Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you or the organization you represent (“Customer,” “you,” or “your”) and Dray Flow LLC, a Washington State limited liability company (“Dray Flow,” “we,” “us,” or “our”), governing your access to and use of the Dray Flow Transportation Management System, including all associated software, features, APIs, mobile applications, and websites (collectively, the “Service”).

By clicking “I agree,” by registering for an account, or by accessing or using the Service in any way, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

If you do not agree to these Terms, do not use the Service.

2. Description of Service

Dray Flow is a cloud-based transportation management system (“TMS”) designed for drayage and intermodal logistics operations. The Service provides tools for managing container loads, driver dispatch, equipment tracking, document management, customer and carrier records, and related operational functions.

The Service is offered in multiple tiers — including a free tier and paid subscription tiers — each with different feature sets and AI capabilities. The current tiers and their included features are described on the Dray Flow website. We reserve the right to modify, add, or discontinue tiers with reasonable notice.

The Service includes an AI-powered assistant (“AI Assistant”) whose capabilities vary by subscription tier. On the free tier, the AI Assistant provides read-only guidance — answering questions, looking up data, and explaining features — but cannot create, modify, or delete any records. On paid tiers, the AI Assistant can take actions on the user's behalf (such as creating loads, assigning carriers, or updating statuses) when instructed by an authorized user. Regardless of tier, the AI Assistant is a productivity tool only and does not replace human judgment. See Section 5 for additional AI-specific terms.

Dray Flow is a software platform that supports operational decision-making. We are not a freight broker, carrier, logistics service provider, customs broker, or freight forwarder, and the Service does not constitute advice of any kind — logistics, legal, financial, regulatory, or otherwise.

3. Accounts, Tenants, and Access

3.1 Account Registration

To access the Service you must register for an account and provide accurate, complete, and current information, including a valid USDOT number. Your USDOT number is verified against the Federal Motor Carrier Safety Administration (“FMCSA”) database at the time of registration to confirm that you are a legitimate motor carrier or broker with active operating authority. Only one free-tier Tenant may be created per USDOT number.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must immediately notify us at support@drayflow.com of any unauthorized access.

3.2 Multi-Tenant Isolation

The Service operates on a multi-tenant architecture. Each organization (“Tenant”) is assigned an isolated workspace. Dray Flow implements row-level security controls to prevent Tenants from accessing each other's data. You may not attempt to access, query, or retrieve the data of any other Tenant. Any attempt to circumvent tenant isolation is grounds for immediate termination and may constitute a violation of applicable law.

3.3 Authorized Users

You are responsible for all users you grant access to your Tenant workspace, including dispatchers, drivers, administrators, and any other roles. You are liable for the acts and omissions of your authorized users as if they were your own.

4. User Data Accuracy and Responsibility

This section is critical. Please read it carefully.

4.1 User-Supplied Data

The Service is a record-keeping and workflow tool. The accuracy, completeness, and timeliness of all data entered into the Service — including but not limited to container numbers, vessel names, last free days, port appointment dates, demurrage deadlines, delivery appointments, driver assignments, carrier information, and billing rates — is solely the responsibility of the user who enters that data.

Dray Flow does not independently verify, source, or validate operational data against port systems, carrier systems, terminal operating systems, or any external database unless a specific integration is explicitly documented as part of your subscription plan.

4.2 Last Free Day and Demurrage Deadlines

The Service includes features that can display, flag, and notify users regarding Last Free Day (“LFD”) dates and related port deadlines. These features function entirely based on the dates manually entered by your authorized users. Dray Flow is not responsible for any demurrage charges, detention fees, per diem charges, or other port or carrier-imposed penalties arising from:

• Incorrect, incomplete, or outdated LFD or deadline data entered by a user;
• A user's failure to enter or update a deadline;
• Failure of an alert or notification to reach a user due to connectivity, device, or notification settings;
• A user's reliance on the Service as a substitute for independently verifying deadlines with the relevant port, terminal, or carrier.

Users are responsible for independently verifying all critical port deadlines with the applicable terminal, steamship line, or port authority. The Service is a decision-support tool, not a source of record for port operations.

4.3 Audit Logs and Timestamps

The Service automatically records an immutable audit log of all data entries, modifications, and deletions, including the timestamp and identity of the user who performed each action. These logs are used solely for operational transparency, dispute resolution support, and platform integrity. The existence of audit logs does not limit the Customer's responsibility for the accuracy of data entered.

5. AI Assistant

5.1 Nature of the AI Assistant

The Service includes an AI Assistant powered by third-party large language model technology. The AI Assistant's capabilities vary by subscription tier:

• Free tier: The AI Assistant operates in a read-only, guidance mode. It can answer questions about features, look up data within the user's Tenant workspace, explain workflows, and summarize information. It cannot create, modify, or delete any records.
• Pro tier: The AI Assistant can take actions on the user's behalf when instructed, including creating loads, assigning carriers, updating statuses, extracting data from documents, and executing batch operations. The AI acts only when an authorized user issues a command.

