YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SERVICES IN ANY MANNER. If you accept or agree to these Terms and Conditions of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and Conditions of Use and, in such event, “you” and “your” will refer and apply to that company or other legal entity in addition to you.

 

Terms and Conditions of Use

Effective Date: 11/01/2019

The purpose of this terms of use agreement (“Terms of Use”) is to set forth the terms and conditions under which Route App Inc. and/or its affiliated companies (collectively, “Route”, “we”, “us” or “our”), make our Internet website (“Site”) and related software-as-a-service platform (“Platform”), as well as any products and services made available thereon, including but not limited to our shipping insurance policies and services (the “Route Policy”)(collectively, the Site, Platform, Route Policy, and other products and services made available through the Site and Platform, the “Services”) and the content and materials available on the Services (the “Content”) available to merchants (“you” or “your”) and the conditions under which such merchants may have access to and use such Services and Content.

Please read these Terms of Use carefully before using our Services or Content.
By accessing or using the Site and/or Services, clicking on a button or taking any other action to signify your acceptance of these Terms of Use, or completing our account registration process, you: (1) agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time through the Site; and (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Route.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” These Terms of Use include the provisions in this document, as well as those in the Route Privacy Policy.

Route may modify these Terms of Use at any time from time to time without prior notice and such modification shall be effective: (1) for Users who first use the Site affected by such modification after the posting, upon posting by Route on the Website or (2) for existing Users, thirty (30) days after posting by Route on the Website. If you do not agree to the modification, you must cease your use of the Website immediately and your only recourse is to cease using the Services.
See our current Privacy Policy for information and notices regarding our collection and use of personal information.

 

Use of Services and Content

Route develops and makes available to you applications designed to enhance your e-commerce platform. Our software applications are built as an add-on to your existing online storefront, offering value-added features. Through our software applications, you will be able to offer your customers the opportunity to add their shipments to the Route Policy (as described in the “Insurance” section below). Route provides software that allows your customers to file a notice of loss and to track the location of their shipments. Upon an election to protect their shipments under the Route Policy, your customers will receive a link to file such notices of loss and to track such shipments.

In order to access certain features of the Site and Services, you may be required to register an Account (as defined below) and become a Registered User. For the purposes of this Agreement, a “Registered User” is a User who has registered for any Account. When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the corporate member you represent) to access or use our Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify us of any unauthorized use of your user ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Route.

Except as otherwise indicated, our Services and Content, and all rights thereto, are the property of Route and/or our affiliated companies and are protected under U.S. copyright, trade secret, trademark and patent law as well as international treaty provisions, with all rights reserved. Route App and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Route App Inc. and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Subject to these Terms of Use, Route grants you a limited license to install and use the Services solely for the purpose of operating your online store. Any future release, update, or other addition to the Services and/or Content shall be subject to these Terms of Use. Route, its suppliers, and its service providers reserve all rights not granted in Terms of Use.

 

Restrictions on Use of the Services

Except as authorized herein or with our prior written approval, you are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party/parties any of our Services or any of the Content for any purpose. Systematic retrieval of data from any of our Services or the Content thereon to create or compile, directly or indirectly, a collection, compilation, database or directory, unless with our express written permission, is prohibited. You agree that you will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included on any of our Services or in the Content. Any attempt to do so is a violation of our rights, and if you breach this restriction, you may be subject to prosecution and damages. Finally, you are strictly prohibited from accessing and/or using the Services or any Content to develop, or have a third party develop, a product or service that is similar or competitive to the Services, including but not limited to any product or service that offers or makes available shipping insurance to its customers.

 

Additional Restrictions

At all times during the Term and thereafter for a period of twenty four (24) months, Partner will not for any reason, whether directly or indirectly, (i) solicit, recruit, or encourage any Route customer, employee, or consultant to reduce, alter, or terminate its relationship with Route or (ii) divert any potential Route customer away from Route.

During the Term and thereafter for a period of twenty four (24) months, Partner will not for any reason, whether directly or indirectly, participate in any manner with any person, firm, association, corporation, or other entity that competes with, or has been formed to pursue a business that would compete with, Route’s business within the geographic boundaries of the United States of America.

At all times during the Term and thereafter, neither Party will, whether directly or indirectly, make any disparaging, negative, or false or misleading statements with respect to the other Party. Notwithstanding the foregoing, nothing in this paragraph shall prohibit a Party from providing truthful information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that prior to providing such information, a Party shall provide prompt notice of such court order or requirement to the other Party to enable such Party to seek a protective order or otherwise prevent or restrict such disclosure.

 

Insurance

Through our Route Policy, we provide shipping insurance for your customers’ online purchases that are lost or damaged while in transit or “porch pirated” (“porch pirated” meaning the carrier reports the status as “delivered” but the parcel has been stolen from the delivery address and a police report has been filed). The Route Policy is a marine cargo insurance policy issued to Route by Certain Underwriters at Lloyd’s of London. The Route Policy is provided to Route through Roanoke Insurance Group Inc. Route will provide your customers with a summary of the Route Policy and instructions to file a notice of loss. Upon your agreement to these Terms of Use, the Route Platform and access to the Route Policy will be activated on your site. Upon addition of your billing information to your Account, the widget will go live on your site. Route reserves the right to change pricing at any time. If your customers opt in to the Route Policy, this charge will appear for such customers to review and verify at checkout. The Route Platform may, from time to time at Route’s sole discretion, test cost variances to identify the optimal conversion rate.

The Route Policy does not cover the following without a specific written amendment from Route: cash, cigarettes, and other tobacco products; computer memory modules and cards; cotton; fine art (defined as art valued in excess of $10,000 per piece); fresh foods (excepting frozen foods in refrigerated containers); jewelry valued in excess of $300 per piece; live animals; negotiable papers; perishable commodities (defined as commodities which spoil or deteriorate when not carried or stored in a temperature controlled environment); pharmaceutical drugs; precious stones and metals; securities; automobiles and motorcycles; bagged goods; boats and yachts; ceramic, marble or granite tiles; slabs blocks; countertops; statues; glass windows, plate glass and similar goods; lumber; used household goods and personal effects; scrap metal; and steel metal and steel metal products. If you sell any of the goods that fall under the categories outlined in this section, your customers are not eligible to use the Route Policy. By agreeing to these Terms of Use, you represent that you do not sell any such excluded goods.

All fees paid for the Services are non-refundable and non-transferable except as may be expressly provided in these Terms. You may cancel the Services at any time at no charge— simply uninstall the Services you no longer want to use, and Route will cease providing the Services to you.

 

Third-Party Services

Your use of the Route Services and/or Content may contain links to third-party services (“Third-Party Services”). When you use Third-Party Services, we will not warn you that you have left the Route Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Route. Route is not responsible for any Third-Party Services. Company provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

 

Intellectual Property

We own and retain all right, title, and interest in and our Services (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Services or otherwise use our Services in any way that violates the use restrictions contained in these Terms of Use. We do not grant you any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Services is considered our confidential and proprietary information (collectively “Confidential Information”).

You retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by you to Route in connection with its use our Services and (b) reports and other materials generated by our Services following such transmission (collectively, “Member Data”), provided, however, that you hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of your use of our Services solely for purposes of (x) maintaining and improving our Services and (y) providing you with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding your use of our Services compiled by us.

Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Route in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

You shall retain all right, title and interest in and to all of your logos, promotional graphics and related marketing designs (collectively, the “Member Art”), provided, however, that you hereby grant to us a permanent, worldwide, royalty-free, non-exclusive license to use the Member Art, as well as your corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing our products and services to third parties.

 

General Prohibitions

Your use of the Services is further subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any content or otherwise use our Services or interact with our Services in a manner that:

  1. Infringes or violates the intellectual property rights or any other rights of anyone else (including us);
  2. Violates any law or regulation, including any applicable export control laws;
    Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  3. Jeopardizes the security of your Route account or anyone else’s (such as allowing someone else to log in to our Services as you);
  4. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  5. Violates the security of any computer network, or cracks any passwords or security encryption codes;
  6. Runs Maillist, Listserv, any form of auto-responder or “spam” on our Services, or any processes that run or are activated while you are not logged into our
  7. Services, or that otherwise interfere with the proper working of our Services (including by placing an unreasonable load on our Services’ infrastructure);
  8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our Services or Content (through use of manual or automated means);
  9. Copies or stores any significant portion of the Content;
  10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our Services.

 

A violation of any of the foregoing is grounds for immediate termination of your right to use or access our Services.

 

Digital Millennium Copyright Act Notice

If you believe that your intellectual property rights have been violated by something on our Services, please contact our copyright agent as follows:

Route App, Inc
Attention: Copyright Agent
c/o Ballard Spahr, LLP
201 South Main Street, Suite 800
Salt Lake City, UT 84111

and provide the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of or a representative list of the work you believe has been infringed;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact you;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

Indemnification

You agree to indemnify and hold Route, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Route Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your misuse of the Services; (b) your violation of this Agreement; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations. Route reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Route in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.

 

Disclaimer of Warranty

YOUR USE OF ANY OF OUR SERVICES AND ANY OF THE CONTENT, INCLUDING BUT NOT LIMITED TO SERVICES, POLICY INFORMATION, GRAPHICS, TEXT AND HYPERLINKS OR REFERENCES TO OTHER WEBSITES, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SERVICES AND THE CONTENT. OUR SERVICES AND ALL CONTENT IS PROVIDED “AS IS”, “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SERVICES OR ANY OF THE CONTENT, NOR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT OR ANY OF THE INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE SERVICES OR CONTENT. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THE ABOVE DISCLAIMER OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE DOES APPLY TO YOU BUT DOES NOT LIMIT OUR LIABILITY FOR A VIOLATION OF A STATUTORILY IMPOSED DUTY.

