Terms of Service

Statewide Florida Partners Marketplace — Specific Terms Take Priority

This section is a public scope summary, not a replacement for the documents each participant accepts. For the statewide Florida marketplace, the binding contract is the current Florida Merchant Marketplace Terms or Florida Driver Marketplace Agreement, together with the Florida Local Delivery Rules and Florida Cancellation and Payment Policy. If this page conflicts with one of those current Florida documents, the Florida document controls for that participant and job.

The statewide Florida marketplace accepts applications from business merchants and independent delivery businesses throughout Florida. Creating an account or applying does not promise approval, access, jobs, or delivery volume. Florida’s statewide delivery scope covers all 411 active incorporated cities. When paid operations are enabled, every pickup, stop, and dropoff must be inside an incorporated city boundary. Routella checks every point separately; a postal city name or ZIP does not prove eligibility. A route is blocked if any point is outside an incorporated Florida city or in an unincorporated county area. The separate 75-mile cap still applies. Routella, LLC, a Delaware limited liability company, operates the marketplace at routella.app. It does not operate a fleet, take custody of parcels, or perform the physical delivery.

Applications and profiles keep all nine modes: walking, pedal bicycle, lawful e-bike, lawful moped or motorized scooter, motorcycle, car, van, truck or other goods vehicle, and a lawful vehicle-and-trailer combination. Enabled paid work may use all nine modes. Routella does not impose its own weight ceiling on a truck or vehicle-and-trailer combination. Before every job, the driver remains responsible for confirming that the exact vehicle, combination, load, and route are lawful for every applicable licence or CDL and endorsement, registration, title and tax, inspection, operating authority, permit, delivery-use insurance, marking, dimension, weight, loading, securement, equipment, safety, and route rule. A vehicle or combination at 26,001 lb or more may trigger additional commercial duties, which remain the driver's responsibility. Listing a transport type is not a promise that it is lawful or ready.

Saved current vehicle declarations are used for Florida driver applications. Routine Routella vehicle-document review is not required for the nine current vehicle modes. Stripe identity and account checks remain separate. A future vehicle type or a genuine individual licensing, insurance, or vehicle-safety exception may require only the exact evidence, expiry fact, or strict human review needed for that affected mode. The Florida marketplace does not promise automated matching, an automatic backup driver, job volume, live GPS, customer tracking links, delivery photos, signatures, PIN proof, tips, manual payouts, or instant payouts. It uses simple status confirmations and Stripe-managed automatic bank payouts. Routella does not provide legal, tax, insurance, or accounting advice.

• The independent driver sells the delivery service to the merchant, chooses whether to accept each job, chooses the lawful method and route, supplies the vehicle and equipment, and is responsible for safely and lawfully completing work the driver accepts. The driver is not Routella, LLC's employee.
• The merchant supplies the parcel and recipient facts and is responsible for the goods, packing, description, weight, dimensions, quantity, pickup, recipient authority, lawful instructions, and accepting a lawful return when delivery cannot be completed.
• Routella, LLC supplies the marketplace, shows the request to the exact eligible driver the merchant selects, records acceptance and status, gives Stripe the agreed payment instructions as the driver's limited payment agent for the job, keeps the disclosed application fee, and remains responsible for its own marketplace, security, and payment acts.
• For each delivery the merchant selects exactly one currently eligible driver. Before publishing and before any card authorization, Routella shows the merchant that driver's public Stripe business name and statement descriptor and requires the merchant to freshly confirm that exact seller. Routella does not silently replace the seller. A changed driver requires a new disclosure, fresh confirmation, and a new card authorization for the replacement's connected account.
• After that driver accepts, the merchant payment is a direct charge on the driver's connected Stripe account. The driver is the seller and merchant of record for the delivery charge. The merchant pays the displayed Routella marketplace fee on top of the driver's offered proceeds. Routella driver views do not show the merchant fee or card total; Stripe may separately show provider ledger and charge facts in the connected-account Dashboard. Stripe applies its connected-account fees and executes the driver's automatic payout under the driver's Stripe agreement.
• For a Florida scheduled job accepted at least 24 hours before its start, an avoidable driver cancellation within 24 hours can move exactly 10% of the driver proceeds to a merchant service credit only when Routella already holds the full amount. The deduction does not create a debt; there is no partial deduction and Routella does not fund an unavailable amount. The non-cash, non-transferable credit can reduce only future Routella application fees and never the next driver's offer. A later full refund restores all credit used on that request; a partial refund restores the same proportion once. Every accepted-job cancellation requires a written explanation and a human Routella decision about any reliability-score effect. The score also uses merchant and recipient ratings, on-time pickup, on-time delivery against the route-based target saved at pickup, completed accepted jobs, and missed pickups. A 1 to 3 star delivery rating requires a named reason and short explanation and does not affect the score until a Routella team member decides to count it. Rejecting or ignoring an unaccepted request never lowers it.
• A merchant may authorize leave-at-door delivery once or as a future default and must accept responsibility for a recipient nonreceipt complaint when the driver follows the exact saved instruction. If the merchant cancels after pickup, the full approved card total is captured, the driver receives the full offered proceeds before Stripe fees, and the parcel must be safeguarded and returned unless another lawful written instruction applies.
• Florida application and privacy data includes the driver's full date of birth for age eligibility; the merchant business name, broad business type, merchant registration number, and business address where supplied or required for review; current vehicle declarations and readiness status; only for legacy records, a future vehicle mode, or a genuine individual exception, document references, expiry facts, and human-review outcomes; and the exact seller selection. With optional Marketing consent, only a fixed broad vehicle or business category and the saved Jacksonville or Tampa market may be used for a relevant Routella ad, as described in the Privacy Policy; declining that optional use does not affect marketplace access. Stripe-hosted onboarding separately collects the driver's identity, taxpayer, business, bank, document, payout, and financial-compliance details under Stripe's privacy terms. Google Maps Platform Routes API receives the pickup, stop, and destination waypoints as coordinates for route and distance proof, but the route request does not include participant names, contact details, cargo descriptions, or payment information.
• Florida law governs the statewide Florida marketplace, except where federal law applies, as the current Florida participant documents state. Those documents also contain the marketplace's cancellation, refund, dispute, responsibility, liability, ending-access, and support rules.

1. Definitions

For the general SaaS product only, the following words have the meanings set out below. Other capitalized terms are defined where they first appear. The separate Florida scope above and the accepted Florida participant documents control for the Florida Partners marketplace.

• For Sections 1–28, "Routella," "we," "us," and "our" mean Routella, LLC, a Delaware limited liability company with the public business address 131 Continental Dr, Suite 305, Newark, DE 19713, United States. Routella, LLC operates the general SaaS product and the Routella Partners marketplace at routella.app; the accepted local Partners documents control the marketplace scope they cover.
• "Service" means the Routella software-as-a-service platform, including the web dashboard, public delivery-tracking pages, driver views, APIs, mobile-responsive interfaces, documentation, and all related features such as order management, route optimization, driver coordination, customer notifications, cash-on-delivery (COD) record-keeping, and analytics.
• "You," "your," "Customer," and "Merchant" mean the business (or, if you have no business, the individual) that registers for or uses the Service, and any individual who accepts these Terms on that business's behalf.
• "End Customer" means a person who places an order with, or receives a delivery, notification, or tracking link from, the Merchant — i.e., the Merchant's own customer, not Routella's customer.
• "Driver" means a delivery person the Merchant adds to, manages in, or dispatches through the Service. Drivers are the Merchant's own employees or independent contractors, not Routella's.
• "Customer Data" means all data the Merchant or its users, Drivers, or integrations submit to or generate in the Service, including End Customer names, addresses, phone numbers, order contents, geolocation, Driver records, COD figures, and proof-of-delivery records.
• "Integration" means a third-party platform (such as Shopify, WooCommerce, Wix, Wolt, or others) that the Merchant connects to the Service to import orders or write back fulfillment data.
• "Sub-processor" means a third-party service Routella uses to help provide the Service (for example, hosting, database, messaging, and mapping providers), as listed in our DPA and Privacy Policy.
• "Documentation" means the Privacy Policy, the DPA, the Acceptable Use Policy, and the help and pricing pages published at routella.app, each as updated from time to time.
• "Order" means a subscription, plan, trial, or prepaid pack the Merchant purchases for the Service.

2. Acceptance of Terms; Eligibility and Authority

By creating an account, clicking a box or button indicating acceptance, or accessing or using the Service, you agree to be bound by these Terms and the Documentation. If you do not agree, you may not access or use the Service.

These Terms form a binding contract whether you accept by ticking a checkbox, by signing in, or by continued use after notice of the Terms. Where you accept by an on-screen action, that electronic acceptance has the same effect as a handwritten signature.

• Age. You must be at least 18 years old (or the age of legal majority in your jurisdiction, if higher) to use the Service. The Service is a business tool and is not directed to children.
• Authority to bind. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity, in which case "you," "Customer," and "Merchant" refer to that entity, and that entity is the party contracting with us.
• Capacity. You represent that you have the legal capacity to enter into a binding contract and that the information you provide at sign-up is accurate, current, and complete.
• Business use. The Service is intended for businesses that run their own deliveries and drivers. Routella does not guarantee suitability for any particular individual or non-business use.

3. Description of the Service — Software Only; Not a Carrier, Payment Processor, or Money Transmitter

Routella is software that helps businesses organize, optimize, dispatch, and track their own deliveries. The Service includes order management, route optimization, Driver coordination, customer notifications, public tracking pages, a bookkeeping ledger for cash-on-delivery (COD) and Driver settlements, and analytics. Route outputs, estimated times of arrival (ETAs), distances, and geocoded locations are estimates derived in part from third-party data; they are not guarantees.

The following clarifications are important and define the boundaries of what Routella does. They survive termination of these Terms.

• Not a carrier. Routella is not a carrier, common carrier, courier, freight broker, motor carrier, or delivery, logistics, or transportation service. Routella does not transport, handle, store, take possession of, or insure any goods. The Merchant and its Drivers perform the physical deliveries and are solely responsible for them, including vehicle operation, insurance, licensing, road safety, Driver conduct, and labor-law and contractor-status compliance.
• Not a payment processor or money transmitter. Routella is not a bank, money transmitter, money services business, payment processor, payment institution, escrow agent, insurer, or financial-services provider. Routella never receives, holds, controls, transmits, settles, or disburses any End Customer funds.
• COD is a ledger, not money movement. Where the Service records cash-on-delivery, COD cash is collected directly by the Merchant or the Merchant's Drivers, for the Merchant's own account, and never passes through, is held by, or is controlled by Routella. COD totals, balances, settlements, and reconciliations shown in the Service are Merchant-entered or Merchant-derived records provided for convenience. Routella does not verify them, and they are not a financial statement, an account balance held by Routella, or a guaranteed or insured sum. The Merchant is solely responsible for cash handling, custody, collection, accuracy, accounting, settlement, and tax treatment of all COD amounts.
• Not a party to your transactions. Routella is not a party to any sale, contract, delivery, or other transaction between the Merchant and its End Customers, Drivers, or recipients, and is not responsible for the underlying goods, their quality, delivery, non-delivery, loss, damage, theft, or any dispute among those parties.
• No professional advice. The Service and any figures, reports, or outputs it produces do not constitute legal, financial, accounting, tax, or compliance advice. You are responsible for obtaining your own advice and for any licenses, permits, or registrations your business requires.

4. Accounts and Account Security

• You must provide accurate, current, and complete information when creating and maintaining your account, and keep it up to date.
• You are responsible for safeguarding your account credentials (including passwords and one-time login codes) and for all activity that occurs under your account, whether or not authorized by you.
• You must notify us promptly at support@routella.app of any unauthorized use of, or any security incident affecting, your account.
• You are responsible for the acts and omissions of your users, staff, and Drivers who access the Service through your account, as if they were your own.
• We may require identity or business verification (including platform registration steps for messaging) and may refuse, suspend, or close accounts where verification fails or where we reasonably suspect fraud, abuse, or unlawful use.

5. Acceptable Use

You agree to use the Service only for lawful business purposes and in compliance with these Terms, the Documentation, and all applicable laws. Our Acceptable Use Policy is incorporated into these Terms by reference. Without limiting it, you agree not to:

• Use the Service for any unlawful, infringing, fraudulent, abusive, defamatory, deceptive, or harmful purpose, or in violation of any applicable law or third-party right.
• Send, or use the Service to enable, unsolicited messages, spam, or any communication to recipients who have not given the consent required by law, or who have opted out (see Section 6).
• Upload or transmit malicious code, viruses, or harmful data, or attempt to gain unauthorized access to the Service, other accounts, or our or our Sub-processors' infrastructure.
• Probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, without our prior written authorization.
• Reverse-engineer, decompile, disassemble, scrape, or attempt to derive the source code or underlying algorithms of the Service, except to the extent this restriction is prohibited by applicable law.
• Interfere with, disrupt, or impose an unreasonable load on the Service or the servers or networks connected to it.
• Resell, sublicense, rent, lease, or otherwise make the Service available to third parties as a service bureau, except as expressly permitted in writing by us.
• Use the Service to process data relating to children or other protected categories without a valid lawful basis, or to upload Customer Data you do not have the right to provide (see Section 11).

6. Customer Communications and Consent — Merchant as Sender

The Service lets the Merchant send order and delivery updates to the Merchant's own End Customers by SMS, WhatsApp, and email. For all such messages, the Merchant is the sender and originator of the message, and Routella acts only as a technical conduit transmitting the message on the Merchant's instructions. Nothing in these Terms makes Routella the sender of, or responsible for obtaining consent for, the Merchant's communications, and nothing creates an agency, partnership, or joint-controller relationship that would make Routella the originator of the Merchant's messages.

This Section reflects how the Service actually works and is a key allocation of responsibility. It survives termination.

• Sole responsibility for consent. The Merchant is solely responsible for obtaining and maintaining all consents, opt-ins, permissions, and notices required by law before any message is sent through the Service, for every recipient and every message. Consent must be valid for the specific sender and the specific type or campaign of message, must not be transferred or reused for an unrelated purpose, and must be documented.
• Applicable laws. The Merchant represents and warrants that it complies with all laws and rules applicable to its messaging, including (as applicable) the U.S. Telephone Consumer Protection Act (TCPA), CTIA guidelines and 10DLC/toll-free registration requirements, Canada's Anti-Spam Legislation (CASL), the EU/UK GDPR and ePrivacy/PECR rules, the WhatsApp Business Messaging Policy and Meta business terms, carrier rules, and the laws of each recipient's jurisdiction.
• Permitted content. The Merchant will send only messages permitted by those rules and will not send content prohibited by carriers, by the WhatsApp Business Messaging Policy, or by law (including, where applicable, content relating to sex, hate, alcohol, firearms, tobacco, drugs, gambling, high-interest lending, multi-level marketing, and other restricted categories).
• Opt-outs. The Merchant will honor opt-out and revocation requests promptly and by any reasonable method, and will not re-message recipients who have opted out. Routella also processes recognized opt-out keywords (such as STOP) and, for shared SMS sending, applies opt-outs across the platform; the Merchant remains responsible for honoring opt-outs in its own data and templates.
• Sender identity and disclosures. The Merchant will ensure messages identify the actual sender and, where required, include opt-out and contact information; the Merchant will maintain a published privacy policy where any platform (such as WhatsApp) requires one.
• Proof of consent. On Routella's reasonable request, the Merchant will provide, within five (5) business days, evidence of consent for any recipient (including when, how, and with what disclosure consent was obtained). Failure to provide it is a breach of these Terms and grounds for suspension.
• Routella's rights. Routella may throttle, suspend, block, or disable messaging or the account immediately, without the cure period in Section 17, where it reasonably suspects non-consensual messaging, abuse, high complaint or opt-out rates, carrier or platform complaints, or violation of law or this Section.
• Penalty exposure. The Merchant acknowledges that messaging-law violations can carry significant penalties (for example, statutory damages under the TCPA, large fines under CASL and GDPR, and account termination by WhatsApp/Meta) and that, under Section 16, the Merchant indemnifies Routella for claims arising from the Merchant's messaging.

7. Third-Party Integrations and Services

The Service connects to and relies on third-party platforms and Sub-processors. Routella does not control these third parties and is not responsible for their availability, accuracy, changes, suspension, or acts or omissions.

• Merchant-connected platforms. When the Merchant connects an Integration (such as Shopify, WooCommerce, Wix, or Wolt), the Merchant's use of that platform is governed by that platform's own terms. The Merchant is responsible for the data it imports, the credentials it provides, and its compliance with each connected platform's terms. Routella acts on the Merchant's instructions and is not liable for upstream platform changes, outages, policy enforcement, or revoked access (for example, OAuth revocation or template rejection).
• Sub-processors. Routella uses Sub-processors to help deliver the Service — for example, hosting, database, SMS, WhatsApp, email, payments/subscriptions, route optimization, geocoding, and map-tile providers. The current Sub-processor list, with purpose and (where relevant) region, is published in our DPA and Privacy Policy. By using the Service, the Merchant authorizes these Sub-processors, subject to the change-notice and objection process in the DPA.
• Estimates from third parties. Routing, ETAs, distances, geocoded locations, and map data are derived in whole or in part from third-party services and are estimates only, provided without warranty of accuracy.
• Third-party terms prevail for third-party services. Your use of any third-party service is between you and that third party. Routella disclaims responsibility for the independent practices, terms, and outages of third parties, while still listing those that receive personal data as recipients in the Documentation.

8. Subscriptions, Billing, Refunds, Taxes, Free Plan, and Trials

Some features are available on a free plan; others require a paid subscription or the purchase of prepaid packs. Current plans, prices, included allowances, and pack terms are described on our pricing page, which is part of the Documentation and may change as set out in Section 18.

Routella does not itself process payment cards or store full card details. Subscription and pack payments are charged and collected by our third-party billing providers.

• Plans. The current subscription tiers are Free, Growth, and Pro. We may add, rename, retire, or re-tier plans over time; the pricing page reflects the then-current offering.
• Payment providers. Card payments are processed by Shopify Billing for merchants who subscribe through the Shopify channel, and by Stripe for direct (non-Shopify) sign-ups. These providers, not Routella, process your card. You agree to the applicable provider's terms when you subscribe.
• Auto-renewal. Paid subscriptions renew automatically for successive billing periods at the then-current price unless cancelled before the renewal date, through your account settings or the relevant provider. You authorize recurring charges until you cancel.
• Currency and price changes. Fees are billed in the currency shown at checkout (currently USD). We may change prices on a going-forward basis with at least thirty (30) days' advance notice by email or in-app notice; the change takes effect at your next renewal, and continued use after that constitutes acceptance of the new price.
• Prepaid packs. Prepaid packs (for example, messaging or smart-routing credits) are one-time, non-refundable purchases by default. Pack balances are consumable credits, do not expire unless stated, cannot be exchanged for cash, and are not transferable.
• Refunds. Except where required by law or expressly stated otherwise, fees are non-refundable. Refund requests for subscriptions are handled case by case; contact us at support@routella.app.
• Taxes. Except for taxes the payment provider is responsible for (such as VAT/sales tax handled by the Merchant of Record), you are responsible for all taxes, duties, and levies associated with your purchase, excluding taxes on Routella's net income.
• Free plan. The free plan is provided as is, may have feature or usage limits, and may be changed, limited, or discontinued at any time.
• Trials. Where a free trial is offered (for example, a 14-day trial), the trial converts to a paid subscription at the end of the trial period unless you cancel before it ends. Trial features are provided as is and without warranty.
• Non-payment. We may suspend or downgrade access for non-payment, failed charges, or chargebacks, subject to applicable law.

