ROUTE PLANNER TERMS OF SERVICE

These Terms of Service ("Terms") constitute a legally binding agreement between you and Route Planner LLC ("Route Planner," "we," "us," or "our") governing your access to and use of Route Planner's websites, web applications, mobile applications, software, APIs, integrations, communications tools, routing and scheduling tools, customer relationship management tools, technician management tools, inventory and asset management tools, invoicing and payment-related tools, and all related products and services collectively referred to as the "Service."

PLEASE READ THESE TERMS CAREFULLY.

BY CREATING AN ACCOUNT, PURCHASING A SUBSCRIPTION, CLICKING "I AGREE," ACCESSING THE SERVICE, OR OTHERWISE USING ROUTE PLANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

IF YOU ARE USING THE SERVICE ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN THAT EVENT, "YOU" AND "CUSTOMER" REFER TO THAT ORGANIZATION.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

1. BUSINESS USE ONLY

Route Planner is intended primarily for businesses and persons acting in a commercial or professional capacity.

You must be at least eighteen (18) years old and legally capable of entering into a binding contract to create or administer a Route Planner account.

The Service is not intended for personal, family, household, emergency-response, life-safety, medical, legal, financial advisory, or other purposes for which inaccurate, delayed, or unavailable information could reasonably result in death, personal injury, or significant physical damage.

2. DEFINITIONS

For purposes of these Terms:

"Account" means an account created to access the Service.

"Authorized User" means an employee, technician, contractor, representative, administrator, or other individual Customer authorizes to access its Account.

"Customer" means the person or legal entity purchasing, subscribing to, or otherwise using the Service.

"Customer Data" means information, records, documents, files, communications, images, job details, customer records, employee or technician information, asset information, inventory information, invoices, schedules, routes, locations, and other data submitted to or processed through the Service by or on behalf of Customer.

"End Customer" means a customer, prospect, supplier, vendor, employee, technician, contractor, or other person whose information Customer enters into the Service.

"Integration" means any third-party application, platform, payment processor, mapping provider, accounting platform, communications provider, API, or other third-party service connected to Route Planner.

"Subscription" means a paid plan granting access to specified Service features.

3. ACCOUNT REGISTRATION

You agree to provide accurate, current, and complete information when creating and maintaining your Account.

You are responsible for:

maintaining the confidentiality of usernames, passwords, authentication methods, API credentials, and other Account credentials;

restricting access to your Account;

all actions performed through your Account or by your Authorized Users;

ensuring Authorized Users comply with these Terms;

promptly removing access for individuals who are no longer authorized; and promptly notifying Route Planner if you suspect unauthorized Account access.

Route Planner is not responsible for losses resulting from unauthorized Account access caused by Customer's failure to protect credentials, devices, login information, or administrative permissions.

You may not share individual user credentials among multiple individuals except where expressly permitted by your Subscription.

4. ACCOUNT ADMINISTRATORS

Customer may designate one or more administrators.

Administrators may have the ability to access, manage, export, modify, restrict, or delete Customer Data and Authorized User accounts.

Customer is solely responsible for selecting appropriate administrators and managing administrator permissions.

Route Planner may rely on instructions provided by an authorized Account administrator.

5. CUSTOMER RESPONSIBILITY FOR AUTHORIZED USERS

Customer is responsible for all use of the Service by its Authorized Users.

Any violation of these Terms by an Authorized User will be considered a violation by Customer.

Customer is responsible for ensuring that employees, technicians, contractors, and other Authorized Users understand any applicable workplace, privacy, monitoring, communications, vehicle, safety, and location-tracking requirements.

6. CUSTOMER DATA OWNERSHIP

As between Route Planner and Customer, Customer retains ownership of Customer Data.

Customer grants Route Planner and its authorized service providers a limited, worldwide, non-exclusive right to host, copy, transmit, display, organize, analyze, format, back up, process, and otherwise use Customer Data solely as reasonably necessary to:

1. provide and operate the Service;

2. provide requested support;

3. maintain security and prevent fraud or abuse;

4. comply with applicable law;

5. enforce these Terms; and

6. improve the Service using aggregated or de-identified information as described below.