The AI Assistant is a productivity aid. It does not replace human judgment and may produce inaccurate, incomplete, or misleading results, including incorrect container numbers, incorrect dates, incorrect party names, and incorrect financial figures (“AI Errors”).

5.2 User Responsibility for AI Actions

On the free tier, all AI output is informational and no records are modified. On paid tiers where the AI Assistant can take actions, the user who issues a command to the AI is responsible for the resulting changes. Where the AI generates or modifies records, the user should review the results for accuracy. By using the AI Assistant to create, modify, or delete records, the user accepts full responsibility for the correctness of the resulting data.

5.3 AI Disclaimer

Dray Flow expressly disclaims all liability for losses, errors, or damages arising from AI Errors, including without limitation any demurrage charges, cargo claims, billing disputes, or regulatory penalties resulting from AI-generated content or AI-executed actions. The AI Assistant does not constitute logistics advice, legal advice, or professional advice of any kind.

5.4 Data Sent to AI Providers

When you use the AI Assistant, content you submit (such as pasted booking confirmations or document text) is transmitted through a secure gateway to our third-party AI inference provider for processing. By using the AI Assistant, you consent to this transmission to our AI service providers. Please review our Privacy Policy for details on how this data is handled and the data processing commitments of our providers.

6. Subscription, Billing, and Payment

6.1 Subscription Tiers

The Service is offered in multiple tiers:

• Free ($0): A fully functional tier with usage limits (including a cap on active loads and back-office user seats). The free tier requires no payment information and has no time limit. The AI Assistant operates in read-only guidance mode. One free Tenant per USDOT number.
• Pro (paid, per seat per month): Unlimited active loads, unlimited team seats, full feature access including brokerage, analytics, and AI write tools. Billed monthly per back-office seat (dispatcher, broker, admin). Driver and read-only seats are always free and do not count toward billed seats.

Current pricing and plan features are described on the Dray Flow website. Founding-rate pricing may be offered to early adopters and, where applicable, is locked in for the duration of the subscriber's continuous paid subscription. We reserve the right to modify standard pricing with at least 30 days' written notice to your registered email address.

6.2 Taxes

All prices listed for Dray Flow subscriptions are exclusive of applicable taxes. Sales tax, use tax, VAT, or other transaction taxes will be calculated and added at checkout based on your billing address, as required by law. You are responsible for paying all taxes associated with your subscription. If you are exempt from sales tax, contact support@drayflow.com with valid exemption documentation.

6.3 Payment Processing

All payments for paid tiers are processed by a PCI-compliant third-party payment processor. By providing payment information, you authorize Dray Flow to charge your payment method for all applicable fees, including recurring monthly charges and applicable taxes. You agree to be bound by the payment processor's terms of service. Free-tier users are not required to provide payment information.

6.4 Auto-Renewal

Paid subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You are responsible for canceling your subscription prior to renewal if you do not wish to be charged for the next period. The free tier does not involve billing or auto-renewal.

6.5 Failed Payments and Downgrade

If a payment fails, we will notify you via your registered email address. If payment is not received within 7 days, Dray Flow may downgrade your Tenant to the free tier. Upon downgrade: Pro features are restricted, additional back-office users beyond the free-tier seat limit are changed to read-only access, and active load creation is capped. Your data is preserved — no records are deleted due to a downgrade. If you update your payment method and resubscribe to a paid tier, your team members' original roles can be restored.

If your account remains on the free tier for more than 90 days following an involuntary downgrade, and you have not resubscribed or contacted support, we reserve the right to apply standard free-tier data retention policies.

6.6 Cancellation and Refunds

Paid subscribers may cancel their subscription at any time through Settings → Billing → Billing Portal or by contacting support@drayflow.com. Cancellation takes effect at the end of the current billing period, and you retain paid-tier access through that date. Upon cancellation, your Tenant is downgraded to the free tier — your data is preserved and you retain free-tier access. You may also choose to fully delete your account. Full cancellation and data export procedures are described in our Cancellation & Refund Policy.

Free-tier users may delete their account at any time by contacting support@drayflow.com. Account deletion triggers the data export window described in our Cancellation & Refund Policy.

7-Day Satisfaction Guarantee: New paid subscribers may request a full refund of their first month's fee within 7 calendar days of the initial charge. One refund per organization. The guarantee does not apply to the free tier (no payment is involved). See the Cancellation & Refund Policy for eligibility details.

Except as provided above, subscription fees are non-refundable. No partial-month refunds are issued. If you believe you were charged in error, contact us within 30 days of the charge.

