[1]The agreement
These terms would govern use of the Throughline service, between Throughline, Inc. [illustrative] and the customer named on an order form. The order form states the tier, the volume, and the price. The data processing addendum governs personal data. If the documents disagree, the order form wins, then the DPA, then these terms.
The plain language is deliberate. A term you cannot understand is a term you cannot rely on, and terms written to be skimmed past are terms written to hide in.
[2]The service
Throughline is supply-chain exception management. It reads carrier feeds and EDI 214/990 directly, surfaces the shipments that need a human, assigns each exception a named owner and a deadline by rule, and closes exceptions when they resolve. The customer receives the service described on the order form, kept materially as described at signing, with support at the tier purchased.
The 14-day free trial requires no payment card and runs under these same terms.
[3]Subscription and fees
- Billing. Plans are annual, billed monthly or annually. Paying annually takes two months off, exactly as published on the pricing page.
- Overage. Nothing stops mid-month. At 80% of plan volume the customer gets an alert; volume above plan bills at $40 per additional 1,000 shipments on the next invoice [illustrative]. Two consecutive overage months and Throughline suggests the next tier, which is usually cheaper.
- Renewal pricing. Fees for a current term are fixed. Any increase arrives with at least 30 days' notice, before the renewal decision is due, never after it.
- Taxes and payment. Prices exclude applicable taxes. Invoices are due net 30.
[4]The early out
Inside the first 90 days, the customer may terminate on 30 days' written notice. Prepaid, unused fees are refunded, and the export window in clause [10.3] applies. This is the out clause the pricing FAQ promises: if the product is not working, the exit is real, not theoretical.
[5]Acceptable use
The service may not be used to:
- break the law, or process data the customer has no right to process;
- probe, overload, or interfere with the service's security or with other customers' use of it;
- resell the service or operate it as a bureau for third parties not on the order form;
- reverse-engineer the software, except where the law says this clause cannot stop you;
- route special-category personal data into the service. It is not designed for it, and the DPA says the same thing in contract form.
Throughline may suspend an account to stop material harm to the service or its customers, with notice before where possible and promptly after where not, and only for as long as the risk lasts.
[6]Your data, our software
- Customer data is the customer's, unambiguously. Throughline takes only the licence needed to run the service on the customer's instructions. Everything is exportable at any time as CSV or Parquet, and the Network tier adds direct SQL access to the customer's own workspace.
- The service is Throughline's. The software, interfaces, and documentation remain Throughline's property; the customer gets the right to use them for the term, and nothing else transfers.
- De-identified metrics. Aggregated, de-identified operational metrics, never shipment contents, may be used to improve the service. A real vendor owes you this sentence; most bury it.
[7]Confidentiality
Each party keeps the other's non-public information confidential, uses it only to perform under these terms, and protects it with at least the care it gives its own. If disclosure is compelled by law, the compelled party gives notice first, where the law allows notice.
[8]Warranties and disclaimers
Throughline warrants that the service performs materially as described and that support runs at the tier purchased. Beyond that, the service is provided as is: no promise of uninterrupted operation, no promise that every exception will be caught, no warranty of fitness for a particular purpose.
Real agreements print that disclaimer in capital letters to make it conspicuous. Conspicuous is this whole page's job, so here it stays lowercase.
The figures quoted on this site, 38-minute detection and the rest, are illustrative demo numbers, not contractual service levels. A real order form would attach an SLA and say exactly what happens when it is missed.
[9]Limitation of liability
Neither party is liable for indirect, consequential, or punitive damages. Each party's total liability is capped at the fees paid in the 12 months before the claim [illustrative]. The cap does not apply to breaches of confidentiality, to IP infringement, or to amounts owed under an indemnity: the standard carve-outs a procurement team checks for first.
[10]Term and termination
[10.1]Term
Twelve months from the order form, renewing for successive terms unless either party gives 30 days' notice before renewal. The early out in clause [4] sits alongside this, not instead of it.
[10.2]For cause
Either party may terminate if the other materially breaches and does not cure within 30 days of written notice describing the breach.
[10.3]After the end
Customer data remains exportable for 30 days after termination, then is deleted, with written confirmation. The same commitment appears in the pricing FAQ and in the DPA; a claim made three times had better be the same claim all three times.
[11]Governing law
These terms would be governed by the laws of the State of Delaware, United States [illustrative], with exclusive venue in its courts. A customer on the EU residency option would likely negotiate this clause, and a real vendor should expect that rather than pretend otherwise.
[12]Changes to these terms
Material changes arrive by email at least 30 days before they take effect. They never apply retroactively to a current term: they take effect at renewal, where the customer is free to decline them by not renewing.
[13]Contact
legal@throughline.example [illustrative]
A reserved .example address: it shows where a monitored inbox belongs without pretending one exists.