Route Planner does not acquire ownership of Customer Data merely because the data is processed through the Service.

7. CUSTOMER'S RESPONSIBILITY FOR CUSTOMER DATA

Customer represents and warrants that it has all rights, permissions, notices, consents, and lawful bases necessary to collect, upload, store, use, disclose, transmit, and otherwise process Customer Data through Route Planner.

Customer is solely responsible for determining:

what information it collects;

why it collects that information;

whether collection is lawful;

how long the information should be retained;

whether consent is required;

whether a privacy notice must be provided;

whether an individual has requested access, correction, deletion, or restriction; and whether Customer's processing complies with applicable law.

Customer will not upload information to Route Planner that Customer does not have a lawful right to process.

8. END-CUSTOMER INFORMATION

Route Planner may enable Customers to store information relating to their own customers and prospective customers.

Customer, not Route Planner, determines which End Customer information is entered into the Service and how it is used in Customer's business.

Unless Route Planner independently determines the purposes and means of processing particular information, Route Planner acts as a service provider or processor with respect to Customer Data processed on behalf of Customer.

Customer remains responsible for its relationship with its End Customers and for providing all notices and obtaining all permissions required by applicable privacy and consumer-protection laws.

9. EMPLOYEE AND TECHNICIAN DATA

The Service may enable Customer to collect or process information relating to employees, technicians, contractors, or other workers, including schedules, assignments, performance information, contact information, work history, timestamps, job activity, and location information.

Customer is solely responsible for determining whether and how these features may lawfully be used in each jurisdiction.

Route Planner does not provide employment-law advice.

Customer must provide workers with any legally required notice and obtain any legally required consent before using Route Planner to monitor, locate, track, evaluate, or otherwise process information relating to workers.

10. GPS, LOCATION, ROUTING, AND MAPPING

The Service may provide GPS information, route optimization, travel estimates, mapping, technician locations, estimated arrival times, distance calculations, traffic information, or other location-related functionality.

LOCATION AND ROUTING INFORMATION IS PROVIDED FOR BUSINESS CONVENIENCE ONLY. Route Planner does not guarantee that:

a suggested route is the safest route;

a suggested route is the fastest route;

mapping information is complete or current;

roads are open or legally accessible;

traffic information is accurate;

vehicle restrictions are reflected;

addresses or coordinates are correct;

travel-time estimates are accurate; or

technician locations are precise or continuously available.

Drivers and businesses remain responsible for observing traffic laws, road signs, vehicle restrictions, weather conditions, road conditions, safety requirements, and professional judgment.

No person should interact with the Service in a manner that creates distracted driving or unsafe vehicle operation.

Route Planner is not responsible for collisions, traffic citations, property damage, bodily injury, missed appointments, delayed arrivals, route errors, incorrect navigation, or other damages arising from reliance on route or location information.

11. LOCATION TRACKING OF WORKERS

If Customer enables location tracking for employees, technicians, contractors, or other workers, Customer is solely responsible for ensuring such tracking complies with applicable laws and employment policies.

Customer should not use Route Planner to improperly track individuals during non-working hours or for unlawful surveillance.

Customer agrees to indemnify Route Planner against claims arising from Customer's unlawful or unauthorized tracking or monitoring activities.

12. COMMUNICATION FEATURES

The Service may allow Customer to send emails, notifications, reminders, text messages, templates, invoices, appointment confirmations, marketing messages, or other communications.

Customer is solely responsible for all communications Customer sends using the Service.

Customer represents and warrants that it will comply with all applicable communications, marketing, telecommunications, privacy, and advertising laws, including, where applicable:

the Telephone Consumer Protection Act;

the CAN-SPAM Act;

state telemarketing laws;

consent and opt-out requirements;

do-not-call requirements; and

applicable privacy laws.

Customer is responsible for obtaining legally sufficient consent before sending communications when consent is required.