7. Acceptable Use

You agree not to:

• Use the Service to store, process, or transmit unlawful, fraudulent, or deceptive content;
• Attempt to gain unauthorized access to any Tenant's data, the Service infrastructure, or any related systems;
• Reverse-engineer, decompile, or disassemble any part of the Service;
• Use the Service to engage in any activity that violates applicable federal, state, or local laws, including transportation regulations, FMCSA rules, or labor laws;
• Resell, sublicense, or otherwise commercialize access to the Service without our written consent;
• Use automated scripts or bots to access the Service in a manner that places unreasonable load on our infrastructure;
• Submit false, misleading, or fabricated data that could affect the dispatch, billing, or safety decisions of other parties.

8. Intellectual Property

8.1 Our IP

The Service, including all software, code, designs, trademarks, trade names, and content created by Dray Flow, is and remains the exclusive intellectual property of Dray Flow LLC. These Terms do not grant you any ownership interest in or license to our intellectual property beyond the limited right to access and use the Service as described herein.

8.2 Your Data

You retain all rights to the operational data you enter into the Service (“Customer Data”). You grant Dray Flow a limited, non-exclusive license to store, process, and display Customer Data solely as necessary to provide the Service. We do not sell or license your Customer Data to third parties.

8.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us an irrevocable, royalty-free, worldwide license to use such feedback for any purpose without compensation to you.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party.

10. Disclaimer of Warranties and Limitation of Liability

10.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ALERTS AND NOTIFICATIONS WILL BE DELIVERED IN A TIMELY MANNER.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DRAY FLOW LLC OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• DEMURRAGE CHARGES, DETENTION FEES, PER DIEM CHARGES, OR OTHER PORT OR CARRIER PENALTIES;
• LOST CARGO, DAMAGED CARGO, OR CARGO CLAIMS OF ANY KIND;
• MISSED PORT APPOINTMENTS OR LAST FREE DAY VIOLATIONS;
• LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION;
• DATA LOSS OR CORRUPTION;
• COST OF PROCURING SUBSTITUTE SERVICES.

IN ALL CASES, DRAY FLOW'S MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) $500 USD OR (B) THE TOTAL FEES PAID BY YOU TO DRAY FLOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM ARISES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11. Indemnification

You agree to defend, indemnify, and hold harmless Dray Flow LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Service;
• Your violation of these Terms;
• Your violation of any applicable law or regulation, including transportation and labor laws;
• Inaccurate or incomplete data entered into the Service by you or your authorized users;
• Any claim by a third party (such as a driver, shipper, consignee, carrier, or port authority) arising from operational decisions made using the Service.

12. Termination

Either party may terminate these Terms by providing written notice. You may terminate by canceling your subscription and ceasing use of the Service. We may terminate or suspend your access immediately, without notice, if you materially breach these Terms, engage in fraudulent or illegal activity, or if we reasonably believe your use poses a security or legal risk to our platform or other users.

Upon termination, your right to access the Service ceases. You may request an export of your Customer Data within 90 days of termination. After 90 days, we may delete your Customer Data in accordance with our data retention policies. Financial records and certain operational data may be retained longer as required by law; see our Privacy Policy §4 for detailed retention periods.

Sections 4, 5.3, 8, 9, 10, 11, 13, 14, and 15 survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Washington, without regard to conflict of law principles.

13.2 Informal Resolution

Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute informally by contacting us at legal@drayflow.com. We will attempt to resolve the dispute within 30 days of the notice.

13.3 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or the Service — including questions of arbitrability — will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, except as provided in Section 13.5 below. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

The arbitration will take place in Clark County, Washington, or remotely by mutual agreement. Each party will bear its own attorneys' fees unless the arbitrator determines that a claim was frivolous or brought in bad faith, in which case the arbitrator may award fees against the non-prevailing party.

13.4 Class Action Waiver

YOU AND DRAY FLOW EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If a court or arbitrator determines that the class action waiver in this section is unenforceable for a particular claim or dispute, then that claim or dispute shall be severed from any arbitration and may be brought in court, but all other claims shall remain subject to arbitration.

13.5 Exceptions to Arbitration

Notwithstanding Section 13.3, either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits. Either party may also seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute through arbitration.

13.6 Jurisdiction and Venue (Non-Arbitrated Claims)

For any claims not subject to arbitration under this Section, the parties consent to the exclusive jurisdiction of the state and federal courts located in Clark County, Washington. You waive any objection to personal jurisdiction or venue in those courts.

13.7 Time Limitation on Claims

Any legal action or proceeding related to the Service must be commenced within two (2) years after the alleged cause of action arises, or it is permanently barred.

14. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you via email or a prominent notice within the Service at least 14 days before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must cancel your subscription and stop using the Service.

15. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between you and Dray Flow regarding the Service.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions continue in full force and effect.

Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future.

Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, acts of government, labor disputes, or internet outages.

No Professional Advice. Nothing in the Service constitutes legal, tax, financial, or logistics compliance advice. You should consult qualified professionals for such guidance.

16. Contact

Questions about these Terms may be directed to: