Terms of Service
Effective Date: November 17, 2016
As used in these Terms, the words "you" and "your" refer to you personally or, if you access SimpliRoute on behalf of a company or entity, that company or entity.
The Company reserves the right to revise these Terms at any time by updating this document. Upon such update, you will be alerted to the change through a notification within SimpliRoute. By continuing to use SimpliRoute after such notification, you agree to be bound by the most recent version of the Terms.
1. Use of SimpliRoute
(a) Subject to your compliance with these Terms and your maintenance of a User Account, the Company grants you a non-exclusive, non-sublicenseable, revocable, limited license to use SimpliRoute. You acknowledge that the Company maintains all right, title, and interest in and to SimpliRoute and its Intellectual Property (as defined below)
(b) In order to use SimpliRoute, you must be at least 18 years of age. If you access SimpliRoute on behalf of a company or entity, you personally represent that you have the requisite authority and agency to bind such company or entity to these Terms.
(c) You agree not to use SimpliRoute if it is prohibited or restricted by law in your location.
(d) SimpliRoute is subject to change at any time. Further, we may discontinue providing SimpliRoute at any time. We may restrict your access to SimpliRoute at any time without notice and for any reason, including (but not limited to) your:
i. violation of these Terms;
ii. activity which could be deemed illegal or unlawful in any jurisdiction;
iii. misuse of Intellectual Property or the violation of the rights of any third party;
iv. misuse or disruption of the SimpliRoute servers or networks; or
v. nonpayment or late payment for Subscriptions.
(e) You represent, guarantee, and covenant that you will:
i. not interfere with SimpliRoute's security or networks or intercept any data sent or received by SimpiRoute;
ii. not decode, crawl, reverse engineer, deconstruct, or recreate the source code of SimpliRoute;
iii. not sublicense, rent, lease, loan, make available, transfer, assign, sell, reproduce, adapt, translate, disclose, display, publish, exploit, modify, or otherwise distribute SimpliRoute, its Intellectual Property (as defined below) or any SimpliRoute derivatives;
iv. not violate any laws, rules, or regulations;
v. not use SimpliRoute to harass, intimidate, or violate the rights of any third party;
vi. not access SimpliRoute to conduct research for the purposes of creating or assisting in the creation of any competing product or service;
vii. obtain, at your expense, all software, hardware, equipment, licenses, authorizations, and permissions necessary to use SimpliRoute;
viii. submit only truthful, accurate, and complete information to SimpliRoute;
ix. abide by the Terms of Service (and all related agreements) of third party software and scripts used within SimpliRoute; and
x. use, and instruct any drivers using SimpliRoute to use, SimpliRoute safely and in a manner consistent with proper driving and traffic guidelines.
2. User Account and Subscription
(a) SimpliRoute requires users to register for accounts (each a "User Account") in order to access all of the features. User Accounts may not be shared except for as provided in the User Account signup instructions on SimpliRoute. You agree to keep your User Account login information confidential and not to share the account with any other person other than as expressly permitted.
(b) SimpliRoute offers subscription access at the price listed on the registration, signup, or pricing page of SimpliRoute, with such price billed automatically on a once-per-month basis, unless otherwise expressly indicated (each such month a "Term") to the credit card or payment information you have on file with the Company (the "Subscription"). The Subscription may include a free trial. After the completion of the free trial, your Subscription and your User Account will terminate unless you elect to continue with a paid Subscription.
(c) By purchasing a Subscription, you agree to pay in full all fees (whether initial or recurring) indicated on the corresponding registration or signup page on SimpliRoute. Your Subscription (other than free trial subscriptions) will automatically renew at the then-current rate for another Subscription period equivalent to your initial Subscription period. You authorize the Company to charge your credit card or other payment information for all Subscription fees. Subscriptions may be billed through the use of third party payment processing services ("Processors") utilized by the Company. The Company and the Processors may receive updated credit card information from your credit card issuer or bank.
(d) You may cancel your User Account and Subscription at any time by following the instructions in SimpliRoute. The Company may cancel your User Account Subscription at any time and without notice pursuant to these Terms. Upon such cancellation, (i) your obligations under the subscription will cease and no further payment will be due by you, and (ii) no refunds shall be due for previous payments.
(e) The Company reserves the right to refuse to provide a User Account or Subscription to any person for any reason.
