Terms of Service

1. Introduction

Welcome to Antology! Antology provides an AI-powered route optimization platform that helps logistics and delivery businesses plan, manage, and execute efficient delivery routes.

These Terms of Service ("Agreement," "Terms") govern your use of Antology's website, platform, APIs, and related software, products, and services (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

These Terms incorporate by reference our Privacy Policy, Data Processing Addendum (DPA), Service Level Agreement (SLA), and any executed Order Form or Statement of Work (SOW) between you and Antology. In the event of a conflict, a signed Order Form or SOW shall prevail.

2. Eligibility

You must be at least 18 years old to use the Services. By using Antology, you confirm that you have full legal capacity and authority to bind yourself or your organization to these Terms.

3. Updates to the Terms

Antology may update these Terms from time to time by posting an updated version on its website and revising the "Effective Date." Continued use of the Services after such updates constitutes your acceptance of the revised Terms.

If you have entered into a separate written agreement or Order Form with Antology, that document governs in the event of a conflict with these Terms.

4. Privacy

Antology respects your privacy and handles your data in accordance with its Privacy Policy. By using the Services, you consent to the collection, use, and processing of your data as described therein.

5. Customer Data and Use of Service

When using the Services, you may provide Antology with orders, vehicles, delivery locations, driver or agent data, and related logistics information ("Customer Data"). You retain ownership of all Customer Data.

You grant Antology a limited, non-exclusive license to process, analyze, and use Customer Data solely to provide and improve the Services. Antology may use aggregated or anonymized data for benchmarking, analytics, and service enhancement, provided such data cannot identify you or your customers.

You represent and warrant that any information or data you provide is accurate, lawful, and does not infringe on any third-party rights.

6. Account Responsibilities

You are responsible for maintaining the accuracy and security of your account information, credentials, and passwords. You are also responsible for all activity under your account.

If your account is created on behalf of an organization, you represent that you are authorized to act for that organization and that it accepts full responsibility for all account activity.

7. Compliance and Customer Obligations

You agree to:

• Provide accurate and lawful information.
• Use the Services only as permitted by these Terms.
• Comply with all applicable data protection, transportation, and labor laws.
• Cooperate with Antology in any reasonable investigation related to your use.

You shall not:

• Upload or transmit malware, viruses, or harmful code.
• Interfere with or disrupt Antology's systems.
• Copy, frame, reverse engineer, or create derivative works of the Services.
• Use the Services to compete with Antology.

8. Subprocessors

Antology may engage trusted third-party subprocessors for hosting, analytics, support, or other operational functions. All subprocessors are bound by confidentiality and data-protection obligations consistent with these Terms.

9. API Access and Integrations

If you access the Services via API, you agree to comply with Antology's API documentation, limits, and usage policies. API credentials are confidential and may not be shared.

Antology may monitor API usage for performance, abuse, and compliance. Excessive or unauthorized use may result in rate limiting or suspension of access.

Antology integrates with third-party services such as mapping, traffic, or analytics providers. Such integrations are provided "as is," and Antology is not responsible for their performance or accuracy.

10. Intellectual Property

Antology retains all rights, title, and interest in and to the Services, software, algorithms, and documentation. Nothing in these Terms transfers ownership of Antology's intellectual property.

You are granted a limited, non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes.

You may provide suggestions or feedback to Antology, which Antology may use without restriction or compensation.

11. Confidentiality

Each party agrees to protect the other's Confidential Information using the same degree of care it uses for its own confidential materials, but no less than reasonable care. Confidential Information includes all non-public data, trade secrets, and technical or business information.

Confidential Information may be disclosed only to employees or agents with a need to know and under confidentiality obligations, or as required by law with prompt notice to the disclosing party (where permitted).

These obligations survive termination.

12. Security

Antology implements commercially reasonable administrative, technical, and physical safeguards to protect data against unauthorized access or loss. However, no system is fully secure, and you acknowledge that Antology is not liable for breaches caused by events outside its reasonable control.

13. Disclaimer of Warranties

Except as expressly stated in a written agreement, the Services are provided "as is" and "as available," without warranties of any kind, express or implied. Antology disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Antology does not warrant that route optimization results will always be error-free or optimal under all conditions.

14. Commercial Terms (Enterprise Customers Only)

14.1 Fees and Payment

• Fees are as specified in your Order Form or invoice.
• All payments are due within 30 days of invoice.
• Late payments may incur interest at 2% per month or the maximum allowed by law.
• Fees are non-refundable except where expressly provided in the Agreement.
• Customer is responsible for all applicable taxes.
• Antology may suspend Services for non-payment following written notice.

14.2 Service Levels (SLA)

Antology targets a 99.5% uptime each calendar month, excluding planned maintenance or force majeure events.

Incident response times:

• P1 (Critical): Response within 2 hours; resolution or workaround within 24 hours.
• P2 (Major): Response within 4 hours; resolution or workaround within 48 hours.
• P3 (Minor): Response within 24 hours; resolution on a best-effort basis.

14.3 Professional Services

If implementation, customization, or integration services are agreed under an SOW, Antology will deliver them in a professional and workmanlike manner.

Unless otherwise agreed, Antology retains ownership of all deliverables, granting Customer a perpetual, royalty-free license to use them internally.

15. Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages.

Antology's total cumulative liability under this Agreement shall not exceed the total fees paid by you to Antology in the twelve (12) months preceding the claim.

16. Indemnification

Each party agrees to indemnify and hold harmless the other party, its officers, employees, and agents from any claims, damages, or expenses arising from (a) breach of this Agreement, (b) violation of applicable laws, or (c) infringement of intellectual property rights, except to the extent caused by the other party's gross negligence or willful misconduct.

17. Termination

This Agreement continues until terminated as follows:

• Either party may terminate for convenience after the initial term (if any) with 30 days' written notice.
• Either party may terminate immediately for material breach not cured within 15 days of notice.
• Either party may terminate if the other becomes insolvent or ceases operations.

Upon termination, all outstanding fees become due, and Customer's access to the Services ends.

Provisions regarding confidentiality, intellectual property, data ownership, limitations of liability, and dispute resolution shall survive termination.

18. Assignment

You may not assign or transfer your rights or obligations under this Agreement without Antology's prior written consent. Antology may assign this Agreement to an affiliate or successor without restriction.

19. Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including natural disasters, internet outages, war, or government action.

20. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict-of-law principles.

21. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of the dispute.

The seat of arbitration shall be Singapore. The tribunal shall consist of a single arbitrator. The language of the arbitration shall be English.

Each party shall bear its own legal costs, and the arbitrator shall have the authority to apportion arbitration fees and expenses in the award.

22. Entire Agreement

This Agreement, together with any referenced documents (Order Forms, Privacy Policy, DPA, SLA, or SOWs), constitutes the entire agreement between the parties and supersedes prior understandings.

23. Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.

24. Waiver

Failure to enforce any right shall not constitute a waiver of such right or provision.

25. No Third-Party Rights

No third party shall have any rights to enforce any provision of these Terms.