Terms of Service

1. Acceptance of Terms

By accessing or using Demurly's services, website, or applications (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

These Terms apply to all users of the Service, including carriers, customers, drivers, and any other visitors or users.

You represent that you are at least 18 years of age (or the legal age in your jurisdiction) and have the authority to bind yourself or the organization you represent to these Terms.

2. Description of Service

Demurly provides a GPS-verified demurrage and detention tracking platform for the trucking and fuel distribution industry. The Service enables:

• Carriers to track driver wait times at terminals using GPS technology
• Documentation of demurrage events with photos, timestamps, and GPS coordinates
• Automated calculation of demurrage charges based on configurable rates
• Electronic submission and approval of demurrage records between carriers and customers
• Payment processing for approved demurrage charges
• Integration with Electronic Logging Devices (ELDs) and accounting systems

3. Account Registration & Security

To use certain features of the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and update your information to keep it accurate
• Maintain the security of your account credentials (including passwords and PINs) and not share them
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access
• Enable multi-factor authentication (MFA) when required for sensitive operations

Demurly reserves the right to suspend or terminate accounts that have been inactive, contain inaccurate information, or violate these Terms.

4. User Responsibilities

4.1 Carriers

Carriers are responsible for ensuring their drivers use the Service accurately and in good faith. Carriers must configure accurate demurrage rates, manage their driver accounts, and ensure compliance with all applicable regulations.

4.2 Customers

Customers are responsible for timely review and response to demurrage records submitted through the Service. Payment obligations arise upon approval of demurrage records.

4.3 Drivers

Drivers must use the Service honestly and accurately record their actual arrival, wait times, and departure from terminals. Falsification of records is strictly prohibited and may result in account termination.

5. Subscription & Payment Terms

Demurly offers subscription-based pricing for carriers. By subscribing to the Service, you agree to:

• Pay all applicable subscription fees according to your selected plan
• Provide accurate billing information and keep it updated
• Authorize automatic renewal of your subscription unless cancelled

Payment processing is handled by Stripe. Stripe's processing fees (which may include a percentage plus a fixed amount per transaction) are charged by Stripe directly. For current Stripe fees, visit stripe.com/pricing. Demurly platform fees, if applicable, are described on our Pricing page.

Demurly reserves the right to modify fees with 30 days' notice to active subscribers. All fees are non-refundable except as required by law.

6. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Submit false, misleading, or fraudulent demurrage records
• Impersonate another person or entity, or misrepresent your affiliation
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Attempt to gain unauthorized access to any portion of the Service
• Reverse engineer, decompile, or disassemble any portion of the Service
• Use any automated means (bots, scrapers, etc.) to access the Service without our express written permission
• Use the Service to transmit malware, viruses, or harmful code
• Harass, threaten, or harm any other users or Demurly employees

7. Data Accuracy & GPS Limitations

While Demurly strives to provide accurate GPS tracking and time recording, we do not guarantee the absolute accuracy of all data. Users acknowledge that:

• GPS accuracy may be affected by environmental factors, device limitations, or network conditions
• Time synchronization depends on device clocks and network connectivity
• Users are responsible for verifying the accuracy of records before approval
• Disputes should be resolved through the Service's dispute resolution process

8. Third-Party Integrations

The Service may integrate with third-party services when enabled for your account. Available integrations are listed on our Integrations page and Roadmap. Current integrations include:

• Authentication providers (Google, Microsoft)
• Payment processors (Stripe)

Additional integrations (such as ELD providers and accounting software) may become available as described on our Roadmap.

Your use of third-party integrations is subject to the respective third party's terms of service and privacy policies. Demurly is not responsible for the availability, accuracy, or security of third-party services.

9. Intellectual Property

The Service, including all content, features, functionality, and design, is owned by Demurly, LLC and is protected by copyright, trademark, and other intellectual property laws.

You retain ownership of all data you submit to the Service. However, you grant Demurly a non-exclusive, worldwide, royalty-free license to use, process, and store your data solely to provide the Service.

You may not copy, modify, distribute, sell, lease, or create derivative works from any part of the Service without our express written permission. Any feedback, suggestions, or ideas you provide about the Service may be used by Demurly without obligation to you.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

Demurly does not warrant that the Service will be uninterrupted, error-free, or free of harmful components. We do not guarantee any specific level of uptime or availability.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEMURLY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

Our total liability for any claims under these Terms shall not exceed the greater of: (a) the amount you paid to Demurly in the twelve (12) months preceding the claim, or (b) one hundred dollars ($100).

Demurly is not liable for any actions or omissions of third-party service providers, including payment processors, ELD providers, or authentication services.

12. Indemnification

You agree to indemnify, defend, and hold harmless Demurly, its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; (d) any content you submit to the Service; or (e) your violation of any applicable laws or regulations.

13. Termination

We may terminate or suspend your account and access to the Service immediately, without prior notice, for conduct that we believe violates these Terms or is harmful to other users, us, or third parties, or for any other reason.

Upon termination, your right to use the Service will cease immediately. You may request a data export within 30 days by contacting support@demurly.com. Export availability is subject to technical feasibility, legal obligations, and any applicable fees. After 30 days, your data may be deleted.

The following sections survive termination: Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.

14. Dispute Resolution

Any dispute arising from these Terms or your use of the Service shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days, it shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

YOU AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the federal or state courts located in Denver County, Colorado.

16. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Demurly regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• No Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.
• Force Majeure: Demurly shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes by posting the new Terms on the Service and updating the "Last updated" date. For material changes, we will provide additional notice (such as email notification) at least 30 days before the changes take effect. Your continued use of the Service after changes constitutes acceptance of the modified Terms.

18. Contact Information

If you have any questions about these Terms, please contact us at: