Legal

Terms of Service

Effective Date: April 17, 2026 Last Updated: April 17, 2026

These Terms of Service (“Terms”) govern your access to and use of the getclearlane.com website and the services provided by ClearLane (“ClearLane,” “we,” “us,” or “our”). By accessing our website, submitting a contact form, or engaging our services, you agree to these Terms.

If you are agreeing to these Terms on behalf of a company or other organization, you represent that you have the authority to bind that organization to these Terms, and references to “you” and “your” refer to that organization.

ClearLane is based in the Province of Ontario, Canada, and provides services primarily to clients located in the United States and Canada. The terms of any individual ClearLane client services agreement (“Client Agreement”) supplement and, where they conflict, supersede these Terms with respect to the services described in that agreement.

1. Our Services

ClearLane provides back-office and financial workflow services for freight brokers, third-party logistics providers, trucking companies, and other transportation businesses. Services may include proof-of-delivery retrieval, carrier invoice verification and audit, carrier billing preparation, shipper invoicing, accounts receivable management, carrier compliance monitoring, pre-billing revenue audits, and related operational services.

ClearLane operates as an operations management layer and service provider. Your transportation management system (TMS) and internal records remain the system of record at all times. We perform work within your systems and under your direction, as set out in your Client Agreement.

The specific services, scope, deliverables, fees, service levels, and performance targets applicable to you are defined in your Client Agreement. Nothing on our website, in our marketing materials, or in these Terms constitutes a binding service commitment in the absence of a Client Agreement.

2. Website Use

You may use our website for lawful purposes only. You agree not to:

  • Use the site in any way that violates any applicable law or regulation
  • Attempt to gain unauthorized access to any portion of the site, any ClearLane system, or any data we hold
  • Interfere with or disrupt the operation of the site
  • Use automated tools to scrape, harvest, or collect information from the site without our written permission
  • Use the site to transmit malware, viruses, or other harmful code
  • Impersonate any person or entity, or misrepresent your affiliation with any person or entity

We may suspend or terminate your access to the site at any time, for any reason, without notice.

3. Client Responsibilities

If you engage us as a client, you are responsible for:

  • Providing accurate, current, and complete information about your business, operations, customers, carriers, and workflows
  • Granting and maintaining the access we need to perform the services, including TMS credentials, documents, and any systems specified in your Client Agreement
  • Promptly reviewing, approving, or returning items that require your input, and responding to communications from our team in a reasonable timeframe
  • Maintaining your own backups of your data and systems
  • Complying with all laws applicable to your business, including transportation, tax, privacy, and employment laws in your jurisdiction
  • Ensuring that you have authority to share any data you provide to us with ClearLane, and that doing so does not violate any third-party rights or agreements

ClearLane relies on the data, approvals, and instructions you provide. We are not responsible for errors, delays, or outcomes caused by incomplete, inaccurate, or late information from you or from third parties acting on your behalf.

4. Fees and Payment

Fees for services are set out in your Client Agreement. Unless otherwise specified in that agreement:

  • Fees are quoted in the currency stated in your Client Agreement (typically U.S. dollars for U.S. clients and Canadian dollars for Canadian clients)
  • Invoices are issued on the billing cycle described in your Client Agreement
  • Payment is due within the timeframe stated on each invoice
  • Overdue amounts may accrue interest at the rate stated in your Client Agreement, or otherwise at the rate permitted by applicable law
  • Fees do not include any sales, use, GST/HST, PST, QST, VAT, or similar taxes, which are your responsibility where applicable
  • Foreign currency conversion, wire transfer fees, and bank charges are your responsibility

We may suspend services for non-payment after providing you with reasonable notice.

5. Intellectual Property

The content of our website, including text, graphics, logos, images, and software, is owned by ClearLane or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, modify, or distribute site content without our prior written permission, except for personal, non-commercial reference.

The methods, playbooks, templates, tools, and know-how we use to deliver our services remain the property of ClearLane. Deliverables produced for you under a Client Agreement are governed by that agreement.

You retain ownership of your own data. By engaging us, you grant us a limited, non-exclusive licence to use your data as necessary to perform the services for you.

6. Confidentiality

We treat client operational data as confidential. Before accessing any client systems, our team members sign non-disclosure agreements and complete data-handling training. We use role-based access controls so team members only see the information needed for their assigned work.

If you sign a mutual non-disclosure agreement or include confidentiality terms in your Client Agreement, those terms govern the treatment of information exchanged between us.

7. Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, available at getclearlane.com/privacy. Where applicable, we handle personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws in Canada, as well as applicable privacy laws in the jurisdictions where our clients operate.

8. Commercial Electronic Messages

Where we send commercial electronic messages to you, we do so in accordance with Canada’s Anti-Spam Legislation (CASL) and other applicable laws. You can unsubscribe from marketing messages at any time using the unsubscribe link in those messages. Operational and service-related communications sent in the course of an active engagement are not marketing messages.

9. Service Levels and Performance Targets

Any service levels, turnaround targets, accuracy targets, or similar performance metrics referenced on our website or in marketing materials are targets and internal benchmarks. They are not binding service-level commitments unless specifically included in your Client Agreement.

Actual performance depends on factors including the quality and timeliness of data you provide, the responsiveness of your carriers and customers, the configuration of your TMS, and other factors outside our control.

10. Disclaimers

OUR WEBSITE AND OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” To the maximum extent permitted by law, ClearLane disclaims all representations, warranties, and conditions, express or implied, statutory or otherwise, including any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement, and any warranties or conditions arising from course of dealing or usage of trade.

We do not warrant that the website will be uninterrupted, error-free, or secure, that defects will be corrected, or that the site or servers are free of viruses or other harmful components.

We do not provide legal, tax, accounting, financial, regulatory, or compliance advice. Information on our website is for general informational purposes only.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

a. Neither ClearLane nor its owners, directors, officers, employees, contractors, or affiliates will be liable for any indirect, incidental, special, consequential, exemplary, aggravated, or punitive damages, including lost profits, lost revenue, lost business opportunities, lost data, or business interruption, even if advised of the possibility of such damages.

b. Our total aggregate liability arising out of or relating to your use of our website, our services, or these Terms is limited to the amount of fees you paid to ClearLane in the three (3) months immediately preceding the event giving rise to the liability. If you have not paid any fees, our total aggregate liability is limited to one hundred Canadian dollars (CAD $100).

c. These limitations apply to all claims, whether based in contract, tort (including negligence), breach of statutory duty, or any other legal theory, and apply even if a limited remedy fails of its essential purpose.

Some jurisdictions do not permit the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In those jurisdictions, our liability is limited to the greatest extent permitted by law.

12. Indemnification

You agree to defend, indemnify, and hold harmless ClearLane and its owners, directors, officers, employees, and contractors from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees on a full-indemnity basis) arising out of or related to:

  • Your breach of these Terms or your Client Agreement
  • Your violation of any law or the rights of any third party
  • Data or instructions you provide to us
  • Your use of the work product, deliverables, or information we provide, beyond the scope defined in your Client Agreement

13. Third-Party Services and Links

Our website and services may reference or integrate with third-party platforms, including your TMS and other tools you use. We are not responsible for the content, performance, availability, or practices of any third-party service. Your use of any third-party service is governed by that service’s own terms.

14. Termination

Your access to our website may be terminated at any time, with or without notice. Termination of a Client Agreement is governed by the terms of that agreement.

Sections that by their nature should survive termination will survive, including intellectual property, confidentiality, privacy, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution.

15. Modifications

We may update these Terms from time to time. When we do, we will update the “Last Updated” date at the top of this page. Material changes will be communicated through reasonable means, which may include email or a notice on our website. Your continued use of our website or services after the effective date of the updated Terms constitutes your acceptance of the changes.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Any dispute, claim, or proceeding arising out of or relating to these Terms or your use of our website will be brought exclusively in the courts of the Province of Ontario sitting in the City of Toronto, and you irrevocably consent to the exclusive jurisdiction and venue of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any Client Agreement may specify a different governing law and venue, which will control with respect to that engagement.

17. Language

The parties have expressly requested and required that these Terms and all related documents, including notices, be drawn up in the English language. Les parties ont expressément exigé que la présente entente et tous les documents qui s’y rattachent, y compris les avis, soient rédigés en langue anglaise.

18. Miscellaneous

Entire Agreement. These Terms, together with any Client Agreement and our Privacy Policy, constitute the entire agreement between you and ClearLane regarding the subject matter and supersede any prior agreements or communications.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

No Waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision. A waiver of any breach of these Terms will not be deemed a waiver of any other breach.

Assignment. You may not assign these Terms or any of your rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of business assets.

Force Majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of war or terrorism, pandemics, labour disputes, utility or internet outages, or government actions.

Independent Contractors. The relationship between you and ClearLane is that of independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, or employment relationship.

Notices. Notices to ClearLane must be sent through the contact form at getclearlane.com/contact. Notices to you will be sent to the email address you have provided to us.

Currency. Unless expressly stated otherwise, all monetary amounts referenced in these Terms are in Canadian dollars.

Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

19. Contact Us

For questions about these Terms, contact us through the form at getclearlane.com/contact.