Terms of Service

1.Agreement to these terms

These Terms of Service (the “Terms”) govern access to and use of the detentioniq website, application, and related services (the “Service”), provided by detentioniq (“detentioniq,” “we,” “us”). By creating an account, signing an order form, or using the Service, you agree to these Terms on behalf of the company you represent (“Customer,” “you”), and you represent that you are authorized to do so.

If you and detentioniq have signed a separate written agreement or order form covering the Service, that document controls where it conflicts with these Terms. Everything else in these Terms still applies.

2.What the Service is — and is not

The Service ingests telematics data from the ELD or GPS provider you connect, detects dwell and detention against thresholds you configure, assembles supporting evidence, generates detention and accessorial invoices, sends related SMS and email, and reports on billed-versus-paid outcomes.

detentioniq is software. We are not a motor carrier, freight broker, freight forwarder, factoring company, collection agency, or law firm. We do not provide legal, accounting, tax, or regulatory advice, we do not decide whether a detention charge is owed, and we do not collect money on your behalf. Whether you are entitled to a detention or accessorial charge is governed by your contracts with your shippers, brokers, and consignees, and by applicable law — not by what the Service detects.

We may change, add to, or discontinue features. We will not materially degrade a core function of the Service during a paid term without notice to you.

3.Accounts and users

You are responsible for the accuracy of your account information, for maintaining the confidentiality of credentials, and for all activity that occurs under your account. Workspace administrators can invite, remove, and change the permissions of users in your workspace, and can access data those users create in the Service.

You must ensure that everyone you give access — employees, dispatchers, drivers, contractors, and agents — complies with these Terms. Their acts and omissions in the Service are your responsibility. Notify us promptly at support@detentioniq.com if you suspect unauthorized access.

4.Your data and the rights you grant us

You keep all rights in the data you or your integrations put into the Service: telematics records, load and shipment records, documents, evidence, invoices, and messages (“Customer Data”). We claim no ownership of it.

You grant us a non-exclusive, worldwide license to host, copy, transmit, process, display, and otherwise use Customer Data solely to provide, secure, support, and improve the Service for you, and as described in our Privacy Policy.

You represent and warrant that you have all rights, authorizations, and consents necessary to provide Customer Data to us and to have us process it — including data about your drivers, data pulled from your telematics account, documents and records originating with your shippers, brokers, and consignees, and any phone numbers or email addresses you ask us to message. You are responsible for giving your drivers any notice, and obtaining any consent or bargaining-unit agreement, that applicable law or your own agreements require for vehicle and location monitoring.

5.Telematics and third-party integrations

The Service depends on data from ELD, GPS, mailbox, and other third-party systems you connect. Those providers control their own availability, data accuracy, retention, and API terms. By connecting an integration, you authorize us to access it on your behalf, and you confirm that doing so does not violate your agreement with that provider.

We are not responsible for the accuracy, completeness, or timeliness of data those systems supply, or for outages, rate limits, API changes, or account suspensions on their side. If upstream data is missing or wrong, detection results derived from it will be too.

Detection is evidence-based, not exhaustive. The Service may miss detention events, may flag events that turn out not to be billable under your contracts, and may derive times that a facility disputes. You are responsible for reviewing what the Service produces before you invoice a customer on the strength of it.

6.Messaging: SMS and email

The Service sends operational SMS through Twilio under registered 10DLC campaigns, and email to the addresses you designate. You direct who is messaged.

You are responsible for having a lawful basis to message every number and address you provide, including any consent required by the Telephone Consumer Protection Act, state analogues, and mobile carrier rules, and for keeping that record. You will not use the Service to send marketing, promotional, or political messages, or any content that violates carrier rules or applicable law. We honor STOP, UNSTOP, and HELP keywords, and we will suppress a number that opts out.

We may suspend messaging for your account without prior notice if a carrier, Twilio, or a regulator requires it, or if we reasonably believe your messaging violates this section. We will tell you as soon as we can and work with you to restore it.

7.Acceptable use

You will not:

• Use the Service to create, alter, or submit records you know to be false, or to support a claim you know is not owed
• Upload unlawful, infringing, or malicious content, or content you lack the right to provide
• Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service
• Resell, sublicense, or provide the Service to a third party as a service bureau, except for the carriers or fleets identified in your order form
• Scrape, bulk-export, or systematically extract data other than through features we provide for that purpose
• Probe, scan, or test the security of the Service without our written permission, or interfere with its operation or another customer's use of it
• Use the Service in violation of transportation, privacy, employment, or export laws

We may suspend access to address a material breach of this section, a security risk, or a legal obligation. Where practical we will give notice and a chance to cure first.

