SaaS (Software as a Service)

Under the terms and conditions outlined in this agreement (“Agreement”), Routify agrees to provide you (“User”) access to its software platform, as described and accessible online at routify.ca , on a Software as a Service (SaaS) basis. These Terms of Service—together with Routify’s Privacy Policy, any executed service agreements, and all referenced policies—form a legally binding contract between Routify and the User, subject to updates as needed.

Licensing Terms

2.1 Subject to the terms and conditions of this Agreement, Routify grants the User a non-exclusive, non-transferable, limited license to access and use the Software as a Service via the internet. This license is provided solely for the User’s internal business operations and in compliance with this Agreement.

2.2 The User is prohibited from, either directly or indirectly: attempting to reverse engineer, decompile, disassemble, or otherwise uncover the source code or underlying structure, ideas, or algorithms of the software; modifying, translating, or creating derivative works based on the Software as a Service; transferring, leasing, renting, selling, sublicensing, assigning, or otherwise redistributing access rights to the software; removing or altering any proprietary notices; or publishing or sharing evaluations or benchmarks of the software without prior written consent from Routify.

Fees

3.1 In accordance with this Agreement and any applicable contract documentation, the User agrees to pay all fees due to Routify. All fees are non-refundable and non-cancelable. Routify reserves the right to restrict or suspend access to the Software as a Service and related support services at its reasonable discretion in the event of non-payment.

3.2 Routify reserves the right to modify its pricing at any time. Unless otherwise stated in a signed contract, all subscription fees for the Software as a Service are subject to an automatic 10% increase at the beginning of each renewal term. Users will receive notification at least 30 days prior to any such price adjustments. These changes will not affect current subscription pricing but will apply to renewals starting at least 30 days after notice is given.

3.2.1 For ongoing subscription terms, the number of licenses outlined in any signed agreement reflects the minimum contractual commitment. Routify reserves the right to invoice and charge based on actual usage, including the number of drivers, dispatchers, users, or subscriptions tied to your account.

3.3 By agreeing to these Terms of Service, the User acknowledges that the Software as a Service currently meets their business requirements. Any newly discovered needs or preferences do not constitute grounds for early termination or fee exemption. If additional features are required outside the existing scope of the software, the User may request a custom development contract from Routify, which may include applicable charges. Alternatively, the User may submit a feature request through the support system at no cost, with the understanding that Routify retains full discretion over whether and when to implement such features. The decision to accept or decline any feature requests does not constitute a breach of this Agreement.

Copyright and Intellectual Property Rights

4.1 The User acknowledges that Routify retains full ownership of all copyrights, intellectual property rights, titles, and interests associated with the Software as a Service and the Routify website. This includes any updates, enhancements, modifications, or additions made to the software, regardless of the nature or origin of the changes.

4.1.1 Users may not assert ownership over, commercialize, or distribute any part of the Software as a Service—including new features, enhancements, or derivative works—regardless of whether such developments were created solely by Routify, in collaboration with the User, or based on the User’s input or request.

4.1.2 A violation of this clause may result in immediate termination of this Agreement without refund and may expose the User to additional legal actions, including injunctive relief and claims for financial damages.

Third-Party Software Rights and Use as SaaS

Routify does not authorize the use of third-party software in conjunction with its Software as a Service unless explicitly stated in the product documentation or formally requested in writing by the User and approved by Routify. The cost of the Software as a Service does not cover third-party tools or software unless clearly specified.

If third-party software is approved and integrated at the User’s request, the responsibility for its performance lies with the User and the third-party provider. The User acknowledges that Routify bears no responsibility or liability for the functionality, performance, or any business impact resulting from the integration of such third-party software.

User Obligations

6.1. The following obligations apply between Routify and the User:

6.1.1. Code of Conduct
As a User, you are solely responsible for your behavior and that of your authorized users while using the Software as a Service. Accordingly, you agree to:

• Comply with all applicable laws and regulations related to your use of the Software as a Service, including those concerning the transmission of technical data;
• Avoid uploading or distributing files that contain viruses, corrupted data, or any content that may harm or interfere with the operation of the Software as a Service;
• Not use the Software as a Service for any unlawful purposes;
• Refrain from interfering with or disrupting networks or systems connected to the Software as a Service;
• Avoid posting, promoting, or transmitting any content through the Software that is illegal, harassing, defamatory, abusive, threatening, harmful, obscene, hateful, racist, or otherwise inappropriate—except where such content is used to create necessary filters or flags within the intended business use of the software;
• Not post or transmit any material that could incite criminal behavior or civil liability, except where it serves a functional purpose within the software (e.g., for filtering or compliance);
• Abide by the terms and conditions of any external networks connected to the Software as a Service.
  User Data

7.1. The User retains ownership of all data transmitted to, entered into, or assigned by Routify in connection with the Software as a Service (“User Data”). Routify will not alter, remove, or disclose User Data except as permitted under this Agreement, as required by law, or as necessary to protect its rights or property.

