Routegy Services Agreement

THIS ROUTEGY SERVICES AGREEMENT (the “Agreement”) is a legal agreement by and between Routegy, Inc. with its principal offices in Seattle, Washington (“Routegy”), and the party identified on the order form or similar document and entering into this Agreement for the use of the Service (“Client”) on the date initially agreed to by Client (the “Effective Date”). By clicking “I AGREE”, Client acknowledges that it has read and accepts the terms and conditions of this Agreement in its entirety. IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM “CLIENT” INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF. In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. SCOPE OF AGREEMENT. Routegy offers a service and tools that allow Client’s customers, users, and employees (“Customers”) to provide feedback, report issues, submit requests, make purchases, and generally communicate in Client’s physical and virtual spaces, and to present information to Customers on and through Routegy applications, websites, and platforms, and also offers certain ancillary applications, analytics, documentation, and services to Client all as more particularly addressed in the order form (the “Service”), and Routegy desires to make such Service available to Client.
2. DESCRIPTION OF SERVICES
   1. Service. Subject to the terms and conditions contained in this Agreement, Routegy agrees to use commercially reasonable efforts to furnish the Service to Client as well as any other ancillary services, if any, expressly described on an order form or similar document agreed to by the parties and incorporated herein (“Order Form”).
   2. Availability of Service. Routegy will use commercially reasonable efforts to make the Service available to Client in accordance with that specified on the Order Form or Routegy’s standard Service documentation. Routegy will make good faith efforts to perform service and maintenance to the Service outside peak usage hours. Client acknowledges that availability of the Service may be affected by: (i) telecommunication network activity or capacity; (ii) hardware failures; and/or (iii) compatibility with third party communication equipment, Internet access software, and/or browsers not in accordance with the Service requirements. Routegy disclaims any and all responsibility for any service interruption in connection with such activity, capacity, failure, and/or compatibility. Client is responsible for providing all equipment and telecommunication services necessary to access the Service.
   3. Modifications to Service. Routegy reserves the right to change the Service (including the content, appearance, design, functionality, and all other aspects thereof), access procedures, tools, documentation, format requirements, communications protocols, and services offered at any time for any reason without prior written notice to Client; provided, however, such changes to the Services will not materially degrade the performance, availability, or security of the Services during the period for which Client has ordered the Services.
   4. Customer Service, Training, and Technical Support. Routegy will provide Client with customer support and maintenance for the Service in accordance with the terms specified on the Order Form or Routegy’s standard service documentation.
   5. Right to Remove. Routegy has the right in its sole discretion to remove or block any text, images, artwork, technology, and other content, data, information, materials, and other items provided or made available to Routegy or on the Service by Client or its users (“Client Materials”) at any time where (a) such Client Materials violate applicable laws, regulations, orders, or is in violation of Routegy’s applicable policies and procedures; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Service, Routegy, or any third party; or (c) in order to respond to law enforcement or any other governmental authority.
   6. Additional Services. In the event that Client desires to procure custom or professional services from Routegy, the parties will enter into a mutually agreed professional services agreement or custom statement of work to reflect such additional services.
3. CLIENT RESPONSIBILITIES
   1. Passwords. Client acknowledges that use of the Service requires that it register with Routegy. Client shall cause all Customers that Client authorize to access the Service pursuant to Client’s account to create an account to have access to the Service (“Registered Users”). Client shall cause each Registered User to (a) provide true, accurate, current, and complete information about the Customer ("Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Routegy has the right to suspend or terminate any Registered User account and refuse any and all current or future use of the Service to anyone that provides false or inaccurate data. Each Registered User is entirely responsible for the security and confidentiality of such Customer’s password and account. Client and each Registered User are entirely responsible for any and all activities that occur under that Registered User’s account. Client shall immediately notify Routegy of any unauthorized use of a Registered User’s account or any other breach of security of which Client becomes aware.
   2. Accuracy and Review of Client Material. Client assumes sole responsibility for: (a) the Client Materials; and (b) ensuring that the Client Materials do not infringe or violate any right of any third party.
   3. Compliance With Routegy Policies. Client will at all times comply with Routegy’s posted policies.
4. DATA BACKUP. Routegy disclaims any and all responsibility for any loss of any Client Materials, data, or results from the Service. Routegy is not responsible for the backup of any Client Materials, data, or results. To the extent within its control, Client is responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. Client is also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data. In the event of termination or expiration of this Agreement or disconnection of the Service, Routegy may delete or store, in its discretion, any files, programs, data, or messages associated with Client’s account; provided that anything stored will continue to be protected under the applicable confidentiality obligations under this Agreement.
