Terms of Service

A. General Terms of Service

Welcome to routable.com, the website and online service of Routable, Inc. (“Company,” “we,” “us,” or “our”). This page explains the terms by which you may use the payment processing services (the “Service”) that we provide to paid users of the Service (“Client”) or make available to service providers, vendors, and other payees of a Client who receive or request payment from a Client (each a “Vendor”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY ACCEPTING THESE TERMS, YOU AND ROUTABLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

By clicking “I Agree,” indicating acceptance electronically, executing an order form that references this Agreement, or by accessing or using the Service, you signify that you have read, understood, and agree to be bound by these terms of service (the “Agreement”). By accessing and using the Service on behalf of a company, you represent that you are authorized to bind that company to this Agreement. If you are not eligible to use the Services or do not agree to the Agreement, then you do not have our permission to use the Services.

For Clients, this Agreement incorporates our Data Protection Addendum available at https://routable.com/legal/data-processing-addendum/ (“DPA”) and our Privacy Policy available at: https://routable.com/legal/privacy (“Privacy Policy”). For Vendors, this Agreement incorporates our Privacy Policy.

1. Use of Our Service

A. Purchasing the Services; Accessing the Services

Clients purchase the Services by executing an order form for Services with Routable (each and “Order Form”). The Order Form includes the term of the Services, usage limitations, usage rates, and renewal dates. If the Order Form does not include the term or renewal information, the Agreement begins on the date Client executes the Order Form and continues for a period of 12 months, unless terminated as set forth in this Agreement, and automatically renews for successive one-year periods.

B. License to Access Routable Service

Subject to the terms and conditions of this Agreement, we hereby grant to you a limited non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for business purposes for the term of the Order Form. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws.  We may modify the Service at any time, with or without notice, including by removing, adding, or changing the functionality or features of the Service.

C. Accounts

You may create an account on behalf of a company, organization, non-profit entity, sole proprietorship, or other entity as an authorized representative of the entity with the authority to bind the entity to this Agreement (an “Account”). Your Account gives you or the users that you authorize (including account administrators) access to the Service in order to initiate, request, or receive payments. In order to create an Account, we will ask you to provide information about your business, financial institutions, tax information, and similar kinds of information. You are responsible for ensuring that the information in your Account is accurate and up to date. You may update your Account information in the settings page of your Account.

You may never use another Account without permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the instructions, payments, or other activity that occurs on your Account, and you must keep your account password secure (including API credentials, where applicable). You are responsible for ensuring that the employees, contractors, and agents that access your Account comply with the security requirements set out in this Agreement and with industry standard security practices. You agree to notify Routable immediately of any breach of security or unauthorized use of your Account. Routable will not be liable for any losses caused by any unauthorized use of your Account. 

We may (without prior notice to you) (i) change the Service; (ii) stop providing the Service or features of the Service, to you or to Vendors generally; or (iii) create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service, with or without notice and without liability for any reason, including if you violate any provision of this Agreement (as determined by us in our sole discretion). Upon termination for any reason or no reason, you continue to be bound by this Agreement. We reserve the right, but have no obligation, to monitor the Services.

D. Service Rules

You are prohibited from and agree not to engage in any of the following activities: (i) copying, distributing, transmitting, posting, reselling, renting, leasing, sublicensing, or disclosing any part of the Service in any medium; (ii) using any automated or non-automated “scraping,” or other automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to copy, access, or send requests to the Service, including in a manner that sends more request messages to the Company servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) except as allowed by law, reverse engineering, attempting to reverse engineer the Service, or removing any proprietary notices from the Service; (iv) accessing the Service for the purpose of building a competitive product or service, or to create a benchmark or comparative analysis intended for publication without our consent; (v) attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service; (vi) taking any action that imposes, or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (vii) uploading invalid data, viruses, worms, or other software agents through the Service; (viii) collecting or harvesting any personally identifiable information, including account names, from the Service; (ix) using the Service for commercial solicitation purposes; (x) impersonating another person or otherwise misrepresenting your affiliation with a person or entity; (xi) using the Service for any illegal, fraudulent, unlawful, deceptive, or abusive purpose or activity (illegal activity includes, without limitation, selling counterfeit goods or services, illegal gambling, ponzi schemes, money laundering, offering escort services or pornographic products); (xii) interfering with the operation of the Service, interfering with or circumventing any feature or security control of the Service; (xiii) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xiv) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xv) using the Service in violation of any guidance regarding restricted activities communicated to you by us; (xvi) using the Service to conduct transactions for personal, family, or household purposes; (xvii) facilitating transactions for a third party that is not your legitimate end user; and (xviii) replicating and/or reselling the Services by offering and/or enabling any third party to access the Services through your Account or an integration. 

