Terms

Terms of Use

Last updated: May 17, 2026

These Terms of Use ("Terms") govern your access to and use of the website operated by Eller Audit LLC, an Ohio limited liability company ("Eller Audit", "we", "us", or "our"), at www.elleraudit.com (the "Site") and any freight invoice audit services we may provide (the "Services"). By accessing the Site or engaging us for Services, you agree to these Terms. If you do not agree, do not use the Site or our Services.

Engagement letter controls. Specific audit engagements are governed by a separate written engagement letter or order form ("Engagement Letter") that sets the scope, fee structure, and timing. These Terms cover general use of the Site and supplement the Engagement Letter for matters it does not address. If anything in these Terms conflicts with a signed Engagement Letter, the Engagement Letter controls.

1. Acceptance of Terms

By using the Site or any Services, you represent that you are at least eighteen (18) years old and that you have the authority to bind yourself, or the entity on whose behalf you are acting, to these Terms. We may update these Terms at any time. When we do, we will update the "Last updated" date above. Continued use of the Site or Services after a change indicates your acceptance of the updated Terms. Changes to these Terms do not retroactively modify the terms of an executed Engagement Letter or any active engagement. Material changes that affect an active engagement will be communicated to the customer in writing and, where the Engagement Letter so requires, will take effect only with the customer's written consent.

2. The Services

Eller Audit provides AI-assisted review of freight invoices against the customer's master freight agreement, rate schedules, and related documents to identify potential overcharges. Where the customer authorizes us, we may assist in disputing those overcharges with the relevant carrier. The deliverables we provide (including findings, evidence citations, and recommended dispute language) are designed to inform the customer's decision-making. They are recommendations, not legal advice; the customer remains responsible for the decision whether to dispute and the manner of doing so.

3. Eligibility

The Site and Services are intended for use by businesses and the professionals representing them. You must be at least eighteen (18) years old and authorized to enter into legally binding agreements on behalf of any entity you represent. We do not direct the Site or Services to individuals under the age of 18.

4. Customer documents, data, and authorization

To deliver an audit, you must provide the documents needed to conduct it — typically your master freight agreement, rate schedules, supporting documents, and the carrier invoices to be reviewed. By providing those documents to us, you represent that you have the right to share that information with us and to authorize us to review it on your behalf.

We treat the documents you share with us as your confidential information. We use them only to perform the Services you have engaged us for and, on an aggregated and de-identified basis that does not identify you, your carriers, or your commercial terms, to improve our internal audit methodology. We do not permit any third-party AI model provider to train its models on your data. See Section 7 (Confidentiality) for additional protections.

5. Fees and Payment

5.1 Performance-based compensation

Unless your Engagement Letter provides otherwise, our compensation for the Services is performance-based: we are paid an agreed percentage of Recovered Amounts (defined below). The applicable percentage, payment timing, and any minimum-engagement terms are set out in the Engagement Letter.

5.2 Recovered Amounts

"Recovered Amounts" means cash refunds, credits, offsets against future invoices, waived past-due balances, and rate corrections that the carrier acknowledges or applies as a result of findings we deliver. Recovered Amounts are calculated gross of any taxes, surcharges, or fees deducted by the carrier or by a payment intermediary. Recovered Amounts do not include overcharges that you or a prior auditor previously identified in writing before our findings were delivered to you.

5.3 Carrier reversals and clawbacks

If a carrier later reverses a credit or rebills an amount that was previously counted as a Recovered Amount, we will credit you the corresponding portion of fees we previously collected, provided you give us written notice of the reversal within ninety (90) days of the reversal.

5.4 Causation and customer cooperation

Our performance-based fee is earned when findings traceable to our work result in a Recovered Amount, whether the recovery is obtained by you, by us on your behalf, or as part of a customer-initiated settlement that incorporates our findings. If you decline to pursue a finding, settle around it, or use it directly without engaging us further, the fee remains owed for any actual Recovered Amount that includes our finding. In a good-faith dispute over causation, the parties will work in good faith to reach an allocation based on the audit record.

5.5 Termination tail

If an engagement terminates while findings we delivered are still being disputed or processed, the performance-based fee remains payable for any Recovered Amounts that result from those findings within twelve (12) months after the effective date of termination.

5.6 First-audit credit

Eller Audit may offer a no-cost first audit to qualifying new customers. The scope and conditions of any complimentary audit will be confirmed in writing before work begins, including which invoices are in scope and any limitations on the deliverables provided. The first-audit credit does not grant Eller Audit any right to use your documents to train third-party AI models, and any post-engagement use of your documents is limited to the internal, aggregated, de-identified methodology improvement described in Section 4.

5.7 Invoicing and late payment

Invoices for performance-based fees are payable in U.S. dollars within the timeframe specified in the Engagement Letter (typically within thirty (30) days of invoice date). Past-due amounts may accrue late charges at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by law. We may suspend further work on an engagement until the account is brought current.

6. Customer responsibilities

You agree to:

7. Confidentiality

7.1 Protection

Each party will protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care. Each party may use Confidential Information only to exercise its rights and perform its obligations under these Terms and any Engagement Letter.

