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 includes an AI-powered assistant (“AI Assistant”) that helps users draft load entries and extract data from documents. The AI Assistant is a productivity tool only and does not independently post, alter, or delete any records without a human confirmation step by an authorized user.

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. 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 large language model technology provided by Anthropic, PBC (“Anthropic”). The AI Assistant is designed to help users draft load entries, extract data from documents (such as bills of lading or booking confirmations), and generate operational summaries.

The AI Assistant is an experimental 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 Human Confirmation Required

All AI-generated content is presented as a draft for review. No AI-generated entry is committed to the Service database without an explicit confirmation action by an authorized human user. By confirming AI-generated content, the user acknowledges that they have reviewed the draft for accuracy and accept full responsibility for the correctness of the submitted 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 that was confirmed by a user. 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 Vercel AI Gateway to Anthropic's Claude language model for processing. Vercel AI Gateway acts as an intermediary for routing and observability. By using the AI Assistant, you consent to this transmission through both Vercel and Anthropic. Please review our Privacy Policy for details on how this data is handled and the data processing commitments of both providers.

6. Subscription, Billing, and Payment

6.1 Subscription Plans

Access to the Service is provided on a subscription basis, billed monthly per Tenant organization. Current pricing and plan features are described on the Dray Flow website or in a separate Order Form. We reserve the right to modify pricing with at least 30 days' written notice to your registered email address.

6.2 Payment Processing

All payments are processed by Stripe, Inc., a 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. You agree to be bound by Stripe's Terms of Service.

6.3 Auto-Renewal

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.

6.4 Failed Payments

If a payment fails, we will notify you via your registered email address. If payment is not received within 7 days, Dray Flow may suspend your access to the Service. Suspended accounts retain their data for a period of 90 days from the suspension date. After 90 days without payment, we reserve the right to permanently delete your account and all associated data.

6.5 Cancellation and Refunds

You may cancel your subscription at any time through your account settings or by contacting support@drayflow.com. Cancellation takes effect at the end of the current billing period, and you retain access through that date.

Subscription fees are non-refundable, except as required by applicable law or at our sole discretion. 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 Forge Perfect LLC and is licensed to Dray Flow LLC for operation of the Service. 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, FORGE PERFECT LLC, OR THEIR RESPECTIVE 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, Forge Perfect LLC, and their respective 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 30 days of termination. After 30 days, we may delete your Customer Data in accordance with our data retention policies.

Sections 4, 5.3, 8, 10, 11, 13, and 14 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 Jurisdiction and Venue

If informal resolution is unsuccessful, the parties consent to the exclusive jurisdiction of the state and federal courts located in Clark County, Washington for any claims arising under or related to these Terms. You waive any objection to personal jurisdiction or venue in those courts.

13.4 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: