Drayford Corporation · Wilmington, Delaware · support@drayford.com
These Terms are part of the Drayford Order Form signed by Drayford Corporation ("Drayford") and the customer named on it ("Customer"). The Order Form and these Terms together are one agreement (the "Agreement"). If the Order Form and these Terms conflict, the Order Form controls. Capitalized words not defined here have the meaning given on the Order Form.
1.1 License. During the term, Drayford grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Drayford software service on the plan named in the Order Form (the "Service") for Customer's own internal trucking or freight business operations, subject to this Agreement.
1.2 What the Service includes. The Service gives Customer a hosted workspace for running its operation, which may include dispatch, load paperwork, tracking, billing and invoicing, driver pay and settlements, compliance records, recruiting and marketing tools, communications, and an AI assistant. The features live on Customer's setup date, and any that go live by a stated date, are listed on the Order Form. Drayford may improve, change or remove features over time, but will not materially reduce the core functions listed on the Order Form during the Free Period.
1.3 Accounts. Customer is responsible for its users and for all activity under its accounts. Each login is for one named individual who is an employee or contractor of Customer. Customer will keep credentials secret and tell Drayford promptly of any unauthorized use.
1.4 Reservation of rights. Drayford and its licensors own the Service and all related software, designs, workflows, documentation and intellectual property. No rights are granted except those stated in this Agreement.
2.1 Subscription Fee. No fee is charged during the Free Period. After the Free Period, unless Customer is on Drayford Free under Section 3.2, Customer will pay the monthly price of the plan named in the Order Form (the "Subscription Fee"), monthly in advance. A "Service Month" is each one-month period beginning on the day of the month that matches Customer's setup date.
2.2 Invoices and payment. Drayford will invoice each paid Service Month on its first day. Customer will pay by ACH or through the invoice link within 10 days after the invoice date. Fees are in U.S. dollars and exclude taxes, which Customer will pay except for taxes on Drayford's income.
2.3 No charge without consent. Drayford will never charge Customer any amount beyond the Subscription Fee unless Customer gives separate written consent to that specific charge. Consent to one purchase is not consent to any later purchase. Drayford will not automatically reload credits or automatically upgrade Customer's plan, and will not debit Customer's bank account or charge a card on file without Customer's authorization for that payment.
2.4 Late payment. If an invoice is unpaid 10 days after it is due, Drayford may suspend the Service after giving Customer written notice. Drayford will restore the Service promptly once the overdue amount is paid.
2.5 Refunds. Fees paid are non-refundable, except as stated in Section 3.4.
3.1 Free Period. This Agreement starts when both parties have signed it. The Free Period is the first 3 months from Customer's setup date shown on the Order Form, during which no fee is charged and credits are capped as stated in Section 4.2.
3.2 After the Free Period. Unless Customer cancels, the Agreement continues month to month at the Subscription Fee, except that a Customer that is a motor carrier may instead stay on Drayford Free, a no-fee plan limited to the features named for it on the Order Form. A motor carrier that has not chosen in writing to keep its paid plan by the end of the Free Period moves to Drayford Free, and no Subscription Fee is charged until it chooses a paid plan in writing. Drayford may change the Subscription Fee or a credit rate only by giving Customer at least 30 days' written notice. Customer may cancel before the new price applies; continuing to use the Service after the new price takes effect is acceptance of it.
3.3 Cancellation by Customer. Customer may cancel at any time, including during the Free Period, by email to support@drayford.com. Cancellation takes effect at the end of the current month, and nothing further is billed.
3.4 Cancellation by Drayford. Drayford may cancel for convenience on 30 days' written notice and will refund any prepaid fee for the part of a Service Month after the cancellation date. Drayford may also terminate immediately under Section 9.
3.5 Pause. Customer may ask to pause the Service by email. During an agreed pause, Customer keeps its data but cannot use the Service, and Drayford will not invoice the paused months. The parties will agree in writing on how a pause affects the Free Period.
3.6 Effect of termination. When the Agreement ends, Customer's right to use the Service ends, and Customer will pay any fees owed through the end date. Section 2 (for amounts owed through the end date) and Sections 5, 6, 7, 8, 10, 11, 12, 13 and 14 survive termination.
4.1 What credits cover. Certain automated and AI actions use credits from Customer's monthly allowance, including automated texts and emails, AI replies and assistant messages, AI voice call minutes, loads tracked per day, and contacts revealed in a recruiting or marketing list. Each action uses credits at Drayford's published rates. Drayford may change a credit rate only with 30 days' written notice.
4.2 Included credits. Customer receives the credits included in its plan on the Order Form each calendar month, renewed on the 1st. During the Free Period, included credits are capped at 25,000 a month. Unused credits expire at the end of the calendar month and have no cash value.
4.3 When credits run out. When Customer has used its credits for a calendar month, automated AI, automated messaging (automatic texts, emails and replies) and marketing features pause until the 1st of the next calendar month. Customer's data, the dispatch board, load records, documents, invoicing and messages typed and sent by Customer's own staff keep working. Drayford will notify Customer's account administrators when credits are nearly used up and again when they run out.
4.4 Customer's choices. When credits run out, Customer may (a) wait for the 1st of the next calendar month, (b) buy a one-time credit pack, or (c) change its plan. Options (b) and (c) require Customer's separate written consent to the exact price and quantity each time, given by an authorized administrator in the Service or by email. Drayford will never bill for usage beyond the included credits without that consent.
5.1 Drayford Confidential Information. The Service and everything about it is Drayford's confidential information, including its features, screens, workflows, automations, AI behavior, prompts, pricing, product roadmap, documentation, demos, training sessions and any non-public information Drayford shares ("Drayford Confidential Information"). Customer acknowledges that Drayford is an early-stage company and that the confidentiality of the Service is essential to its business.
5.2 Customer's duties. Customer will (a) use Drayford Confidential Information only to use the Service under this Agreement, (b) not disclose it to anyone except its own employees and contractors who need it to use the Service and are bound by confidentiality duties at least as strict as these, and (c) protect it with at least reasonable care. Customer is responsible for any breach by its employees, contractors, drivers or dispatchers.
5.3 Customer Confidential Information. Drayford will keep Customer Data and other non-public Customer business information confidential and use it only to provide and support the Service and as allowed in Section 7.
5.4 Exceptions. Confidentiality duties do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed without use of the other party's information, or is lawfully received from a third party without a duty of confidentiality. A party may disclose information if required by law, after giving the other party prompt notice where the law allows.
5.5 Duration. These duties last during the Agreement and for 3 years after it ends, and for as long as the information remains a trade secret under applicable law.
5.6 Injunctive relief. A breach of Section 5 or Section 6 may cause Drayford irreparable harm for which money damages are not enough. Drayford may seek an injunction or other equitable relief in addition to any other remedy, without posting a bond where the law allows.
6.1 Restrictions. Customer will not, and will not allow anyone else to: (a) copy, modify, translate or create derivative works of the Service; (b) reverse engineer, decompile, disassemble or try to discover the source code, models, prompts, logic or structure of the Service; (c) build, design, or help anyone else build or design, a product or service that competes with the Service, or use the Service or Drayford Confidential Information for that purpose; (d) share logins, credentials or access with anyone who is not an authorized user of Customer, including any other carrier, broker, dispatch service, software vendor or consultant; (e) record, screenshot, film, stream or publish the Service or any part of its screens, workflows or outputs on social media, video platforms, websites, marketing materials or elsewhere, or show it to any third party, without Drayford's prior written consent, except that Customer may send and share the documents and messages the Service produces for its ordinary business, such as invoices, rate confirmations, settlements, load paperwork and messages to its own drivers, customers and brokers; (f) run or publish benchmarks, comparisons or performance tests of the Service; (g) resell, sublicense, rent or provide the Service to any third party, or use it as a service bureau; (h) scrape, crawl or extract data from the Service by automated means, except through features Drayford provides for exporting Customer Data; (i) interfere with, probe or bypass the security or usage limits of the Service; or (j) use the Service for anything unlawful, fraudulent, harassing or deceptive, including double brokering, identity misuse, or sending messages that impersonate another person or company.
6.2 Feedback. If Customer gives suggestions or feedback about the Service, Drayford may use them freely without obligation to Customer, and Drayford owns any improvements it makes.
7.1 Ownership. As between the parties, Customer owns the data, documents and records it or its users enter or upload into the Service, including load, driver, customer, carrier and financial records ("Customer Data").
7.2 Drayford's use. Customer grants Drayford a license to host, process and use Customer Data to provide, secure and support the Service. Drayford may also use Customer Data in aggregated and de-identified form, which does not identify Customer, its drivers or its customers, to operate, analyze and improve the Service.
7.3 Security. Drayford will use reasonable administrative, technical and physical safeguards to protect Customer Data, including restricting access to sensitive identifiers such as tax IDs, license numbers and bank details. Drayford will notify Customer without undue delay after it confirms a security incident that affects Customer Data.
7.4 Export and deletion. For 30 days after the Agreement ends, Customer may ask for its Customer Data, and Drayford will deliver it as a spreadsheet within one business day of the request. After that period, Drayford may delete Customer Data, except copies it must keep by law or in routine backups, which remain subject to Section 5.
7.5 Drivers and personal information. Customer is responsible for having any notices and consents required by law for its drivers, employees and contacts whose information it puts into the Service, including consent to location tracking through a device or ELD.
8.1 Customer is the sender. Texts, emails and calls that Customer or the Service sends on Customer's behalf are Customer's communications. Customer is responsible for their content and for complying with all laws and carrier rules that apply to them, including the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and privacy laws, and wireless carrier and 10DLC registration requirements.
8.2 Consent and opt-outs. Customer will obtain and keep records of any consent required before it or the Service contacts a person, and will honor opt-out requests promptly. Drayford may honor opt-outs it receives and may block messages to people who have opted out.
8.3 Registration. A dedicated business texting line requires carrier approval of Customer's registration. Drayford does not guarantee approval or timing.
9.1 Immediate suspension. Drayford may suspend Customer's access immediately, with notice, if Drayford reasonably believes Customer has breached Section 5, 6 or 8, if Customer's use threatens the security or operation of the Service, or if suspension is required by law.
9.2 Termination for breach. Either party may terminate this Agreement by written notice if the other party materially breaches it and does not cure the breach within 10 days after notice. Drayford may terminate immediately on written notice for any breach of Section 5 or 6, which the parties agree cannot be cured.
10.1 Review before relying. The Service includes features that use artificial intelligence to draft messages, read documents, answer questions and suggest actions. AI output can be wrong or incomplete. Customer will review AI output before relying on it or sending it where the Service lets Customer review first.
10.2 Not professional advice. AI output and the Service are not legal, tax, accounting, insurance, safety or financial advice.
10.3 Customer decides. All dispatch, pricing, safety, compliance, hiring, pay and business decisions remain Customer's responsibility, including decisions about drivers, equipment, hours of service and loads.
11.1 Limited commitment. Drayford will use commercially reasonable efforts to provide the Service with reasonable care and to keep it available, subject to maintenance and events outside its control.
11.2 Disclaimer. Except as stated in Section 11.1, the Service is provided "as is" and "as available." Drayford disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and that the Service will be uninterrupted or error-free. Drayford is not responsible for third-party services the Service connects to, including ELD providers, email and text providers, load boards and government data sources.
12.1 Cap. Each party's total liability arising out of or relating to this Agreement will not exceed the fees Customer paid to Drayford under this Agreement in the 3 months before the event giving rise to the claim.
12.2 No indirect damages. Neither party will be liable for any lost profits, lost revenue, lost loads, fines, detention or demurrage charges, lost data, business interruption, or indirect, incidental, special, consequential or punitive damages, even if advised of the possibility.
12.3 Exceptions. Sections 12.1 and 12.2 do not limit Customer's payment obligations, Customer's liability for breach of Section 5, 6 or 8, or either party's obligations under Section 13.
Customer will defend and indemnify Drayford and its officers, employees and agents against third-party claims, and related losses and reasonable legal fees, arising from (a) Customer's messages and communications sent through the Service, (b) Customer Data, (c) Customer's trucking or freight operations, or (d) Customer's breach of Section 6 or 8.
14.1 Independent parties. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency or employment relationship.
14.2 Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, except that Drayford may seek injunctive relief in any court with jurisdiction.
14.3 Notices. Notices must be in writing and sent by email to the notice contact on the Order Form (for Drayford, support@drayford.com), or by mail to the address on the Order Form. Email notice is effective when sent, unless the sender receives a bounce message.
14.4 Assignment. Customer may not assign this Agreement without Drayford's written consent. Drayford may assign it to an affiliate or to a successor in a merger, acquisition or sale of its business.
14.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
14.6 Publicity. Neither party will use the other's name or logo publicly without written consent.
14.7 Entire agreement. This Agreement is the entire agreement between the parties about the Service and replaces all prior discussions, demos, proposals and drafts. Any change must be in writing and signed by both parties. Customer purchase orders or other terms do not apply.
14.8 Severability and waiver. If any part of this Agreement is unenforceable, the rest stays in effect and the unenforceable part will be enforced to the maximum extent allowed. Failure to enforce a right is not a waiver.
14.9 Electronic signatures and counterparts. The parties may sign this Agreement electronically and in counterparts, each of which is an original and all of which together are one agreement. Electronic signatures, scanned copies, and a reply of "agreed" to the email that carries the Order Form are as binding as originals.