In addition the following types of activities, businesses, transactions, products, services or uses are prohibited: (i) Weapons / military-grade security; (ii) Multi-level marketing; (iii) Pawnbrokers ; (iv) Political organizations; (v) Precious metals and stones, including diamond traders; (vi) Adult entertainment; (vii) Drug paraphernalia; (viii) CBD and related products; (ix) Carbon credits, including carbon credits traders; (x) Cryptoassets; (xi) Gambling; (xii) Ponzi / pyramid schemes; (xiii) Firms involved in the servicing of illegal goods/services including but not limited to: counterfeit goods/trademark infringement, human trafficking, child labor, prostitution; (xiv) Mining and extraction; (xv) Scrap metal traders; (vxi) Energy traders; (vxii) Speculative trading; (xviii) Chemicals; (xix) FDA classified medical devices; (xx) Medications or prescription drugs; (xxi) Alcohol; (xxii) Tobacco; (xxiii) Dietary supplements; (xxiv) Seeds or plants; (xxv) Regulated financial services; (xxvi) Outbound telemarketing; (xxvii) Marijuana-related businesses (including but not limited to manufacturers, dispensaries, and those engaged in the business of marketing, buying, growing, selling, or otherwise promoting medical or recreational marijuana; (xxviii) Debt collection, relief, or counseling; (xxix) Unlicensed or unregistered Money Services Businesses, as that term is defined at 31 C.F.R. 1010.100(ff) and under corresponding state regulations;(xxx) White label ATM services; (xxxi) Financial Institutions making payments on behalf of other financial institutions, also known as ‘nested relationships’ or ‘layering.’ (xxxii) Shell banks; (xxxiii) Unregistered charities; (xxxiv) Speculate changes in FX; (xxxv) Transactions deriving from crypto currencies.

If we learn or suspect that you are using your Account or the Services for any illegal or fraudulent purpose, we may share your information with any government or regulatory authority, financial institution, or law enforcement agency.

E. Routable API

Routable may make APIs available to you to upload payment and personal information, to manage, send and receive payments to and from third parties. The API allows you to collect information from a branded URL that you control. You acknowledge that it is your sole responsibility to ensure that your branded URL includes and requires acceptance of (i) a privacy notice that accurately describes your privacy practices, and you represent that you will make such privacy notice available on such branded URL; and (ii) this Agreement and the Privacy Policy.  You will ensure that you have obtained (or will obtain) all consents and rights necessary or required under applicable data privacy law for you to process the personal information of third parties in your use of the Routable API and to provide that information to us. You are solely responsible for the accuracy, quality, and legality of the data you collect and submit to Routable via the API.

2. User Content

Clients may upload information or content to the Service (“User Content”). User Content may include documents, information, or other data.  Clients are responsible for monitoring the User Content posted by their authorized users.  We have the right, but not the responsibility, to monitor User Content or to remove User Content for any or no reason. You are responsible for, and we have no responsibility and incur no liability for, any claims, losses, damages, or harm arising from or related to any User Content. You represent and warrant that you will comply with all applicable rules, agreements, regulations, and laws (including, without limitation, related to data privacy, consumer protection, telemarketing, and subscription payments) with respect to User Content.

3. Our Proprietary Rights

A. Company Content. Except for your User Content, the Service, the user documentation, the software and technology that comprises the Service, the APIs, usage date, Ideas, aggregated data, and any images, text, graphics, product data, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, video, and music that comprise the Services, and all intellectual property rights related thereto (the “Company Content”), are the exclusive property of Company and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights in Company Content. 

If you submit comments or ideas about the Service, including, without limitation, about how to improve the Service (“Ideas”), you agree that your disclosure is gratuitous, unsolicited and without restriction.  We are free to use any Idea, for any purpose, without compensation to you. Ideas are not confidential, and we may disclose the Idea on a non-confidential basis or otherwise to anyone.

B. Aggregated Data. We automatically collect certain usage data and information generated by the Service or submitted or uploaded to the Service. We collect and process such data to better understand how users use the Service, for research and development purposes, for security purposes, and to support the Service. We own the usage data and information generated by the Service. We will not disclose usage data that identifies Client or any Vendor, except as described in our Privacy Policy, as required to provide the Service, with our service providers, as required by applicable law, or in connection with protecting our or any third party rights.