8.Fees and billing

Fees, the billing period, and the subscription term are set in your order form or in the plan you select when subscribing. Unless that document says otherwise, fees are stated in U.S. dollars, invoiced in advance, due within 30 days of the invoice date, and non-refundable once the period has begun.

You are responsible for sales, use, and similar taxes other than taxes on our income. Undisputed amounts more than 30 days past due may accrue interest at 1.5% per month or the maximum the law allows, whichever is less, and we may suspend the Service after written notice.

We may change pricing effective at your next renewal with at least 30 days' written notice. If you do not accept the change, you may decline to renew.

9.Term, termination, and what happens to your data

These Terms apply for as long as you use the Service. Subscription terms and renewal are governed by your order form. Either party may terminate for material breach if the breach is not cured within 30 days of written notice, and either party may terminate immediately if the other becomes insolvent or enters bankruptcy proceedings.

On termination, your right to use the Service ends. For 90 days after termination you may request an export of Customer Data in the formats the Service supports. After that window we delete or de-identify Customer Data on the schedule in our Privacy Policy, except where we must retain it for legal, tax, or accounting purposes, or in routine encrypted backups until those expire.

Provisions that by their nature should survive — data ownership, confidentiality, fees accrued, disclaimers, limitation of liability, indemnification, and the governing-law section — survive termination.

10.Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including your Customer Data, rate and contract terms, and our non-public product and pricing information. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors bound by comparable obligations.

These obligations do not cover information that is or becomes public without fault, was already known without a duty of confidence, or is independently developed. A party may disclose confidential information where legally compelled, after giving the other party notice sufficient to seek protection, where that notice is lawful.

11.Intellectual property and feedback

We retain all rights in the Service, including its software, models, detection logic, interfaces, documentation, and branding. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your term, and nothing more.

If you send us feedback, ideas, or suggestions, you grant us a perpetual, royalty-free right to use them without obligation to you. We may compile aggregated and de-identified data derived from use of the Service — for example, industry-level dwell benchmarks — and use it to operate, improve, and market the Service, provided it does not identify you, your customers, your drivers, or your vehicles, and we do not attempt to re-identify it.

12.Disclaimers

Except as expressly stated in these Terms, the Service is provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Service will be uninterrupted or error-free, that every detention event will be detected, that any detention or accessorial charge will be accepted, approved, or paid by your shipper, broker, or consignee, or that data supplied by third-party providers will be accurate or complete. We publish no uptime commitment or service-level guarantee in these Terms; any such commitment exists only if it appears in a signed order form or SLA.

Nothing in the Service constitutes legal, accounting, tax, or regulatory advice.

13.Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost detention or accessorial recovery, lost business opportunity, or loss of data, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees you paid or owed to us for the Service in the twelve months preceding the event giving rise to the claim.

These limits do not apply to your payment obligations, either party's breach of confidentiality, your indemnification obligations, or liability that cannot be limited under applicable law.

14.Indemnification

You will defend and indemnify us against third-party claims arising from Customer Data, from your use of the Service in breach of these Terms or applicable law, from messages sent at your direction, and from any claim that you lacked the rights or consents to provide data — including driver telematics data — to the Service.

We will defend and indemnify you against third-party claims that the Service, used as permitted, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts we agree in settlement. This does not apply to claims arising from Customer Data, from combinations with materials we did not supply, or from use in breach of these Terms.

The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement that imposes an obligation on the indemnified party may be made without its consent.

15.Governing law and disputes — placeholder

PLACEHOLDER, PENDING COUNSEL: these Terms will be governed by the laws of the State of [STATE TO BE DESIGNATED], excluding its conflict-of-laws rules, and the parties will submit to the exclusive jurisdiction of the state and federal courts located in [VENUE TO BE DESIGNATED]. Whether disputes are resolved by arbitration, and whether a class-action waiver applies, is also to be determined.

This section is deliberately unfinished rather than filled in with a guess. Until it is settled by counsel and updated here, treat it as unresolved and contact us at support@detentioniq.com if a dispute arises. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.Changes to these terms

We may update these Terms. We will revise the “last updated” date and, for changes that materially affect your rights or obligations, give account holders at least 30 days' notice by email or in the application before they take effect. Continued use after the effective date means you accept the updated Terms. If you do not accept them, stop using the Service and contact us about ending your subscription.

17.General

Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. If any provision is held unenforceable, the rest remains in effect and the provision is limited to the minimum extent necessary. A failure to enforce a right is not a waiver of it. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship. Notices to us go to support@detentioniq.com; notices to you go to the email addresses on your account.

These Terms, together with any order form and our Privacy Policy, are the entire agreement between the parties on this subject and supersede prior discussions and proposals.

18.Contact us

Questions about these Terms, or about your account: email support@detentioniq.com.