Route Planner does not guarantee delivery of any email, SMS message, notification, or other communication.

Carrier filtering, spam filtering, incorrect contact information, network failure, third-party provider outages, recipient settings, or other circumstances may prevent delivery.

13. CUSTOMER MARKETING ACTIVITIES

Route Planner is a technology provider and is not responsible for determining whether Customer's marketing campaign, recipient list, advertising message, offer, promotion, or communication is lawful.

Customer may not use the Service to send spam, unlawful solicitations, deceptive marketing, fraudulent communications, or messages to persons who have lawfully opted out.

14. INVOICES, ESTIMATES, QUOTES, AND FINANCIAL DOCUMENTS

Route Planner may provide tools for creating estimates, quotes, invoices, credit notes, purchase orders, payment records, and similar business documents.

Customer is solely responsible for the completeness and accuracy of such documents. Route Planner does not provide accounting, tax, legal, bookkeeping, or financial advice. Customer is responsible for determining applicable:

taxes;

tax rates;

invoice requirements;

licensing requirements;

recordkeeping requirements;

payment terms;

refunds;

credits; and

financial reporting obligations.

Customer should consult its own accountant, tax professional, or attorney when appropriate.

15. PAYMENT PROCESSING

The Service may integrate with third-party payment processors such as Stripe or other payment providers.

Unless expressly stated otherwise, Route Planner is not a bank, money transmitter, payment network, financial institution, or card issuer.

Payment processing services may be provided directly by a third party and are subject to that provider's terms.

Route Planner is not responsible for:

declined transactions;

payment holds;

payment processor reserves;

chargebacks;

refunds;

disputes;

account freezes;

delayed settlements;

incorrect bank information;

processor fees;

processor outages; or

actions taken by a payment provider.

Customer is responsible for disputes between Customer and its own End Customers concerning payments, invoices, services, refunds, or chargebacks.

16. PAYMENT CARD INFORMATION

Customers must use designated payment-processing features when accepting payment card information.

Customer may not intentionally upload full payment card numbers, card verification codes, passwords, authentication credentials, or similarly sensitive payment information into ordinary notes, attachments, custom fields, or other undesignated areas of Route Planner.

17. THIRD-PARTY INTEGRATIONS

The Service may integrate with third-party services including payment processors, accounting platforms, mapping providers, email providers, communications providers, cloud providers, and other business applications.

Your use of third-party services is governed by the applicable third party's own terms and privacy practices.

By enabling an Integration, you authorize Route Planner to exchange information with that third party as reasonably necessary to provide the Integration.

Route Planner does not control third-party services and is not responsible for their:

availability;

accuracy;

security;

privacy practices;

functionality;

fees;

changes;

errors;

data loss; or

discontinuation.

Route Planner may modify, suspend, or discontinue an Integration if the third-party provider changes or terminates access.

The unavailability of a third-party Integration does not constitute a breach of these Terms by Route Planner.

18. ACCEPTABLE USE

Customer and Authorized Users may not use the Service:

1. for unlawful, fraudulent, deceptive, abusive, or malicious purposes;

2. to infringe intellectual property or privacy rights;

3. to harass, stalk, threaten, or unlawfully monitor another person;

4. to upload malware, ransomware, viruses, or malicious code;

5. to gain unauthorized access to systems or accounts;

6. to conduct penetration testing without written authorization;

7. to interfere with Service availability or security;

8. to scrape, crawl, harvest, or extract data through unauthorized automated means; 9. to bypass usage limits or access restrictions;

10. to reverse engineer, decompile, disassemble, or attempt to derive source code except where such restriction is prohibited by law;

11. to resell or sublicense the Service except pursuant to an authorized reseller agreement; 12. to impersonate another person or business;

13. to upload content that Customer lacks authority to use;

14. to transmit spam or unlawful communications;

15. to process information for unlawful discrimination;

16. to facilitate criminal activity;

17. to violate sanctions or export-control laws; or

18. in a manner that creates unreasonable security or operational risk to Route Planner or other customers.