7.2 Exclusions

Confidential Information does not include information that is publicly available through no fault of the receiving party, was already lawfully known to the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party without restriction.

7.3 Compelled disclosure

If a party is compelled by law or legal process to disclose Confidential Information, it will give the other party reasonable prior notice (where legally permitted) so that the other party may seek a protective order or other appropriate remedy.

7.4 Return or destruction

Upon termination of an engagement, the receiving party will, at the disclosing party's written request, return or destroy the disclosing party's Confidential Information and certify destruction in writing. The receiving party may retain copies required by law, by automated backup systems, or by professional standards, subject to continuing confidentiality obligations.

7.5 Equitable relief

Each party acknowledges that monetary damages may be inadequate for a breach of this Section, and the non-breaching party may seek injunctive or other equitable relief without the requirement of posting bond, in addition to any other remedies.

7.6 Duration

Each party's confidentiality obligations survive for five (5) years after termination of the applicable engagement, or for so long as the information remains a trade secret under applicable law (whichever is longer).

8. Intellectual property

8.1 Eller Audit IP

The Site, our audit methodology, our software, our AI prompts, models, and pipelines, and all related intellectual property are and remain the sole property of Eller Audit. These Terms do not grant you any rights in our intellectual property except the limited license described in Section 8.2.

8.2 License to customer

We grant you a non-exclusive, non-transferable license to use the deliverables we provide under an Engagement Letter for your own internal business purposes, including using them with your affiliates, employees, advisors (legal, accounting, audit, finance), and successor or alternate freight vendors as reasonably needed to evaluate and pursue the disputes and operational changes the deliverables describe.

8.3 Customer data

You retain ownership of the underlying invoices, contracts, and shipment data you provide to us. You grant us a limited, worldwide license to use that data solely to perform the Services and, on an aggregated and de-identified basis, to improve our internal audit methodology. We do not permit any third-party AI model provider to train its models on your data.

8.4 Feedback

If you provide feedback or suggestions about the Site or the Services, we may use that feedback without restriction. No ownership rights in your underlying data are transferred by providing feedback.

9. Disclaimers

9.1 General

The Site is provided on an "as is" and "as available" basis. The Services are performed in good faith and with reasonable care, but no audit can guarantee the discovery of every overcharge or the recovery of any specific amount. Carriers may dispute findings, contract terms may be interpreted differently, source documents may be incomplete, and outcomes depend on factors outside our control.

To the maximum extent permitted by law, Eller Audit disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, with respect to the Site and the Services. The deliverables we provide are recommendations; they do not constitute legal, accounting, or tax advice.

9.2 AI-assisted workflow disclosure

The Services are AI-assisted. Our deliverables are produced using artificial intelligence models that read your documents and generate findings, evidence citations, and recommended dispute language. AI models can produce inaccurate, incomplete, or fabricated output, including citations to contract clauses that do not exist as quoted or that misinterpret the underlying meaning. We apply cross-check and verification steps designed to reduce these risks, but we do not warrant the accuracy of any individual finding. You are responsible for independently reviewing each finding and confirming that it is correct before you submit it to a carrier or otherwise rely on it.

10. Limitation of liability

10.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ELLER AUDIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES, OR THESE TERMS — REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ELLER AUDIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability cap

SUBJECT TO SECTION 10.3, ELLER AUDIT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) FIVE THOUSAND U.S. DOLLARS ($5,000), OR (B) THE TOTAL FEES ACTUALLY PAID BY YOU TO ELLER AUDIT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to: (a) a party's indemnification obligations under Section 11; (b) Eller Audit's gross negligence or willful misconduct; or (c) liability that, under applicable law, cannot be limited or excluded by agreement.

11. Indemnification

You agree to defend, indemnify, and hold harmless Eller Audit and its officers, employees, contractors, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

except in each case to the extent the claim arises from our gross negligence or willful misconduct.

12. Term and termination

These Terms apply for as long as you access the Site. Specific engagements are governed by their Engagement Letter, which may include separate termination terms. Unless the Engagement Letter says otherwise, either party may terminate an engagement for material breach that remains uncured for thirty (30) days after written notice, or immediately if the other party becomes insolvent or makes an assignment for the benefit of creditors.

Sections that by their nature should survive termination — including Section 4 (last sentence on subprocessor training), Section 5 (post-termination fee tail under Section 5.5), Section 7 (Confidentiality), Section 8 (Intellectual property), Section 9 (Disclaimers), Section 10 (Limitation of liability), Section 11 (Indemnification), Section 13 (Governing law), and Section 14 (Miscellaneous) — will survive.

13. Governing law and disputes

These Terms are governed by the laws of the State of Ohio, without giving effect to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Cuyahoga County, Ohio for any dispute that is not resolved through good-faith negotiation, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Each party irrevocably waives any right to a jury trial in any action arising out of or related to these Terms.

14. Miscellaneous

These Terms, together with any applicable Engagement Letter, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous understandings. If any provision is held unenforceable, the remaining provisions will remain in full force. Our failure to enforce a provision is not a waiver of our right to enforce it later. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, financing, or sale of substantially all of our assets.

15. Contact

Questions about these Terms:
Eller Audit LLC
hello@elleraudit.com