4. Payments

A. Billing Policies. We provide the Service to Clients for a service fee. The fees for the Service are set forth in the Order Form. We may add new services for additional fees or update the fee for existing Services. In addition, our third-party service providers may increase rates or fees that they charge us or that we pass through to you, and in such cases, the fees for the Service will be increased.  Other than fees increases due to increased fees assessed by third-party service providers, any change to the fees or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement. On renewal, if we determine automatic debits are necessary due to previous overdue payments, we may require that you provide us with consent to automatically debit your account for amounts due.

B. No Refunds. The Services are non-cancelable and non-refundable. In the event that Company suspends or terminates your Account for your breach of this Agreement, you will not receive a refund or credit (including for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else).

C. Late Payments. If you fail to make payments (not disputed in good faith) when due under this Agreement and the Order Form, we may suspend provision of the Service until payment is received. Unpaid amounts will accrue interest at the rate of 1.5% per month. In addition to any other remedies available to us, we may collect any costs of collection that we incur in collecting such payment. 

Further, If you have any past due amounts, you authorize Routable to automatically debit 7 business days after such amount becomes past due the bank account you have linked on the Routable platform for the full amount you owe, plus any bank fees, penalties, or interest that has accumulated. If you do not have sufficient funds in the linked bank account to repay the full amount owed, you authorize Routable to automatically debit the linked bank account each monthly due date thereafter until you have repaid the past due amount plus any bank fees, penalties, or interest that has accumulated.

D. Taxes. The Service fees do not include any taxes, levies, duties, export or import fees, or other governmental assessments of any nature, including but not limited to value-added sales, use or withholding taxes, imposed or assessed by any jurisdiction (collectively, “Taxes”). You are responsible for the payment of all applicable Taxes (other than Taxes assessable against us based on our income, property, franchise or employment) associated with your subscription to the Service. You agree to cooperate with us and provide us with timely and accurate information as may be required for the calculation and withholding of applicable Taxes. If we have a legal obligation to collect and remit Taxes for which you are responsible, we will invoice you and you will pay us that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. No Professional Advice

If the Service provides professional information (for example, accounting, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area. 

6. Confidentiality

A. Definition. Company and Client (respectively, a “party,”) may have access to the other party’s information, which will be deemed “Confidential Information” if identified as such by the disclosing party or if the information by its nature is normally and reasonably considered confidential, such as information regarding product, methodology, research, customers, business partners, business plans and any information that provides a competitive advantage. Client Confidential Information includes the personal information of Vendors, customers, and all non-public aspects of Client’s business or organization. Confidential Information of the Company includes all non-public aspects of the Service and this Agreement and all Order Forms (including pricing).

B. Standard of Care. Company or Client may receive Confidential Information from the other party, and in such case will be deemed a “receiving party.” The receiving party will not use for its own purposes or disclose Confidential Information of the other party except as expressly allowed under this Section 6 and to exercise its rights or perform its obligations hereunder. The receiving party will use the same degree of care as it uses to protect its own Confidential Information of a like nature, but not less than a reasonable degree of care. The receiving party will only disclose the Confidential Information of the disclosing party to its employees, contractors, service providers, and other representatives who have a need to access the Confidential Information for purposes consistent with this Agreement. Confidential Information will remain the property of the disclosing party and will be returned or destroyed upon request, at which time the receiving party will provide to the disclosing party a written certification of such return or destruction. Notwithstanding the foregoing, the receiving party shall not be required to destroy information contained in archival or backup services. Further, the receiving party shall not be required to destroy any information which the receiving party is required to retain for legal or regulatory purposes. Without limiting any other provision of this Agreement, with respect to its obligations under this Section, the receiving party will be responsible for the acts and omissions of its employees, service providers, contractors, and other representatives to the same extent as if those acts and omissions were those of the receiving party. 

C. Exceptions. Information will not be deemed Confidential Information if it: (i) is information that becomes generally known to the public through no fault of the receiving party, its employees, contractors, service providers or other representatives; (ii) is or becomes known to the receiving party without restriction from a third party other than as a result of breach of contract or wrongful or tortious act; or (iii) is independently developed by the receiving party without reference to or reliance on the disclosing party’s Confidential Information. Confidential Information may be disclosed to the extent required by applicable law, provided the disclosing party is given reasonable advance notice of such disclosure.

7. Privacy and Information Security

Personal information transmitted, entered or otherwise uploaded by you to the Service will be processed in accordance with our Privacy Policy available at https://routable.com/legal/privacy/. In the case of Clients, we will process the personally identifiable information received from Clients in accordance with our DPA, available at https://routable.com/legal/data-processing-addendum/. With respect to Clients, the DPA is hereby incorporated by reference and forms an integral part of this Agreement. 