Route Planner may investigate suspected violations and may suspend or terminate access where reasonably necessary to protect the Service, Route Planner, its customers, or third parties.

19. HIGH-RISK AND REGULATED DATA

Unless Route Planner expressly agrees otherwise in writing, Customer should not use the Service to store or process:

protected health information subject to HIPAA;

classified government information;

highly sensitive authentication credentials;

Social Security numbers except where a Service feature expressly requires them; full payment card data outside designated payment processing functions;

biometric identifiers;

highly sensitive genetic information; or

information whose processing legally requires specialized contractual or technical safeguards not provided by Route Planner.

ROUTE PLANNER IS NOT A HIPAA-COMPLIANT SERVICE UNLESS ROUTE PLANNER EXPRESSLY AGREES IN WRITING TO PROVIDE HIPAA-COMPLIANT SERVICES AND EXECUTES AN APPLICABLE BUSINESS ASSOCIATE AGREEMENT.

20. MINORS

The Service is not intended for use by children.

No person under eighteen (18) may create a Route Planner Account.

Customer should not upload personal information concerning minors unless Customer has a legitimate business purpose and all legally required authorization to do so.

21. CUSTOMER BUSINESS OPERATIONS

Route Planner provides business-management software.

Route Planner does not operate Customer's business and does not supervise Customer's employees, contractors, technicians, customers, vehicles, inventory, equipment, or financial activities.

Customer remains solely responsible for:

services performed by Customer;

workmanship;

employee conduct;

contractor conduct;

licensing;

insurance;

workplace safety;

vehicle operation;

taxes;

employment practices;

customer disputes;

contracts with End Customers;

regulatory compliance; and

professional obligations.

22. INVENTORY, ASSETS, EQUIPMENT, AND CONSUMABLES

Inventory, asset, equipment, maintenance, and consumable records generated through Route Planner depend upon information entered by Customer or generated by integrations.

Route Planner does not guarantee inventory accuracy, equipment condition, maintenance compliance, product availability, or suitability.

Customer is responsible for physically verifying inventory, equipment, maintenance status, safety requirements, expiration dates, quantities, and other operational information where appropriate.

23. SCHEDULING AND APPOINTMENTS

Scheduling functionality does not guarantee that an appointment, employee, technician, customer, supplier, vehicle, resource, or piece of equipment will actually be available.

Customer remains responsible for confirming schedules and managing conflicts.

Route Planner will not be responsible for lost revenue, missed appointments, overtime, customer complaints, technician scheduling conflicts, or other losses arising from scheduling errors.

24. SERVICE AVAILABILITY

Route Planner aims to provide reliable service but does not guarantee uninterrupted or error-free availability unless a separate written Service Level Agreement expressly states otherwise.

The Service may be unavailable because of:

maintenance;

upgrades;

internet failures;

cloud-provider failures;

telecommunications outages;

cybersecurity events;

third-party failures;

governmental action;

natural disasters;

force majeure events; or

circumstances outside Route Planner's reasonable control.

Route Planner may perform maintenance or modify infrastructure as reasonably necessary.

25. PRODUCT CHANGES

Route Planner may enhance, modify, add, remove, replace, or discontinue Service functionality from time to time.

Route Planner does not guarantee that every feature will remain available permanently.

If Route Planner materially discontinues a core paid feature during a prepaid Subscription term, Route Planner may, at its discretion and where appropriate, provide substitute functionality, a credit, or other commercially reasonable remedy.

26. BETA AND EXPERIMENTAL FEATURES

Route Planner may make beta, preview, early-access, experimental, or evaluation features available. Such features may be incomplete, unstable, or changed without notice.

BETA FEATURES ARE PROVIDED "AS IS" AND MAY CONTAIN ERRORS.

Customer uses beta features at its own risk.

27. AUTOMATED AND AI-ASSISTED FEATURES

If Route Planner makes automated, predictive, optimization, machine-learning, or artificial-intelligence assisted functionality available, results may be inaccurate, incomplete, or inappropriate for Customer's particular situation.

Customer is responsible for reviewing automated outputs before relying on them for business decisions. Automated outputs do not constitute professional advice.

28. DATA BACKUPS AND EXPORTS

Route Planner may maintain backups as part of normal Service operations, but Customer remains responsible for maintaining appropriate independent records and exports of information that Customer cannot afford to lose.

The Service should not be treated as Customer's sole legally required archival or backup system unless Route Planner expressly agrees otherwise in writing.

29. AGGREGATED AND DE-IDENTIFIED INFORMATION Route Planner may create aggregated or de-identified information derived from use of the Service.

Route Planner may use such information to:

analyze Service performance;

improve features;

understand usage trends;

develop benchmarking;

improve security;

perform research;

create statistical reports; and

operate and improve its business.

Route Planner will not intentionally re-identify information represented as de-identified except where permitted by applicable law for security, validation, or compliance purposes.

30. ROUTE PLANNER INTELLECTUAL PROPERTY

Route Planner and its licensors own all rights, title, and interest in the Service, including its software, source code, object code, interfaces, designs, graphics, trademarks, logos, documentation, workflows, databases, algorithms, features, and other intellectual property.

Except for the limited right to use the Service under these Terms, no intellectual-property rights are transferred to Customer.

31. LIMITED LICENSE

Subject to these Terms and payment of applicable fees, Route Planner grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Subscription term to access and use the Service for Customer's internal business purposes.

32. FEEDBACK

If Customer submits ideas, suggestions, recommendations, enhancement requests, or other feedback concerning Route Planner, Customer grants Route Planner an unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback without compensation or obligation.

This provision does not grant Route Planner ownership of Customer Data.

33. SUBSCRIPTION FEES

Customer agrees to pay all fees associated with its selected Subscription.

Fees may depend on the plan, number of users, usage, messaging volume, integrations, storage, features, or other factors.

Customer authorizes Route Planner and its payment processor to charge the payment method provided for fees, taxes, and other amounts properly due.

34. AUTOMATIC RENEWAL

Unless otherwise stated in an Order Form or Subscription terms, paid Subscriptions automatically renew for successive periods equal to the original Subscription period until canceled.

Customer must cancel before the renewal date to avoid being charged for the next Subscription period.

35. CANCELLATION

Customer may cancel its Subscription through available Account settings or by contacting Route Planner using the designated cancellation method.

Cancellation ordinarily becomes effective at the end of the then-current paid Subscription period unless otherwise stated.

Customer remains responsible for fees incurred before cancellation takes effect.

36. REFUNDS

Except where required by applicable law or expressly agreed by Route Planner in writing, Subscription fees are non-refundable.

Unused time, unused Authorized User seats, unused message allocations, or Customer's failure to use the Service generally will not entitle Customer to a refund.

37. PRICE CHANGES

Route Planner may modify Subscription pricing.

For existing Customers, a price increase will generally take effect at a future renewal or after reasonable notice, unless the change results from additional services, additional users, increased usage, taxes, third party charges, or a separately accepted Order Form.

38. TAXES

Subscription fees exclude applicable sales, use, excise, value-added, transaction-privilege, or similar taxes unless expressly stated otherwise.

Customer is responsible for applicable taxes other than taxes based on Route Planner's net income.

39. LATE OR FAILED PAYMENTS

Route Planner may suspend or restrict Service access for materially overdue amounts after providing notice where reasonably appropriate.

Customer remains responsible for unpaid amounts.

Route Planner may recover reasonable collection expenses to the extent permitted by law.

40. FREE TRIALS AND PROMOTIONAL OFFERS

Route Planner may provide trials, promotional pricing, credits, or discounts.

Unless otherwise stated, promotional offers:

have no cash value;

are non-transferable;

may expire;

may be subject to eligibility restrictions; and

may be modified or discontinued as permitted by law.

Route Planner may convert a trial to a paid Subscription only as disclosed during signup.

41. SUSPENSION

Route Planner may suspend access if Route Planner reasonably believes:

Customer materially violated these Terms;

Customer's Account has been compromised;

Customer's use poses a cybersecurity threat;

Customer's activities expose Route Planner to legal liability;

Customer fails to pay amounts due;

suspension is required by law; or

immediate action is reasonably necessary to protect Route Planner, Customer, other users, or third parties.

Where appropriate, Route Planner will attempt to provide notice and an opportunity to resolve the issue.

42. TERMINATION BY CUSTOMER

Customer may stop using the Service at any time.

Termination does not eliminate payment obligations incurred before termination.

43. TERMINATION BY ROUTE PLANNER

Route Planner may terminate these Terms or Customer's access if Customer materially breaches these Terms and fails to cure the breach within a reasonable period after notice, where cure is appropriate.

Route Planner may terminate immediately for fraud, unlawful activity, cybersecurity threats, repeated abuse, intentional misuse, insolvency, or conduct creating material risk to Route Planner or others.

44. CUSTOMER DATA FOLLOWING TERMINATION

After termination or expiration, Customer may lose access to Customer Data.

Route Planner may provide a limited period during which Customer can export certain Customer Data.

After applicable retention periods expire, Route Planner may delete Customer Data unless retention is required by law, necessary for legitimate legal or security purposes, or otherwise described in Route Planner's Privacy Policy.

Customer is responsible for exporting required records before Account closure.

45. CONFIDENTIALITY

Each party may receive non-public information designated as confidential or that reasonably should be understood to be confidential.

The receiving party will use commercially reasonable measures to protect such information and will use it only for purposes relating to the parties' relationship.

Confidential Information does not include information that:

1. becomes public without breach of an obligation;

2. was lawfully known without confidentiality restriction;

3. is independently developed without use of Confidential Information; or

4. is lawfully obtained from another person without confidentiality restriction.

A party may disclose Confidential Information when legally required, subject to legally permitted notice to the other party.

46. SECURITY

Route Planner will maintain administrative, technical, and organizational safeguards reasonably designed to protect Customer Data against unauthorized access, destruction, alteration, or disclosure.

No internet-connected system can be guaranteed to be completely secure.

Customer acknowledges that Route Planner does not warrant that unauthorized third parties will never defeat security measures.

Customer is responsible for appropriate security practices within its own organization, including credential management, device security, employee access, user permissions, and prompt removal of former users.

47. SECURITY INCIDENTS

If Route Planner discovers a security incident involving Customer Data that requires notification under applicable law, Route Planner will provide legally required notification.

Route Planner may investigate incidents and take reasonable mitigation measures. Customer agrees to reasonably cooperate with security investigations affecting Customer's Account.

48. LEGAL REQUESTS

Route Planner may preserve or disclose information if Route Planner reasonably believes disclosure is required by law, legal process, court order, subpoena, governmental request, or is reasonably necessary to:

enforce these Terms;

investigate fraud;

respond to security threats;

protect rights or property;

prevent harm; or

comply with legal obligations.

Where legally permitted and appropriate, Route Planner may notify Customer of requests relating specifically to Customer Data.

49. CUSTOMER INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS ROUTE PLANNER, ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS FROM AND AGAINST CLAIMS, DEMANDS, ACTIONS, INVESTIGATIONS, DAMAGES, LOSSES, LIABILITIES, JUDGMENTS, PENALTIES, FINES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATING TO:

1. Customer's use or misuse of the Service;

2. Customer Data;

3. Customer's products or services;

4. Customer's relationship with End Customers;

5. actions of Customer's Authorized Users;

6. Customer's violation of these Terms;

7. Customer's violation of applicable law;

8. allegations that Customer Data infringes another person's rights;

9. Customer's communications or marketing activities;

10. Customer's collection or tracking of employee or technician locations;

11. Customer's invoices, taxes, payment disputes, refunds, or chargebacks;

12. Customer's employment practices;

13. Customer's failure to obtain required consent;

14. Customer's unauthorized use of personal information;

15. bodily injury or property damage arising from Customer's operations; or

16. claims resulting from Customer's reliance on routing, scheduling, inventory, financial, or operational information provided through the Service.

Route Planner reserves the right to control the defense of any matter subject to indemnification, and Customer agrees to reasonably cooperate.

50. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
ROUTE PLANNER DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF:

MERCHANTABILITY;

FITNESS FOR A PARTICULAR PURPOSE;

TITLE;

NON-INFRINGEMENT;

ACCURACY;

RELIABILITY;

AVAILABILITY;

SECURITY;

COMPLETENESS; AND

ERROR-FREE OPERATION.

ROUTE PLANNER DOES NOT WARRANT THAT:

THE SERVICE WILL BE UNINTERRUPTED;

THE SERVICE WILL BE ERROR-FREE;

DATA WILL NEVER BE LOST;

EVERY DEFECT WILL BE CORRECTED;

EVERY THIRD-PARTY INTEGRATION WILL CONTINUE TO FUNCTION;

ROUTES OR TRAVEL TIMES WILL BE ACCURATE;

COMMUNICATIONS WILL ALWAYS BE DELIVERED;

THE SERVICE WILL SATISFY EVERY LEGAL OR REGULATORY REQUIREMENT APPLICABLE TO CUSTOMER; OR

USE OF THE SERVICE WILL INCREASE REVENUE, PRODUCTIVITY, PROFITABILITY, OR BUSINESS PERFORMANCE.

CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE IS APPROPRIATE FOR CUSTOMER'S PARTICULAR BUSINESS.

51. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROUTE PLANNER AND ITS AFFILIATES, OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

THIS INCLUDES DAMAGES FOR:

LOST PROFITS;

LOST REVENUE;

LOST BUSINESS;

LOST CUSTOMERS;

BUSINESS INTERRUPTION;

LOSS OF GOODWILL;

LOSS OR CORRUPTION OF DATA;

COST OF SUBSTITUTE SERVICES;

MISSED APPOINTMENTS;

EMPLOYEE OR CONTRACTOR COSTS; OR

OTHER COMMERCIAL OR ECONOMIC LOSS,

EVEN IF ROUTE PLANNER HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

52. MAXIMUM AGGREGATE LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROUTE PLANNER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO ROUTE PLANNER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF CUSTOMER HAS NOT PAID ROUTE PLANNER ANY FEES DURING THAT PERIOD, ROUTE PLANNER'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THESE TERMS APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

53. ALLOCATION OF RISK

Customer acknowledges that the Subscription pricing reflects the allocation of risk established by the warranty disclaimers, indemnification obligations, and limitations of liability contained in these Terms.

These provisions are an essential basis of the bargain between Customer and Route Planner.

54. FORCE MAJEURE

Route Planner will not be liable for delay, interruption, or failure resulting from circumstances beyond its reasonable control, including:

natural disasters;

fires;

floods;

severe weather;

war;

terrorism;

civil unrest;

epidemics or pandemics;

labor disputes;

utility failures;

internet outages;

telecommunications failures;

cloud-provider outages;

cybersecurity attacks;

governmental action;

embargoes;

sanctions;

supply-chain disruption; or

failures of third-party providers.

55. NO AGENCY OR EMPLOYMENT RELATIONSHIP

Nothing in these Terms creates a partnership, franchise, joint venture, fiduciary, employment, or agency relationship between Route Planner and Customer.

Route Planner does not employ or supervise Customer's employees, technicians, contractors, or agents.

56. GOVERNING LAW

These Terms and any dispute arising from them are governed by the laws of the State of [ARIZONA], without regard to conflict-of-law rules, except where applicable federal law controls.

57. INFORMAL DISPUTE RESOLUTION

Before initiating arbitration or litigation, a party must provide written notice describing the dispute and requested resolution.

The parties agree to attempt in good faith to resolve the dispute for at least thirty (30) days after receipt of the notice.

Dispute notices to Route Planner must be sent to:

Route Planner LLC

1234 S. Power Rd Mesa, AZ 85206

Email: privacy@route-planner.com

58. BINDING ARBITRATION

EXCEPT FOR MATTERS EXPRESSLY EXCLUDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR THE RELATIONSHIP BETWEEN CUSTOMER AND ROUTE PLANNER WILL BE RESOLVED THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

Arbitration will be administered by the American Arbitration Association ("AAA") under its applicable commercial arbitration rules, unless the parties agree otherwise.

The arbitration will take place in MARICOPA COUNTY, ARIZONA, remotely, or at another location mutually agreed by the parties.

The arbitrator may award any remedy available to an individual party under applicable law, subject to the limitations in these Terms.

59. CLASS ACTION WAIVER

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND ROUTE PLANNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY.

NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER.

An arbitrator may not consolidate claims of multiple parties without all affected parties' written consent.

60. JURY TRIAL WAIVER

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND ROUTE PLANNER KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

61. EXCEPTIONS TO ARBITRATION

Either party may:

pursue an eligible claim in small claims court;

seek temporary or emergency injunctive relief concerning unauthorized access, intellectual property infringement, cybersecurity threats, or misuse of confidential information; or pursue remedies where arbitration is prohibited by applicable law.

62. LIMITATION PERIOD

TO THE EXTENT PERMITTED BY LAW, ANY CLAIM ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES OR IT WILL BE PERMANENTLY BARRED.

This provision does not shorten a limitation period where applicable law prohibits doing so.

63. EXPORT CONTROLS AND SANCTIONS

Customer may not use the Service in violation of applicable United States export controls, economic sanctions, or trade restrictions.

Customer represents that it is not prohibited from receiving the Service under applicable sanctions or export laws.

64. ASSIGNMENT

Customer may not assign these Terms without Route Planner's prior written consent, except in connection with a merger or sale of substantially all of Customer's business where the successor agrees to these Terms.

Route Planner may assign these Terms in connection with a merger, acquisition, financing, corporate restructuring, sale of assets, or transfer of the Service or related business.

65. CHANGES TO THESE TERMS

Route Planner may update these Terms periodically.

If changes are material, Route Planner may provide notice through the Service, by email, or by another reasonable method.

Unless otherwise stated, updated Terms become effective on the date identified in the updated Terms. Continued use after the effective date constitutes acceptance where permitted by law.

If applicable law requires affirmative consent to a particular modification, Route Planner will request such consent.

66. ORDER OF PRECEDENCE

If Customer enters into a separate signed Order Form, enterprise agreement, Data Processing Addendum, or other written contract with Route Planner, that document will control over these Terms only to the extent of an express conflict.

67. SEVERABILITY

If any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

68. NO WAIVER

Failure to enforce a provision of these Terms does not waive Route Planner's right to enforce that provision later.

69. ENTIRE AGREEMENT

These Terms, Route Planner's Privacy Policy, applicable Order Forms, and any other documents expressly incorporated by reference constitute the entire agreement between Customer and Route Planner regarding the Service and supersede prior discussions or agreements concerning the same subject matter.

70. ELECTRONIC COMMUNICATIONS

Customer agrees that agreements, notices, disclosures, invoices, and other communications may be delivered electronically.

Customer agrees that electronic acceptance of these Terms has the same legal effect as a handwritten signature to the extent permitted by applicable law.

71. NOTICES

Route Planner may provide notices through:

the Service;

Account notifications;

the email address associated with Customer's Account; or

other reasonable electronic means.

Customer is responsible for maintaining current contact information.

72. SURVIVAL

Provisions that by their nature should survive termination will survive, including provisions relating to:

intellectual property;

fees owed;

confidentiality;

disclaimers;

indemnification;

limitations of liability;

dispute resolution;

governing law; and

Customer's responsibilities concerning Customer Data.

73. CONTACT

Questions concerning these Terms may be directed to:

Route Planner LLC

1234 S. Power Rd Mesa, AZ 85206

support@route-planner.com