7.2. Routify will implement and maintain industry-standard administrative, physical, and technical safeguards to protect User Data, including but not limited to:

• Ensuring the confidentiality, integrity, and availability of User Data;
• Timely restoration of data access in the event of physical or technical incidents; and
• Secure disposal and destruction of User Data when appropriate.

If a data breach resulting in unauthorized access to User Data occurs, Routify will notify the User in compliance with applicable laws and without undue delay, taking into account the needs of law enforcement and the necessity to assess and resolve the breach.

7.3. Routify may collect and publish aggregated statistical data (e.g., usage or traffic patterns) derived from users’ interactions with the Software. This data will not include personally identifiable information.

7.4. In cases of technical or service-related issues, Routify may access User Data for support purposes. Users are solely responsible for ensuring the accuracy, legality, and integrity of all submitted data. Routify is not liable for the loss, alteration, or destruction of User Data unless such action results from willful misconduct or gross negligence by Routify.

7.4.1. Use of ‘Lite’ Product

7.4.1.1. The ‘Lite’ Product (such as Carrier Portal or Routify Lite) is provided free of charge for basic use, often as an extension for third-party users connected to Routify’s other services.

7.4.1.2. Paid users of Routify’s products may connect to the Lite Product for added functionality.

7.4.2. Data Accuracy Disclaimer

7.4.2.1. The Lite Product is offered “as-is” and “as-available,” with no warranties, express or implied.

7.4.2.2. Routify makes no guarantees regarding the accuracy, reliability, completeness, or current status of any data accessible through the Lite Product.

7.4.2.3. All users of the Lite Product, including those accessing it through Paid Products, assume full responsibility for any outcomes or decisions based on the data provided.

7.4.3. Limitation of Liability

7.4.3.1. To the fullest extent allowed by law, Routify will not be held liable for any damages (including direct, indirect, incidental, special, consequential, or punitive) related to use or inability to use the Lite Product or any data therein.

7.4.3.2. This limitation applies to all claims, regardless of legal theory, even if Routify was informed of potential damages.

7.5. The User is responsible for complying with all applicable privacy laws. The User agrees to indemnify, defend, and hold Routify harmless from any third-party claims arising from Routify’s handling of User Data in accordance with this Agreement.

7.6. Routify has no obligation to retain User Data after the termination of this Agreement. At its discretion, Routify may retain Historical User Data in a retrievable format for up to 365 days following the end of the Agreement. The User may request extended retention in writing for an additional fee, subject to Routify’s approval.

7.6.1. Routify reserves the right to permanently delete all copies of User Data in its possession within thirty (30) days of termination notice.

7.7. Routify may gather metadata, performance statistics, and usage trends (“Usage Data”) from interactions with its Services. Routify may use this information for business purposes, including improving and innovating its products. Except for essential functions like billing or integrating with third-party services, Routify will only share this data externally in an anonymized, aggregated format that does not identify individual users.

Obligations of Routify

8.1. Routify warrants that the Software as a Service will function in accordance with its published specifications under normal use and operating conditions. In the event of a material failure to meet these specifications, Routify’s sole obligation—and the User’s exclusive remedy—shall be, at Routify’s discretion, to either adjust the Software to meet the User’s needs or provide a viable workaround that achieves substantially the same functionality.

8.2. The Software is provided on an “as-is” and “as-available” basis. Routify makes no warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

8.3. As the User is responsible for inputting and managing User Data and its associated risk, Routify does not guarantee any specific outcomes from the use of the Software, nor does it ensure the accuracy or reliability of any data, content, or transactions performed via the Software.

8.4. Routify does not guarantee uninterrupted, timely, secure, or error-free access to the Software. It is not liable for any service disruptions caused by circumstances beyond its control, including force majeure events. Users are advised to maintain a backup or contingency system that suits their operational needs.

If the Software experiences downtime of more than one (1) hour due to causes within Routify’s reasonable control, Users may request a credit within thirty (30) days of the incident. If approved, Routify will issue a credit equivalent to one (1) day of service fees for each full day of qualified downtime, to be applied to the next billing cycle.

Support Services

9.1. Routify will provide support services for the Software as a Service during the term of the Agreement. These services are outlined below and may be updated periodically.

9.1.1. Email Support

Email support is available from 8:00 AM to 8:00 PM and again from 10:30 PM to 8:00 AM (next day), Eastern Time, Monday through Friday, excluding major Canadian and international holidays.

9.1.2. Chat Support

Live chat support is available during the same hours as email support: 8:00 AM to 8:00 PM and 10:30 PM to 8:00 AM (next day), Eastern Time, Monday through Friday, excluding major holidays.

9.1.3. Exclusions

Routify will not provide diagnosis or correction for issues caused by:

• Unauthorized modifications to the Software;
• Minor defects that do not significantly impact usage;
• Improper or incorrect use of the Software;
• Failure to implement recommended remedies;
• Use of the Software for purposes other than those intended.

9.1.4. Correction of Errors

Upon written request, Routify will diagnose and correct errors unless caused by the exclusions listed in 9.1.3. Routify retains full discretion over the classification of errors, whether they are reproducible, whether workarounds are available, and the timeline for any necessary updates.

9.1.5. Technical Support

Support includes:

• Answers to operational, setup, or configuration questions;
• Diagnosis and correction of bugs and defects;
• Issuance of patches, updates, and new releases;
• Any additional support service Routify may choose to offer.

9.1.6. User Obligations

Users agree to:

• Provide Routify with documented examples of reported errors;
• Cooperate with Routify personnel in diagnosing errors and perform requested tests;
• Ensure only trained and authorized personnel operate the Software;
• Provide detailed steps to reproduce errors and grant necessary data access;
• Refrain from altering or redistributing the Software unless explicitly permitted.

9.1.7. Payment

Routify may suspend support services if any due payments remain unpaid for more than thirty (30) days, without waiving any other contractual rights or remedies.

Accounts and Security

10.1 Routify and the User agree to the following terms regarding account access and data security:

10.1.1 Account Responsibility When a User creates an account, is added to an account, or sets up a user profile, the User is responsible for keeping login credentials, including passwords, secure. The User is fully liable for any activity conducted under their profile, including third-party integrations or services connected to the Routify platform. The User agrees to promptly notify Routify in writing of any unauthorized use of their account.

10.1.2 Security Measures Routify will implement and maintain appropriate administrative, physical, and technical safeguards to protect customer data. Details can be found in Routify’s Privacy Policy.

Fee Payment and Terms

11.1 The User agrees to pay all fees associated with their account and subscription(s) as outlined in the applicable agreement and billing terms. Unless otherwise stated in the contract, Routify requires a minimum one-year subscription term. If the User does not notify Routify at least thirty (30) days before the end of the current term of their intent not to renew, the subscription will automatically renew under the existing terms.

11.1.1 Invoicing Fees will be automatically charged to the designated payment method according to the effective date of the contract.

11.1.2 Payment Method The User is responsible for designating a valid payment method and ensuring that billing information remains up to date. Automated charges will be applied as agreed.

11.1.3 Billing Errors Users must report any billing discrepancies in writing within thirty (30) days of the invoice date. If no notice is received, the charges will be deemed accurate.

11.1.4 Billing Adjustments Subscription fees may be based on various usage metrics, such as number of drivers, containers, or completed loads. Adjustments may be applied based on actual usage, but fees will not fall below the minimum stated in the agreement.

11.1.5 Taxes The User is responsible for any applicable provincial, federal, or international taxes, duties, or tariffs related to the services provided.

11.1.6 Interest A 5% interest charge will apply to overdue balances more than 30 days past the invoice date. Routify reserves the right to pursue legal or commercial remedies for any unpaid amounts.

Confidentiality

12.1 Routify and the User agree to the following confidentiality terms:

12.1.1 Obligations of the Parties Each party agrees to keep all non-public information disclosed by the other party in connection with this Agreement strictly confidential. This includes, but is not limited to, the terms of the Agreement and any related discussions. The receiving party shall not disclose or use such information except as necessary for the performance of its obligations and shall use reasonable care to protect this information. Access to confidential information is limited to employees or agents who require it to fulfill their duties under this Agreement, and no disclosure to third parties is permitted without prior written consent.

12.1.2 Exclusions Confidential Information does not include information that:

• Was already known to the receiving party at the time of disclosure;
• Becomes publicly available through no fault of the receiving party;
• Is lawfully obtained from a third party without breach of any confidentiality obligation;
• Is required to be disclosed under Section 7 of this Agreement;
• Is disclosed with the prior written consent of the disclosing party; or
• Is required to be disclosed by law or court order, provided the disclosing party is given prompt notice to allow it to seek protective measures.

12.1.3 Return or Destruction of Information Upon termination of this Agreement, each party agrees to return or destroy all confidential materials received from the other party, including all copies, summaries, and derivatives thereof, unless otherwise agreed.

Indemnification

13.1 Routify and the User agree to the following indemnification provisions:

13.1.1 Intellectual Property Claims Routify will, at its own cost, defend the User against any third-party claims that the Software as a Service, when used as permitted, infringes on U.S. copyrights or misappropriates trade secrets. Routify will cover costs and damages awarded by a court or agreed in settlement.

13.1.2 Conditions of Defense Routify’s obligation to defend depends on the User:

• Promptly notifying Routify in writing of the claim;
• Granting Routify exclusive control over the defense and settlement;
• Cooperating fully in the defense, including providing relevant documents and personnel. Routify is not liable if the User settles a claim without prior written approval.

13.1.3 Limitations Routify has no liability for claims arising from:

• Use of the Software as a Service in violation of this Agreement;
• Unauthorized modifications made by the User.

13.1.4 Remedies If the Software as a Service becomes subject to a legal claim, Routify may:

• Obtain the right for the User to continue using it;
• Modify or replace it to eliminate infringement;
• Terminate the Agreement and refund unused prepaid fees. Routify may terminate this Agreement without refund if the User violates the confidentiality or intellectual property provisions.

13.1.5 User Responsibility The User agrees to indemnify and hold Routify and its affiliates harmless from any third-party claims, including legal fees, arising from:

• Unauthorized or improper use of the Software as a Service;
• Breaches of this Agreement;
• Modifications made by the User that result in IP infringement.

Beta Program

14.1 Routify may offer certain Software as a Service products in Beta status. These products are under development and may contain defects or limitations.

14.1.1 Feature Feedback Beta participation enables Users to suggest features. Routify may implement suggestions at its discretion.

14.1.2 Service Interruptions Beta software may experience outages. Routify will make reasonable efforts to resolve issues in a timely manner.

14.1.3 Data Loss Beta use may lead to data loss or corruption. Users are responsible for backing up data. Routify will assist with recovery to the best of its ability.

14.1.4 User’s Sole Remedy By participating, Users accept the risks of Beta software. The only remedy for issues is to provide 30 days’ written notice to opt out. Routify will then cancel future billing, discontinue access, and return any confidential materials. No refunds will be issued for prior payments.

14.1.5 Confidentiality of Beta Features All information related to the Beta Program is confidential. Users must not share Beta details unless Routify provides written consent. If Routify requests to use feedback commercially and the User agrees in writing, such information will no longer be subject to confidentiality.

Limitation of Liability

IN NO EVENT SHALL ROUTIFY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THE USER’S USE OF THE SOFTWARE AS A SERVICE, EVEN IF ROUTIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ROUTIFY’S TOTAL LIABILITY TO THE USER FOR ANY CLAIM WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE AMOUNT PAID BY THE USER TO ROUTIFY DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Warranties

Except as explicitly stated in this Agreement, Routify warrants only that it will provide the Software as a Service and associated support services with reasonable care and skill. To the fullest extent permitted by law, all other warranties, terms, and conditions, whether express or implied by statute or otherwise—including implied warranties of merchantability, fitness for a particular purpose, and non-infringement—are excluded.

Miscellaneous

17.1 Publicity
Routify may include the User’s name in a general customer list and may reference the User as a customer in its marketing and promotional materials. Any additional publicity, including press releases, must be jointly prepared and approved by both parties.

17.2 Notices
All notices to Routify must be made in writing and sent via email to [email protected] . Notices are deemed received upon confirmation of delivery.

17.3 Assignment
This Agreement is binding upon the parties and their successors and permitted assigns. The User may not assign this Agreement without Routify’s prior written consent, which will not be unreasonably withheld. Routify may assign this Agreement to any parent, subsidiary, affiliate, or successor, and may subcontract its obligations while remaining responsible for their performance.

17.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Nova Scotia, Canada, without regard to its conflict of law provisions. Any claims related to this Agreement must be brought within one (1) year of the event giving rise to the claim.

17.5 No Waiver
No waiver of any breach or provision of this Agreement shall be deemed a waiver of any other breach or provision.

17.6 Force Majeure
Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of war, labor disputes, internet outages, governmental actions, or any other force majeure event.

17.7 Payment Terms
The User agrees to pay all fees at the current rates and authorizes Routify to charge the designated payment method. Contracts are non-refundable. For recurring subscriptions, the User consents to automatic renewal unless a cancellation request is submitted in writing to [email protected] at least 30 days before the contract end date.

17.7.1 Cancellation
To cancel, the User must email [email protected] at least 30 days before the next contract term. Failure to do so results in automatic renewal. Contracts cannot be canceled mid-term.

17.8 Entire Agreement; Severability
This Agreement, along with any applicable contract documents, constitutes the entire agreement between the parties and supersedes all prior discussions or agreements. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.