With respect to Clients, we agree to maintain appropriate administrative, technical, and procedural safeguards designed to protect the security, confidentiality and integrity of the Service (“Security Measures”). Our Security Measures will include, but will not be limited to, measures designed to prevent unauthorized access to, or disclosure of, personally identifiable information processed by the Service for Clients. A detailed but non-exhaustive list of our current Security Measures is available here: https://routable.com/security/. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes.

8. Third-Party Links and Services

A. Third-Party Links. The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Company. Company does not endorse or assume any responsibility for any such third-party websites, information, materials, products, or services. If you access a third-party website from the Service, you do so at your own risk, and you understand that this Agreement and our DPA and Privacy Policy do not apply to third party websites or services. We are not responsible for, and will not be liable for, any loss, damage, or cost arising from your use of any third-party website, service, or content. 

B. Third-Party Services.  The Service integrates with third party financial institutions and other third-party services. These third-party services are not offered or made available by us, and we are not responsible for the third-party service. Third-party services have their own terms of use, licenses, and privacy policies, and may have different practices and requirements from us. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using third-party services.

By connecting the Service with a third-party service, you give us permission to provide your information to that third-party service, and in some cases, to store your log-in credentials for that service. You acknowledge and agree that such third parties are not our agents, that we are not responsible for their services, their compliance with applicable law, their actions or omissions, or for their maintenance or treatment of the information you submit to the Service. We specifically disclaim liability for any damage or loss caused by your use of any third-party service. We are not responsible for any disclosure, modification or deletion of information submitted to the third-party service.

We use Plaid Technologies, Inc. (“Plaid”), Dwolla, Inc. (“Dwolla”), and Lob.com (“Lob”) to facilitate payments. Plaid, Dwolla and Lob will provide us with information about an Individual User’s account within their financial institutions. When you use these third-party services, we do not receive an Individual’s account number or pin information. 

By using our Service, you grant us, Plaid, Dwolla and Lob the right, power, and authority to transmit the payments you authorize or receive payments, and to access and transmit financial information to and from relevant financial institutions (but not account or pin number). We are not responsible or liable for the Plaid, Dwolla or Lob services and this Agreement does not apply to such services.  By using Plaid, Dwolla, and/or Lob in connection with your use of our Service, you will be required to agree to Plaid’s Terms of Use, Dwolla’s Terms of Service, and/or Lob’s General Terms and Conditions, as applicable, and you enter into these agreements directly with Plaid, Dwolla, and Lob, as applicable. In addition, you agree that any personal information that is received, processed, transferred, stored or shared by Plaid, Dwolla or Lob will be done so in accordance with the Plaid Privacy Policy, the Dwolla Privacy Policy, and the Lob Privacy Policy, respectively. For clarity, neither this Agreement, the Privacy Policy or the DPA apply to services offered by Plaid, Dwolla, or Lob. 

You understand that you will access and manage your Dwolla account through our Service, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity and can be reached at support@routable.com and/or by calling us at (855) 800-5666.

D. International or Cross border Payment services are provided by The Currency Cloud Limited. Registered in England No. 06323311. Registered Office: The Steward Building 1st Floor, 12 Steward Street London E1 6FQ. The Currency Cloud Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issuing of electronic money (FRN: 900199). In the U.S., Currency Cloud operates in partnership with Community Federal Savings Bank (“CFSB”). CFSB fully owns the bank program and services are provided by The Currency Cloud Inc. For Clients and Vendors in the UK, you authorize us to share your identity and account data with Currency Cloud for the purposes of opening and supporting your Currency Cloud account, and you are responsible for the accuracy and completeness of that data.

9. Indemnity

A. Your Indemnity. You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, licensors, managers, and their and our employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including but not limited to reasonable attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of applicable law, rule or regulation; (v) your User Content or any information that is submitted to the Service via your Account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

B. Indemnification Process. We will provide you with prompt written notice of any indemnity claim, provided that you will not be obligated to indemnify us if you are materially prejudiced by our delay in our notice to you. You will have the right to assume control of the defense and settlement of the claim; provided that, you may not  enter into any settlement or compromise that does not include a full release of us or that requires any payment or admission of wrongdoing by us without our consent. We (i) will provide reasonable assistance at your  expense; and (ii) may employ counsel at our own expense. 

