Terms of Service

Effective date: March 24, 2026 · Last updated: March 24, 2026

Please read these Terms carefully. By creating an account or using Pleroma, you agree to be bound by these Terms on behalf of yourself and the organization you represent. If you do not agree, do not use the Service.

1. Overview

These Terms of Service ("Terms") govern access to and use of the yard management software-as-a-service platform operated by Pleroma Inc., a corporation incorporated under the laws of British Columbia, Canada ("Pleroma," "we," "us").

These Terms form a binding agreement between Pleroma and the legal entity or individual ("Customer") that has registered for or is using the Service. By clicking "I agree," completing registration, or using the Service, the Customer accepts these Terms.

2. Definitions

Service: The Pleroma cloud-based yard management platform, including all web applications, APIs, mobile interfaces, and documentation.
Customer: The legal entity or individual that has subscribed to the Service.
End User: Any individual authorized by Customer to access the Service under Customer's account.
Customer Data: All data, content, and information submitted by Customer or its End Users through the Service.
Order Form: A written or electronic document specifying subscription plan, fees, and term.
Subscription Term: The period during which Customer is authorized to access the Service, as specified in the applicable Order Form.
Documentation: Technical and user documentation made available by Pleroma for the Service.

3. Account Registration

To access the Service, Customer must register and create an account. Customer represents that all registration information provided is accurate, current, and complete; that the individual accepting these Terms has the authority to bind the Customer organization; and that Customer will maintain the security of its account credentials and promptly notify us of any unauthorized access.

Customer is responsible for all activity that occurs under its account, including actions of its End Users. We may suspend accounts that we reasonably believe have been compromised.

4. Service Access & License

Subject to these Terms and payment of applicable fees, Pleroma grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term solely for Customer's internal business operations.

This license does not include the right to sublicense, resell, or commercially distribute the Service to third parties; access the Service to build a competitive product or service; reverse engineer, decompile, or disassemble the Service; or remove or obscure proprietary notices in the Service or Documentation. Pleroma reserves all rights not expressly granted.

Service levels

We target commercially reasonable availability for the Service and will publish any scheduled maintenance windows in advance. Specific uptime commitments, if any, are stated in the applicable Order Form or a separate Service Level Agreement.

5. Acceptable Use

Customer and its End Users must not use the Service to:

Violate any applicable local, provincial, federal, or international law or regulation;
Upload or transmit malicious code, viruses, or any harmful or disruptive data;
Attempt to gain unauthorized access to the Service, its infrastructure, or data of other customers;
Interfere with or disrupt the integrity or performance of the Service;
Scrape, mine, or systematically extract data from the Service without our prior written consent;
Use the Service to process data on behalf of third parties as a service bureau or managed service provider without our prior written agreement.

We may suspend or terminate access immediately upon discovery of a material violation of this section.

6. Fees & Payment

Subscription fees

Customer agrees to pay the fees set out in the applicable Order Form. Fees are quoted in Canadian dollars (CAD) unless otherwise stated. All fees are exclusive of applicable taxes (including GST/HST), which Customer is responsible for.

Billing

Fees are billed in advance on the frequency specified in the Order Form (monthly or annually). Payment is due within 30 days of invoice unless otherwise agreed. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Price changes

We may change subscription fees on 60 days' written notice. Price changes take effect at the start of the next renewal term. Continued use after the effective date constitutes acceptance.

No refunds

All fees are non-refundable except as expressly required by applicable law or as stated in the Order Form. If Customer terminates early, no refund of prepaid fees is owed.

7. Customer Data

Ownership

Customer retains all right, title, and interest in and to Customer Data. These Terms do not transfer any Customer Data rights to Pleroma.

License to process

Customer grants Pleroma a limited, non-exclusive, worldwide license to host, copy, transmit, and process Customer Data solely to provide the Service and as required by law. We will not access Customer Data except to provide the Service, respond to support requests, or as required by law.

Data processing

Where Customer Data contains personal information, the parties will be bound by our Data Processing Agreement ("DPA"), available at pleroma.systems/dpa, which is incorporated into these Terms by reference. The DPA governs Pleroma's obligations as a processor under applicable Canadian privacy law.

Data export & deletion

Customer may export its data at any time through the Service. Upon termination, we will provide Customer with an opportunity to export Customer Data for 30 days, after which we will delete Customer Data from our systems within 90 days, except as required by law.

8. Intellectual Property

Pleroma and its licensors own all right, title, and interest in and to the Service, including all software, algorithms, user interfaces, trade secrets, patents, copyrights, trademarks, and other intellectual property rights. Nothing in these Terms transfers ownership of the Service to Customer.

Feedback

If Customer submits feedback, suggestions, or ideas regarding the Service, Customer grants Pleroma a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose without compensation to Customer.

Aggregate data

Pleroma may generate and use aggregated, de-identified data derived from Customer's use of the Service for product improvement, benchmarking, and industry analytics, provided such data cannot reasonably identify Customer or any individual.

9. Confidentiality

Each party ("Receiving Party") agrees to keep confidential any non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature ("Confidential Information").

The Receiving Party will: (a) use Confidential Information only to exercise rights or perform obligations under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information (no less than reasonable care); and (c) disclose it only to employees, contractors, and advisors with a need to know who are bound by equivalent obligations.

These obligations do not apply to information that: (i) is or becomes publicly known without breach; (ii) was known before disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without reference to Confidential Information. Either party may disclose Confidential Information if required by law, provided it gives the other party reasonable prior notice where permitted.

10. Warranties & Disclaimers

Mutual warranties

Each party represents and warrants that it has the legal authority to enter into these Terms and to perform its obligations hereunder.

Our service warranty

Pleroma warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term. Customer's sole remedy for a material breach of this warranty is the re-performance of the affected Service or, if re-performance is not feasible, a pro-rata refund of prepaid fees for the affected period.

Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." PLEROMA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PLEROMA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW:

Exclusion of consequential damages: Neither party will be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
Cap on liability: Each party's total aggregate liability arising out of or related to these Terms, whether in contract, tort, or otherwise, will not exceed the total fees paid or payable by Customer in the 12 months preceding the claim.

These limitations apply to the fullest extent permitted by law. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other matter that cannot be excluded under applicable law.

12. Indemnification

By Customer

Customer will defend, indemnify, and hold harmless Pleroma and its officers, directors, employees, and agents from and against any third-party claims, damages, and costs arising out of: (a) Customer's or its End Users' use of the Service in violation of these Terms; (b) Customer Data; or (c) Customer's violation of applicable law.

By Pleroma

Pleroma will defend Customer against any third-party claim that the Service, as provided by us, infringes a Canadian copyright, patent, or trademark. If such a claim is made or threatened, we may, at our option: (a) obtain a license for continued use; (b) modify the Service to make it non-infringing; or (c) terminate the affected subscription and refund prepaid unused fees. This section states our entire obligation regarding intellectual property infringement.

Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense; and (c) cooperate reasonably. The indemnifying party may not settle a claim that imposes liability on the other party without prior written consent.

13. Term & Termination

Term

These Terms commence on the date Customer first accepts them and continue for the Subscription Term. Unless otherwise stated in an Order Form, subscriptions automatically renew for successive equal periods at then-current pricing unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Termination for cause

Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings.

Effect of termination

Upon termination: (a) all licenses granted hereunder immediately terminate; (b) Customer must cease using the Service; (c) each party will promptly return or destroy the other's Confidential Information; and (d) Customer data export and deletion provisions in Section 7 apply. Provisions that by their nature should survive termination (including payment obligations, confidentiality, IP, indemnification, liability, and governing law) will survive.

14. General Terms

Governing law & dispute resolution

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of Vancouver, British Columbia for any dispute arising out of these Terms, except that either party may seek interim injunctive relief in any competent jurisdiction.

Entire agreement

These Terms, together with any Order Forms and the DPA, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, representations, and understandings. In the event of a conflict, the Order Form prevails over these Terms, which prevail over any other document.

Amendments

We may update these Terms by posting a revised version and providing 30 days' notice. Material changes will be communicated by email to account holders. Continued use after the effective date constitutes acceptance. Customer may reject changes by terminating before the effective date; in that case, we will refund prepaid fees for the unused period.

Assignment

Customer may not assign these Terms or any rights under them without our prior written consent. Pleroma may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, with written notice to Customer. Any attempted assignment in violation of this section is void.

Force majeure

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, or internet infrastructure failures, provided the affected party notifies the other promptly and uses commercially reasonable efforts to mitigate.

Severability & waiver

If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. A party's failure to enforce any right is not a waiver of that right.

Notices

Notices under these Terms must be in writing and sent by email (with read receipt or written confirmation) or by courier to the addresses on file. Notices to Pleroma must be sent to legal@pleroma.systems. Notices to Customer are sent to the email on the account.

Language

The parties have agreed that these Terms and all related documents be drafted in English. Les parties ont convenu que les présentes conditions et tous les documents connexes soient rédigés en anglais.

15. Contact

For legal notices or questions regarding these Terms, contact us at legal@pleroma.systems.