notice through the Services, by email to your account address, or by posting. Notices are deemed received when sent (for electronic notice) or when delivered (for mail).
19. Force majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, weather, labor disputes, carrier or supplier failures, network or utility failures, cyberattacks, governmental action, embargoes, pandemics, war, terrorism, or civil unrest.
20. General
These Terms, together with any Order and the policies incorporated by reference (including the Refund & Cancellation Policy, the Carrier Agreement where applicable, and the Privacy Policy), are the entire agreement between the parties on this subject and supersede all prior or contemporaneous understandings.
If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind permitted successors and assigns.
The parties are independent contractors; these Terms create no partnership, joint venture, agency, or employment relationship. Headings are for convenience only. There are no third-party beneficiaries except the Indemnified Parties. You will comply with all applicable export-control and sanctions laws.
21. Contact
Questions about these Terms: info@THLTrucking.com. Throughline Systems LLC, 19028 174th Ave, Unit B, Spring Lake, MI 49456.