C. Our Obligations for Infringement. With respect to Clients only, if we believe the Service is or may become the subject of a claim of infringement or misappropriation, we will, at our option and expense, procure for the right to use the intellectual property such that you may continue to use the Service, or modify or replace the intellectual property to make it non-infringing and functionally equivalent. If we reasonably conclude that neither of these alternatives is reasonably available, we may terminate the Service, and, if applicable the Order, and in which case you would be entitled to a refund of any prepaid fees for the period after termination.

10. Representations & Warranties; Disclaimer of Representations & Warranties

Our representations and warranties in this Section 10 are made to Client. We make no representations or warranties to and, with respect to Vendor, the Services is provided “As Is,” with all faults and without representation or warranty of any kind.

A. Mutual Representations. Client and Company each represents that it has the authority to enter into this Agreement and are not subject to any agreements that conflict with the undertakings provided hereunder. 

B.  Our Representations. To Client, we represent that we will provide the Service in a professional and workmanlike manner in accordance with prevailing industry standards and practices. 

C. Your Representations. You represent and warrant that (i) you own, or otherwise properly license, the Customer Content; (ii) the Customer Content provided to us under these Terms shall comply with any applicable law; (iii) your use of the Service will comply with this Agreement and with applicable law; and (iv) you have obtained all necessary consents and provided all necessary notices with respect to any personally identifiable information you collect or process via the Service. 

D. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE, ALL COMPANY CONTENT, AND ANY SOFTWARE OR TECHNOLOGY MAKING UP THE SERVICE ARE PROVIDED “AS IS.” WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DISCLAIM ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE SECURE, ERROR-FREE OR UNINTERRUPTED. WE ARE NOT A PAYMENT PROCESSOR AND WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO PAYMENT TRANSMISSION SERVICES. YOU ASSUME ALL RISKS AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, GOODWILL, USE, DATA, COST OF SUBSTITUTES,  OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF COMPANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY THIRD PARTY SERVICE OR OUR INTEGRATION WITH OR YOUR USE OF ANY THIRD PARTY SERVICE; (IV) ANY USER CONTENT; (V) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (VI) THE MALICIOUS ACTS OF THIRD PARTIES; OR (V) YOUR OR ANY VENDOR’S VIOLATION OF THIS AGREEMENT. 

WITH RESPECT TO CLIENTS, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE FEES PAID AND PAYABLE BY CLIENT TO COMPANY IN THE PREVIOUS 12 MONTHS HEREUNDER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

WITH RESPECT TO VENDORS, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN SUCH CASES THOSE EXCLUSIONS WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW. 

12. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

A. Governing Law; Injunctive Relief; Arbitration Venue. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. 

For any dispute with Company, you agree to first contact us at legal@routable.com and attempt to resolve the dispute with us informally. If we are unable to resolve a dispute within sixty (60) days of your notice thereof, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Company agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, as determined by the arbitrator. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; and (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

C. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL VENDORS, CLIENTS AND OTHER PERSONS AND ENTITIES WHO USE THE SERVICE, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

13. General

A. Electronic Signatures. You hereby acknowledge and agree that your electronic signature provided in connection with the Service shall have the same legal effect as your handwritten signature.

B. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

C. Notification Procedures and Changes to the Agreement. Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, written or hard copy, or through posting of such notice on our website (including updates to this Agreement or the Privacy Policy), as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to Vendors. Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Company may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Agreement. If you do not agree to any of this Agreement or any future modification to this Agreement, do not use or access (or continue to access) the Service.

D. Entire Agreement/Severability. This Agreement, the Order Form (if applicable), the Privacy Policy (as applicable to Vendors), and the DPA (as appliable to Client) together with any amendments and any additional agreements you may enter into with Company in connection with the Service, shall constitute the entire agreement between you and Company concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

E. No Waiver.  No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. 

F. Force Majeure. Neither party will be liable for any delay or failure to perform their obligations hereunder resulting from any cause beyond such party’s reasonable control, including pandemic, weather, fire, floods, pandemic, labor disputes, riots or civil disturbances, acts of government, and acts of war or terrorism, provided that, in every case, the delay or failure to perform is beyond the control and without the fault or negligence of the party claiming excusable delay and that such party cures the breach as soon as possible after the occurrence of the unforeseen event.

G. Public Announcements. You grant us the right to use your name, logo, trademarks and/or trade names in press releases, webpages, product brochures and financial reports indicating that you are a customer of ours. All other public statements or releases will require the mutual consent of the parties.

H. Relationship of Parties. Nothing in this Agreement is intended to create any partnership, joint venture or agency relationship between the parties. Neither party is, nor will either party hold itself out to be, vested with any power or right to bind the other party contractually or act on behalf of the other party as a broker, agent or otherwise.

I. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.