5. LICENSE GRANTS
   1. Routegy’s Grant of License. Routegy grants Registered Users of Client a limited, royalty-free, worldwide, non-exclusive, non-transferable license to use, access, input data into, process data through, and publicly display the Service for Client’s internal use. Client (or a Registered User) may not use, copy, modify, rent, loan, lease, sublicense, create derivative works, or distribute the Service for any other purposes or make the Service available to non-Registered Users. Routegy grants no rights other than explicitly granted herein. Client will not, and will not authorize Registered Users to: (i) sell, resell, lease, lend, or the functional equivalent thereof, the Service in whole or in part, to a third party, (ii) in any way alter, change, modify, adapt, translate, or make derivative works of the Service, (iii) transmit any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information, or (iv) sublicense or operate the Service for timesharing, rental, outsourcing, or service bureau operations, or to train persons other than Registered Users. Routegy reserves all rights not expressly granted to Client hereunder. All techniques, know-how, software, algorithms and methods, or rights thereto owned by Routegy at the time this Agreement is executed, developed during the course of the design, development, and provision of the Service, or which are employed by Routegy in connection with the Service, shall be and remain the property of Routegy or its licensors. Client shall not decompile, disassemble, or reverse engineer the Service or any elements of the Service, or otherwise derive source or object code from the Service or any elements thereof. Client agrees not to access the Service by any means other than through the interfaces that are provided by Routegy. Client shall ensure that all access and use of the Service by Registered Users is in accordance with the terms and conditions of this Agreement, including but not limited to those Registered Users that are contractors and agents. Any action or breach by any of such contractors, agents or Affiliates shall be deemed an action or breach by Client.
   2. Client's Grant of License. Client hereby grants to Routegy a worldwide, non-exclusive, royalty-free, license to use, distribute, reproduce, publicly perform, publicly display, digitally perform, make, have made, store, maintain, and import all Client Materials for the purposes of providing and operating the Service. The license may also be exercised on behalf of Routegy by third parties acting on Routegy’s behalf (e.g., technology partners, service providers, and independent contractors) to the extent necessary to perform the Services.
   3. Feedback. Routegy shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client relating to the operation of the Service.
   4. White Labeling of Service. Client will have the right to promote and offer the Service on a “white label” or rebranded basis (“White Label Service”). In the event that Client desires a White Label Service, the parties will mutually agree as to how Routegy will be credited on such White Label Service, e.g. “powered by,” which Customer facing policies will be applied, how Routegy third party obligations will be passed through, how fees will be assessed, how to preserve Routegy’s intellectual property, and other similar issues.
6. OWNERSHIP. As between Routegy and Client, Routegy (or its licensors) is the sole and exclusive owner, and will retain all right, title, and interest in and to the Service, including without limitation all of the software comprising any portion thereof and all related services, specifications, documentation, technical information, corrections, modifications, additions, improvements and enhancements to, and all intellectual property rights in the foregoing. As between Routegy and Client, the Client Materials, any personal information collected by Client from Customers through the Service, and any projects completed or feedback received by Client from Customers using Routegy shall be and remain the sole and exclusive property of Client. As between Routegy and Client, all data analytics and anonymized or aggregated data generated from Client’s use of the Service shall be the sole and exclusive property of Routegy. Routegy shall have the right to use, create derivative works of, distribute, and otherwise exploit all such data analytics and anonymous or aggregate usage data derived from Client Materials or Client’s use of the Services (“Usage Data”).
7. PAYMENTS
   1. Fees. During the term of this Agreement, Client will pay Routegy the fees at the rates set forth on the Order Form or, if the parties have not agreed to an Order Form, those fees set forth for the corresponding Service on the Routegy website (the “Fees”). Routegy may increase the Fees at any time upon thirty (30) days prior written notice. Client shall pay Routegy the Fees in U.S. funds monthly in advance via credit card or other mutually agreed process. If the Service automatically renews, Client authorizes the payment of Fees without any further notice or consent. If Client fails to pay those Fees not subject to a good faith dispute within thirty (30) days of receipt of an invoice, Client’s credit card is rejected, or Routegy otherwise does not receive payment, Routegy may, in its sole discretion, suspend the Service.
   2. Taxes. Client shall pay or reimburse Routegy for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed specifically by reason of the performance by Routegy under this Agreement; excluding, however, taxes measured by Routegy’s profits, its overall sales, employment and similar taxes incurred in connection with persons performing services for Routegy, and property or other taxes measured by the value of Routegy’s assets.
8. TERM AND TERMINATION
   1. Term. The initial term of this Agreement shall be for a period of one (1) month following the Effective Date. Thereafter, this Agreement shall automatically renew for additional one (1) month periods unless terminated by written notice (email or other electronic notice is sufficient) by a party at least thirty (30) days before the expiration of the then current term.
   2. Suspension for Cause. Routegy may suspend Client’s access to the Service upon written notice in the event that Client violates the license described in Section 5.1, Client fails to pay any amount when due, Client breaches Section 9, or where Routegy believes such action is necessary to protect the security or integrity of the Service or any data thereon.
   3. Termination for Cause. Except as otherwise provided for herein, either party may terminate this Agreement (a) upon the material breach of the other party, provided that the breaching party shall have seven (7) days to cure such breach following written notice unless the breach by its nature takes longer than seven (7) days to cure in which case the breaching party shall not be in breach so long as the party begins to cure the breach within seven (7) days and diligently completes such cure; (b) upon the cessation of business by either party or the filing of a petition in bankruptcy (voluntary or involuntary) with respect to a party, which in the case of an involuntary petition the party shall have sixty (60) days in which to vacate such petition; or (c) upon the failure by Client to pay any amount due hereunder, provided that Client shall have three (3) business days to cure such monetary breach following written notice. Routegy may further terminate this Agreement with fourteen (14) days’ prior written notice in the event that there is any material change in circumstance that will result in substantial interference in Routegy’s operation or any substantial increase in the cost of Routegy’s cost of doing business.
   4. Effect of Termination. Upon any termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except that (a) the rights and obligations under Sections 5.3, 6, 7.2, 8.4, 11, 12, 13, and 15 will survive the termination of the Agreement, and (b) Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of the Agreement.
9. LAWFUL CONDUCT. Client shall comply with all applicable laws and regulations, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Client shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses, and authorizations required for such compliance. Without limiting the foregoing, (i) Client represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Client shall not authorize Users to access or use the Service in violation of any U.S. export embargo, prohibition, or restriction, and (iii) Client shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located. Client will not knowingly send any electronic communication from the Service that is unlawful, harassing, libelous, defamatory, or threatening.
10. WARRANTIES. Each party represents and warrants to the other party that (i) such party has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required of it hereunder; (ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which such party is otherwise bound; and (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Client further represents and warrants that: (1) any and all marketing and promotional activity will comply with all applicable laws and regulations and will not be false, deceptive, misleading, or fraudulent, (2) Client holds all applicable licensures and qualifications required by applicable law and will otherwise conduct itself in accordance with all applicable law, and (3) Client satisfies and will continue to satisfy all eligibility and operational requirements and policies identified in conjunction with the Service, as such requirements may be revised or updated.
11. INDEMNIFICATION
    1. Client agrees to indemnify and hold harmless Routegy (its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents, and representatives) (together, the “Routegy Indemnified Parties”) against any cost, claim, liability, or expense any of the Routegy Indemnified Parties incur as a result of or arising out of or related to: (i) Client’s breach of this Agreement or of Client’s warranties, covenants, and representations made hereunder; (ii) Client’s willful, negligent, tortious, or criminal acts or omissions; (iii) any improper use of the Service; and (iv) Client’s violation of any third party rights. The applicable Routegy Indemnified Party shall provide Client written notice of any claim for it seeks indemnification under this Section.
    2. Routegy agrees to indemnify and hold harmless Client (its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents, and representatives) (together, the “Client Indemnified Parties”) against any cost, claim, liability, or expense any of the Client Indemnified Parties incur as a result of or arising out of or related to: (i) Routegy’s breach of this Agreement or of Routegy’s warranties, covenants, and representations made hereunder; (ii) Routegy’s willful, negligent, tortious, or criminal acts or omissions; (iii) any improper use of Client’s Materials; and (iv) Routegy’s violation of any third party rights. The applicable Client Indemnified Party shall provide Client written notice of any claim for it seeks indemnification under this Section.
12. CONFIDENTIAL INFORMATION
    1. Each party acknowledges and agrees that it (and its subcontractor(s), if any), in performing its obligations under this Agreement, shall have access to or be directly or indirectly exposed to each other’s Confidential Information. Each party shall hold confidential all Confidential Information and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement. Each party shall use reasonable measures and reasonable efforts to provide protection for each other’s Confidential Information, including measures at least as strict as those each party uses to protect its own Confidential Information. “Confidential Information” means information in the possession or under the control of a party relating to the technical, marketing, product and/or business affairs, or proprietary and trade secret information of that party in oral, graphic, written, electronic or machine readable form, Client Materials, source code and information pertaining to usage and design of the Service, and the terms and conditions of this Agreement.
    2. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.
    3. Routegy will implement commercially reasonable physical, technical, administrative, and organizational safeguards to protect any Client Materials or Client or Customer data or Confidential Information that are no less rigorous than accepted industry security practices and will ensure that all such safeguards are in compliance with all applicable data protection and privacy laws and regulations.
    4. Because of the unique nature of each party’s proprietary materials, each party understands and agrees that the other party may suffer irreparable injury in the event that a party fails to comply with any of the terms of this Section 12, and that monetary damages may be inadequate to compensate for such breach. Accordingly, each party agrees that the other party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Agreement against any actual or threatened breach of this Section 12.
13. DISCLAIMERS OF WARRANTY; LIMITATION OF LIABILITY
    1. THE SERVICE IS MADE AVAILABLE BY ROUTEGY TO CLIENT “AS IS” AND “WITH ALL FAULTS, ERRORS, BUGS, AND DEFECTS.” EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, ROUTEGY MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONDITION, CHARACTER, NATURE, CAPABILITY, PERFORMANCE, SECURITY, AVAILABILITY, SUITABILITY, TITLE, SOURCE, OR ANY OTHER CHARACTERISTIC OF THE SERVICE OR ANY PORTION THEREOF. ROUTEGY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR THIS AGREEMENT, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; OR (C) ANY WARRANTY THAT THE SERVICE WILL BE SECURE OR ERROR-FREE, WILL MEET CLIENT’S REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, OR SECURE, OR OPERATE WITHOUT ERROR.
    2. EXCEPT WITH RESPECT TO DAMAGES OR LIABILITY ARISING FROM (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (B) A PARTY’S BREACH OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION, OR (C) GROSS NEGLIGENCE OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, IN NO EVENT SHALL (I) EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS ACCRUING DURING THE TERM OF THIS AGREEMENT EXCEED THE GREATER OF THE AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THE AGREEMENT.
14. NOTICES. Unless otherwise specifically provided in this Agreement, every notice or other communications required or permitted under this Agreement shall be valid only if in writing and shall be delivered by email, personal delivery; by nationally recognized overnight courier service; or by certified or registered mail, return receipt requested, addressed to the names and addresses of each party set forth on the corresponding order form or similar document.
15. GENERAL PROVISIONS. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington without regard to its conflict of laws provisions. The titles of the sections of this Agreement are for convenience only and shall not affect the interpretation or construction of any section. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. The words “include” and “including” and variations thereof are not terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” This Agreement, including the corresponding order form or similar document and any other policies referenced herein or on such Order Form, represents the entire agreement between the parties with respect to the subject matter hereof and all other negotiations, understandings, and agreements relating thereto, whether written or oral, including but not limited to all requests for proposal, proposals, payments, or other forms, are nullified and superseded hereby. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. A waiver of any of the terms of this Agreement, or any breach or default hereunder, shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or default, whether or not of the same or similar nature. This Agreement may only be modified, amended, or supplemented in a written document agreed to by authorized signatories of both parties subsequent to the date of execution of this Agreement. If any litigation is brought to enforce, or arises out of, the Agreement or any term, clause, or provision hereof, the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof. If Client submits to Routegy a purchase order to effectuate its ordering or payment of the Services specified on an Order Form or otherwise agreed to by the parties and Routegy acknowledges such purchase order by means of any kind of acknowledgement document, each of Client and Routegy hereby rejects any terms or conditions appearing on any such purchase order or acknowledgement document that are in addition to, or different from, the terms and conditions of this Agreement and/or the Order Form (“Form Terms”), and the Parties agree that all Form Terms shall be void and of no force or effect.