(f) If your User Account is terminated, all data saved in your User Account may be immediately lost. Under no circumstance shall the Company be responsible for any loss of data.
(g) All prices posted within SimpliRoute are in United States denominations unless expressly designated otherwise. Prices and availability are subject to change any time and without notice. The Company endeavors to provide accurate information but is not responsible for typographical errors or inaccuracies that may be found on SimpliRoute.
3. Route Planning
(a) SimpliRoute's is designed to provide you with accurate and efficient logistics planning tools. However, SimpliRoute makes no guarantees as to the quality or accuracy of any of the services provided.
(b) You agree to use due caution when planning routes and driving and acknowledge that SimpliRoute's suggested routes may not be safe or passable. Traffic, weather, and emergency conditions may change quickly. You agree to be solely responsible for your reliance on SimpliRoute's services.
(c) Under no circumstance will SimpliRoute be responsible for improper logistics time estimates or routes. Estimates are approximate and not exact.
4. Intellectual Property
(a) You acknowledge that all patents, copyrights, trademarks, trade secrets, ideas, technical information, user interfaces, designs, and processes (collectively, "Intellectual Property") used within or in connection with SimpliRoute are property of the Company or its respective third party licensors. No license, assignment, lease, or sale of Intellectual Property has been offered to you. You agree not to use any of the Intellectual Property associated with SimpliRoute or Company, or derivatives thereof, including the name "SimpliRoute" or the SimpliRoute logo for any purpose other than those expressly permitted by these Terms. The Company reserves all rights in and to the Intellectual Property.
(b) In the course of using SimpliRoute, you may upload data, location information, text, photographs, videos, or other information to SimpliRoute (collectively "User Content"). You are solely responsible for any User Content you post.
(c) You hereby grant to SimpliRoute a worldwide, non-exclusive, royalty free, irrevocable license to use, reproduce, display, distribute, and sub-license your User Content or any derivatives thereof for the purposes of providing or improving SimpliRoute or the Company's offerings. The Company is under no obligation to credit you for User Content.
5. Limitation of Damages and Indemnification
(a) In no event will the Company or its shareholders, directors, officers, employees, or affiliates (collectively, "Affiliates") be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use SimpliRoute or any of its services or for any claim by any other party, even if the Company has been advised of the possibility of such damages. Without limiting the generality of the foregoing, in no event will the Company's total aggregate liability to you exceed the total sum of your payments to the Company during the 12 months immediately preceding any claim. You agree to use SimpliRoute solely at your own risk.
(b) The Company uses commercially reasonable efforts to make SimpliRoute available with the maximum amount of uptime possible. However, the Company shall not be held responsible for interruptions, delays, or stoppages in availability of any portion of SimpliRoute.
(c) You agree to indemnify and hold the Company, its subsidiaries, parents, and affiliates, and its and their owners, officers, agents, partners and employees, harmless from any loss, liability or claim, made by any third party due to or arising out of your breach of or failure to comply with these Terms, your use of SimpliRoute, and your violation of any statute, regulation, ordinance, code, or agreement.
6. No Warranties
(a) SimpliRoute is provided without any warranties of any kind, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, integration, accuracy, or quality. You acknowledge and agree that SimpliRoute may not meet your requirements or expectations, may not run properly or efficiently on your device, and may not be free of bugs or defects.
7. Dispute Resolution
(a) Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
(b) Notwithstanding the terms of this Section 7, each party retains the right to bring an individual action to seek injunctive or other relief in a court of competent jurisdiction relating to the infringement of Intellectual Property.
8. Additional Terms
(a) The Company may provide you with promotional, informational, or administrative messages regarding the Company or SimpliRoute via email or SMS/text message. You hereby expressly consent to receive such messages, and further consent that by typing your name when registering for SimpliRoute, that you have electronically signed your name agreeing to such.
(b) These Terms shall be governed by the laws of the United States and the State of Delaware, irrespective of any conflicts of laws.
(d) Neither party's failure or delay in exercising any right, power or privilege under these Terms shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege preclude the exercise of any other right hereunder.
(e) You may not assign these Terms without the express written permission of the Company. The Company may assign these Terms in the case of a merger, sale or reorganization of the Company or its assets.
(f) We welcome your feedback and questions. You may contact the company via email at firstname.lastname@example.org.