 

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SERVICES OR ANY OF THE CONTENT, OR YOUR RELIANCE ON SUCH SERVICES AND/OR CONTENT, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH SUCH SERVICES AND/OR CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.

UNDER NO CIRCUMSTANCES WILL ROUTE BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO ROUTE BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF ROUTE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ROUTE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A ROUTE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.

 

Termination

At its sole discretion, Route may modify or discontinue the Services, or may modify, suspend, or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. Route will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to you if we have suspended or terminated your permission to use the Services. In addition to suspending or terminating your access to the Services, Route reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Route for any purchases will remain due.

 

International Users

Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Route intends to announce or promote the availability of such services or content in your country. Services are controlled and offered by Route from its facilities in the United States of America. Route makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.

 

Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Route and limits the manner in which you can seek relief from us.

You agree that any dispute or claim relating in any way to your access or use of the Services, to any products sold or distributed through the Services (including any Route Policy), or to any aspect of your relationship with Route, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Route may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH ROUTE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST ROUTE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST ROUTE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

 

Arbitration Rules and Forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Ballard Spahr, LLP 201 South Main Street, Suite 800, Salt Lake City, Utah 84111. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at jamsdr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Route will pay them for you. In addition, Route will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Route will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Route. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms of Use (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

YOU AND ROUTE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Route are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in this section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in the Exclusive Venue section below.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Ballard Spahr, 201 South Main Street, Suite 800, Salt Lake City, Utah 84111, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

 

Miscellaneous

The communications between you and Route use electronic means, whether you visit Services or send Route e-mails, or whether Route posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Route in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Route provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Route’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Route shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Route agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state courts located in Salt Lake City, Utah or federal courts located in the District of Utah.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Where Route requires that you provide an e-mail address, you are responsible for providing Route with your most current e-mail address. In the event that the last e-mail address you provided to Route is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Route’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Route at the following address: Route App, Inc c/o Ballard Spahr, LLP 201 South Main Street, Suite 800, Salt Lake City, Utah 84111. Such notice shall be deemed given when received by Route by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.​

If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Route is a registered business in Utah, USA.

*****

Apple Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, you acknowledge and agree to the following provisions with respect to your use of the iPhone, iPad or iPod Touch compatible version of the licensed mobile application (also called the “Licensed Application”).

This Licensed Application is an agreement between you and us. Apple Inc. (“Apple”) is not a party to these Terms and does not own and is not responsible for the Licensed Application. Apple is not providing any warranty for the Licensed Application, except if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Licensed Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Licensed Application, including, without limitation, any third party product liability claims, claims that the Licensed Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Licensed Application, including those pertaining to intellectual property rights, must be directed to us at the address provided in the ‘Contact Us’ section of the Licensed Application.

The license you have been granted herein is limited to a non-transferable license to use the Licensed Application on any iPhone, iPad or iPod Touch device that you own or control, as permitted by the usage rules set forth in the App Store℠ Terms of Service. In addition, you agree to comply with the terms of any third party agreement that is applicable to you when using the Licensed Application, such as your wireless data service agreement.

You hereby represent and warrant (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use agreement against you as a third party beneficiary thereof.

Apple, iPhone, iPad, and iPod Touch are trademarks of Apple Inc., registered in the U.S. and other countries. Apple Watch is a trademark of Apple Inc. App Store is a service mark of Apple Inc.

 

Alphabet (Google/Android) Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, you acknowledge and agree to the following provisions with respect to your use of the Android compatible version of the licensed mobile application (also called the “Licensed Application”).

This Licensed Application is an agreement between you and us. Alphabet Inc. (“Alphabet”) is not a party to these Terms and does not own and is not responsible for the Licensed Application. Alphabet is not providing any warranty for the Licensed Application, except if applicable, to refund the purchase price for it. Alphabet is not responsible for maintenance or other support services for the Licensed Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Licensed Application, including, without limitation, any third party product liability claims, claims that the Licensed Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Licensed Application, including those pertaining to intellectual property rights, must be directed to us at the address provided in the ‘Contact Us’ section of the Licensed Application.

The license you have been granted herein is non-exclusive, worldwide, and perpetual to perform, display, and use the Licensed Application on the device. In addition, you agree to comply with the terms of any third party agreement that is applicable to you when using the Licensed Application, such as your wireless data service agreement.

You hereby represent and warrant (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Alphabet and Alphabet’s subsidiaries are third party beneficiaries of these Terms and that, upon your acceptance of the terms and conditions of these Terms, Alphabet will have the right (and will be deemed to have accepted the right) to enforce these Terms you as a third party beneficiary thereof.

Alphabet, Google, Google Play, Android and other marks are trademarks of Alphabet Inc., registered in the U.S. and other countries.