Terms of Service

1. Who these terms apply to

These Terms of Service (the "Terms") govern access to and use of the Clovrr website, portal, APIs, audit and billing services (the "Service") provided by Aryan Padarthi d/b/a Clovrr Solutions ("Clovrr", "we", "us"). By creating an account, submitting data, or signing an order form, the business you represent ("Customer", "you") agrees to these Terms.

The Service is offered only to businesses, not to consumers. If you accept these Terms on behalf of a company, you confirm you have authority to bind it. If a signed order form conflicts with these Terms, the order form controls.

2. The Service

The Service reviews your loads against their rate confirmations, bills of lading, receipts, remittances and electronic logging device (ELD) records to find accessorial charges (such as detention, layover, truck-ordered-not-used and lumper fees) and invoices that were not billed, not paid or short-paid. It includes the 90-day audit and, where your order form says so, preparing, sending and following up on those claims with brokers and shippers on your behalf.

We may update the Service over time. We will not materially reduce the core functionality of a paid subscription during its current term.

3. Billing on your behalf, authorization and outcomes

When you approve a claim, you authorize us to act as your billing agent for that limited purpose: to send the claim and its supporting documents in your name, ask about payment status, and record the response. We send only claims you have approved, and you may exclude any broker or customer. If your invoices are factored, you are responsible for telling us how your factoring agreement requires accessorial claims to be submitted, and we will follow those instructions. Calls may be recorded where the law allows and the other party is told; any automated caller we use will say that it is automated.

Brokers and shippers pay under the terms of your rate confirmations and agreements. We do not guarantee that any claim will be paid, or paid in any amount, and our findings are prompts for your review, not legal advice or a statement of what any contract requires. We do not purchase receivables or collect consumer debts. You remain responsible for the accuracy of the information and documents you give us and that we send on your behalf, and for your own relationships with brokers, shippers and factoring companies.

4. Accounts and acceptable use

You are responsible for your users, for keeping credentials confidential, and for activity under your account. Notify us promptly at aryan@clovrr.net of any unauthorized use.

You will not: (a) use the Service in violation of law or third-party rights, including the terms of any rate confirmation, broker-carrier agreement, factoring agreement or software you use; (b) upload data you are not entitled to share with us; (c) attempt to probe, disrupt or reverse engineer the Service; (d) resell or provide the Service to third parties except as agreed in writing; or (e) use the Service to build a competing product.

5. Customer Data

"Customer Data" means rate confirmations, bills of lading, receipts, invoices, remittances, ELD records, emails, call records and other data you or your systems submit to the Service, or that we record while acting on your behalf. As between the parties, you own Customer Data. You grant us a limited license to host, copy, process and display Customer Data to provide, secure and support the Service for you.

We may use Customer Data to improve the models and rules that power your own account. We will not use identifiable Customer Data to train models offered to other customers, and will not sell Customer Data. We may create aggregated, de-identified statistics that cannot reasonably be linked to you or any individual, and use them to operate and improve the Service.

Where Customer Data includes personal information, our Data Processing Addendum forms part of these Terms.

6. Fees and payment

The 90-day audit is provided free of charge unless an order form says otherwise. Paid services are billed through our payment processor, Stripe, either as a subscription billed in advance or as a percentage of amounts collected, at the prices shown in your order form.

Subscriptions renew automatically for successive periods of the same length unless cancelled before renewal through the billing portal or by written notice. Fees are non-refundable except where required by law or stated in an order form. You are responsible for applicable taxes other than taxes on our income. We may suspend the Service if undisputed fees are more than 30 days overdue, after giving notice.

We may change prices for future renewal periods with at least 30 days' notice.

7. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Service with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed or lawfully received from a third party.

8. Intellectual property and feedback

We own the Service, including its software, models, rules and documentation. Except for the rights expressly granted here, no rights are transferred. If you give us feedback, we may use it without obligation to you.

9. Term, suspension and termination

These Terms continue while you use the Service or have an active subscription. Either party may terminate for material breach not cured within 30 days of written notice. We may suspend access immediately if needed to prevent harm to the Service or others.

On termination, your right to use the Service ends. For 30 days afterwards you may request an export of your Customer Data, after which we will delete it as described in the Data Processing Addendum.

10. Warranties and disclaimers

We will provide the Service with reasonable skill and care in accordance with applicable law. Except as expressly stated, the Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that predictions, schedules or reports will be accurate, complete or uninterrupted.

11. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of the possibility. Each party's total liability arising out of these Terms will not exceed the fees paid or payable by you to us in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, to breaches of section 4, or to liability that cannot be limited by law.

12. Indemnity

You will defend and indemnify us against third-party claims arising from your freight operations, or from information you provide that we submit on your behalf, or from Customer Data you did not have the right to provide. We will defend and indemnify you against third-party claims alleging that the Service, as provided by us, infringes their intellectual property rights.

13. General

These Terms are governed by the laws of the State of Texas, United States of America, excluding its conflict-of-law rules, and disputes will be resolved exclusively in the state and federal courts located in the State of Texas. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect. These Terms, any order form and the Data Processing Addendum are the entire agreement on this subject.

We may update these Terms by posting a new version with a new effective date. Material changes take effect for existing subscriptions at the next renewal, or earlier if you accept them. Questions: aryan@clovrr.net, Aryan Padarthi d/b/a Clovrr Solutions, Allen, Texas, United States of America.