9. Intellectual Property and License to Use the Service

• Ownership. Routella, LLC and its licensors own all right, title, and interest in and to the Service, including its software, code, design, user interface, route-optimization and dispatch logic, features, trademarks, and branding, and all related intellectual property. These Terms grant no rights except as expressly stated.
• License to you. Subject to these Terms and your payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes during the term of your subscription.
• Restrictions. You may not copy, modify, distribute, sell, sublicense, create derivative works from, reverse-engineer, or remove proprietary notices from the Service, except as expressly permitted by these Terms or required by applicable law.
• Feedback. If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you.

10. Customer Data — Ownership and Limited Processing License

As between you and Routella, you own your Customer Data. Routella claims no ownership of it. Your and Routella's respective data-protection roles and obligations for personal data within Customer Data are set out in our DPA, which generally treats the Merchant as the data controller and Routella as the processor for End Customer and Driver data.

• Processing license. You grant Routella a worldwide, non-exclusive license to host, store, copy, transmit, process, and display Customer Data, and to share it with Sub-processors and connected platforms as you direct, solely to provide, secure, support, and maintain the Service and as permitted by the DPA and Privacy Policy.
• Aggregated and de-identified data. You grant Routella a perpetual right to create and use aggregated and de-identified data that does not identify you or any individual, to operate, secure, analyze, benchmark, and improve the Service. Such data is not Customer Data and is not personal data once truly de-identified.
• Machine translation. The Service may use an AI model to translate interface text, message templates, and private participant delivery messages, including a merchant-driver delivery or issue conversation shown through WhatsApp and the recipient chat described here. If a merchant turns on recipient updates for a delivery, the merchant, assigned driver, and exact recipient may use the account-bound delivery chat for practical coordination; each stop remains separate and participant phone numbers are not shown. Routella stores the recipient-chat original and English, Spanish, and Hebrew copies, but an automated translation can contain inaccuracies. Participants must check important delivery instructions and must not place card, bank, identity-document, or unrelated contact details in chat. A chat message does not change a delivery assignment, price, payment, refund, rating, or legal decision by itself.
• Your responsibility for Customer Data. You are responsible for the accuracy, quality, legality, and your right to use the Customer Data you submit, and for having the lawful basis, notices, and consents required to upload End Customer and Driver data (including Driver location, license, and contract data) into the Service.

11. Customer Warranties Regarding Data and Drivers

• Right to provide data. You represent and warrant that you have all rights, lawful bases, notices, and consents required to provide Customer Data to Routella and to instruct Routella to process it, and that doing so does not violate any law or third-party right.
• Driver and End Customer data. You are the controller of your Driver and End Customer personal data, you have informed those individuals as required (including, for Drivers, that their location is tracked only during active delivery rounds), and you will respond to data-subject requests from your own End Customers and Drivers as set out in the Privacy Policy and DPA.
• No unlawful instructions. You will not instruct Routella to process data in a way that violates applicable data-protection law; Routella may decline or suspend processing that it reasonably believes is unlawful.

12. Confidentiality

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential ("Confidential Information"), including Routella's non-public technical, security, and pricing information and the Customer's non-public business and Customer Data.

The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need it and are bound by confidentiality. This does not apply to information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party, and does not prevent disclosure required by law (with notice where lawful). Confidentiality obligations survive termination.

13. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUTS (INCLUDING ROUTES, ETAs, DISTANCES, GEOCODED LOCATIONS, OPTIMIZATION RESULTS, NOTIFICATIONS, AND LEDGER FIGURES) ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROUTELLA DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

ROUTELLA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT ROUTE OPTIMIZATION, ETAs, GEOCODING, DRIVER LOCATION, OR OTHER OUTPUTS WILL BE ACCURATE OR COMPLETE; OR THAT NOTIFICATIONS WILL BE DELIVERED. THERE IS NO GUARANTEED UPTIME, AVAILABILITY, OR SERVICE LEVEL UNLESS SEPARATELY AGREED IN A WRITTEN ORDER SIGNED BY ROUTELLA.

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you. Nothing in this Section limits any non-excludable statutory rights you may have under mandatory consumer-protection law.

14. Service Availability and Beta Features

• No SLA by default. No uptime guarantee or service-level commitment applies unless agreed in a separate written order. We may modify, suspend, or discontinue any feature of the Service at any time, with notice where reasonably practicable.
• Maintenance. We may perform scheduled or emergency maintenance, which may temporarily interrupt the Service.
• Beta features. Features labeled beta, preview, early access, or experimental (which may include smart routing, the deliveries marketplace, or similar) are provided "as is," without warranty, may be changed or withdrawn at any time, and may not be as reliable as generally available features.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ROUTELLA FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100). This cap applies in the aggregate across all claims and is mutual.

Without limiting the above, this Section applies to claims arising from COD discrepancies, lost or stolen cash, Driver conduct, failed or late deliveries, goods in transit, inaccurate routes or ETAs, and undelivered notifications.

Exceptions. The exclusions and cap above do not apply to: (a) your payment obligations; (b) your indemnification obligations under Section 16; (c) either party's liability for gross negligence, willful misconduct, or fraud; or (d) any liability that cannot be excluded or limited under applicable law (such as liability for death or personal injury caused by negligence). The allocation of risk in this Section is a fundamental basis of the bargain between the parties.

16. Indemnification by the Customer

You agree to defend, indemnify, and hold harmless Routella, LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, action, regulatory proceeding, fine, penalty, settlement, damage, loss, and cost (including reasonable legal fees) arising out of or relating to:

• your use of the Service in violation of these Terms, the Documentation, or applicable law;
• your Customer Data, content, or End Customer or Driver data, including any claim that you lacked the right or lawful basis to provide or process it;
• your communications to your End Customers, including any lack of or defective consent, failure to honor opt-outs, content, or violation of any messaging, anti-spam, telecom, or platform rule (including the TCPA, CTIA, CASL, GDPR/ePrivacy, and the WhatsApp Business Messaging Policy);
• your COD handling, cash collection, Drivers, deliveries, goods, or any required licenses, permits, or tax obligations; and
• your breach of these Terms or your negligence or willful misconduct.
• We will give you reasonable notice of the claim, allow you to control the defense (with our right to participate with our own counsel), and provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes any obligation or admission on Routella without our prior written consent. This Section survives termination.

17. Suspension, Termination, and Data Export

• Termination by you. You may stop using and terminate your account at any time through your account settings or by contacting support@routella.app. Termination does not entitle you to a refund except as stated in Section 8 or required by law.
• Termination by us. We may terminate or suspend your access for uncured material breach (after providing notice and a 30-day cure period, where the breach is curable), for non-payment, for violation of the Acceptable Use Policy or Section 6, on your insolvency or bankruptcy, or where required by law.
• Immediate suspension. We may suspend or disable access immediately, without the cure period above, to protect the Service, other users, our Sub-processors, or third parties — for example, in response to a security threat, suspected fraud, legal requirement, or suspected non-consensual or abusive messaging.
• Effect of termination. On termination, your right to use the Service ends. The provisions that by their nature should survive (including Sections 3, 6, 9–16, 18–28) survive termination.
• Data export and deletion. For thirty (30) days after termination, you may request export of your Customer Data using the Service's export tools (or by contacting us). After that window, we may delete Customer Data in the ordinary course, subject to the retention and deletion terms of the DPA and Privacy Policy and any legal retention requirements (residual copies in routine encrypted backups age out on the normal rotation cycle).

18. Modifications to the Terms and the Service

We may update these Terms and the Documentation from time to time. For material changes, we will give notice by email or in-app notice at least thirty (30) days before they take effect, and we will update the "Last updated" date and version. For material changes, we may also ask you to accept the updated Terms before continuing to use the Service.

If you do not agree to the updated Terms, your remedy is to stop using and cancel the Service before the changes take effect. Continued use after the effective date constitutes acceptance of the updated Terms. We will not apply material changes retroactively to a dispute that has already arisen. Nothing in this Section overrides mandatory protections that apply to you under the Standard Contracts Law or other non-waivable law.

19. Force Majeure

Except for payment obligations, neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, labor disputes, internet, telecommunications, carrier, or cloud-provider outages, and the failure, outage, or change of any third-party platform or Sub-processor the Service depends on (such as WhatsApp/WAHA, Infobip SMS, Resend email, mapping, geocoding, routing, hosting, or database providers). The affected party will use reasonable efforts to resume performance.

20. Export Controls and Sanctions

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions; that you are not identified on any sanctions or denied-/restricted-party list maintained by an authority that applies to you, Routella, or the transaction; and that you will not use, export, or re-export the Service in violation of any applicable export-control or sanctions law. We may suspend or terminate access if these representations cease to be true or if applicable lists change.

21. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state courts located in New Castle County, Delaware, and the United States District Court for the District of Delaware, for any dispute arising out of or relating to these Terms or the Service.

Mandatory rights preserved. Nothing in this Section deprives you of any non-waivable consumer-protection, data-protection, small-business, or other mandatory right that applies to you. If applicable law does not allow a provision or forum choice, that provision is limited or modified only to the minimum extent necessary and the rest of these Terms remains effective.

22. Dispute Resolution; Informal Resolution; Time to Bring Claims

• Informal resolution first. Before starting any formal proceeding, you agree to first contact us at support@routella.app with a written description of the dispute, and to attempt to resolve it informally and in good faith for at least thirty (30) days. We will do the same for any claim we have against you.
• Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the event giving rise to it; otherwise the claim is permanently barred. This does not shorten any statutory period that cannot be shortened by agreement.
• Prevailing party. To the extent permitted by law, the prevailing party in a dispute may recover its reasonable legal fees and costs.

23. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without our prior written consent; any attempted assignment in violation of this Section is void. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of our assets. These Terms bind and benefit the parties and their permitted successors and assigns.

24. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be limited or modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, severed, and the remaining provisions will remain in full force and effect.

25. No Waiver

No failure or delay by either party in exercising any right under these Terms is a waiver of that right or any other right. A waiver is effective only if in writing and signed by the waiving party, and a waiver of one breach does not waive any future or other breach.

26. Entire Agreement

These Terms, together with the Privacy Policy, the DPA, the Acceptable Use Policy, and any written order you enter into with us, constitute the entire agreement between you and Routella regarding the Service and supersede all prior or contemporaneous discussions, proposals, representations, and understandings. You confirm that you have not relied on any statement or representation not set out in these Terms or the Documentation. In the event of a conflict, a signed written order prevails over these Terms for the affected subject matter, the DPA prevails on data-protection matters, and any incorporated Standard Contractual Clauses prevail over the DPA on international-transfer matters.

27. Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between them. Routella is not appointed as your agent to collect funds or to perform deliveries, and neither party may bind the other.

28. Notices and Contact

We may give notices to you by email to your account email, by in-app notice, or by posting on routella.app. You may give legal notices to Routella, LLC at support@routella.app or, where a postal address is required, at 131 Continental Dr, Suite 305, Newark, DE 19713, United States.

For questions about these Terms, contact support@routella.app or the Routella business line at +44 7756 988088.