Last updated: July 4, 2026
This Master Subscription Agreement ("Agreement") is a legal contract between RouteHQ Inc., a Delaware corporation with its principal place of business in the United States ("RouteHQ", "we", "us", or "our"), and the individual or legal entity executing this Agreement or accessing the Services ("Customer", "you", or "your").
By accepting this Agreement—either by clicking a box indicating your acceptance, by executing an Order Form or other document that references this Agreement, or by accessing or using the RouteHQ Services—you agree to be bound by the terms and conditions herein. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms.
2.1 Provision of Services. RouteHQ will (a) make the Services available to Customer pursuant to this Agreement and the applicable Order Forms, (b) provide standard support for the Services to Customer at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which RouteHQ shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond RouteHQ's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving RouteHQ employees), Internet service provider failure or delay, Non-RouteHQ Application, or denial of service attack.
2.2 Protection of Customer Data. RouteHQ will maintain industry-standard administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data. Those safeguards will include measures for preventing access, use, modification, or disclosure of Customer Data by RouteHQ personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as expressly permitted in writing by Customer. If RouteHQ processes any personal data on Customer's behalf, such processing will be in accordance with the RouteHQ Data Processing Agreement (DPA), which incorporates requirements from global data protection laws including the GDPR, CCPA/CPRA, and the Nigeria Data Protection Regulation (NDPR), and is hereby incorporated by reference.
2.3 Beta Services. From time to time, RouteHQ may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. RouteHQ may discontinue Beta Services at any time in its sole discretion and may never make them generally available.
3.1 Subscriptions and Users. Unless otherwise specified in the applicable Order Form, (a) Services are purchased as user subscriptions and may be accessed by no more than the specified number of Users, (b) a User's password may not be shared with any other individual, and (c) a User subscription may be reassigned to a new individual replacing one who no longer requires ongoing use of the Services.
3.2 Acceptable Use. Customer will not, and will not permit any User to: (a) make any Service available to, or use any Service for the benefit of, anyone other than Customer or Users; (b) sell, resell, license, sublicense, distribute, make available, rent, or lease any Service; (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use a Service to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (f) attempt to gain unauthorized access to any Service or its related systems or networks; (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit; or (h) reverse engineer, decompile, translate, or disassemble any Service (to the extent such restriction is permitted by law).
3.3 API Usage Restrictions. If Customer accesses the RouteHQ API, Customer agrees not to: (a) exceed the rate limits outlined in the Documentation; (b) use the API in a manner that constitutes excessive or abusive usage, as determined by RouteHQ in its reasonable discretion; or (c) use the API to replicate or compete with the core products or services offered by RouteHQ.
4.1 Third-Party Integrations. The Services may contain features designed to interoperate with Third-Party Applications (e.g., WhatsApp, Instagram, X, Shopify). To use such features, Customer may be required to obtain access to such Third-Party Applications from their providers. If the provider of a Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Service features on reasonable terms, RouteHQ may cease providing those features without entitling Customer to any refund, credit, or other compensation.
4.2 Data Exchange. If Customer installs or enables a Third-Party Application for use with a Service, Customer grants RouteHQ permission to allow the provider of that Third-Party Application to access Customer Data as required for the interoperation of that Third-Party Application with the Service. RouteHQ is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by a Third-Party Application.
5.1 Invoicing and Payment. Customer will provide RouteHQ with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to RouteHQ. If Customer provides credit card information, Customer authorizes RouteHQ to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.
5.2 Upgrades and Downgrades. If Customer upgrades their subscription plan or adds additional Users during a billing cycle, a prorated fee will be charged to the Customer's payment method on file. Downgrading a subscription plan may cause the loss of features or capacity; RouteHQ does not accept any liability for such loss. Downgrade requests will take effect at the start of the next billing cycle. No refunds will be issued for partial months of service upon a downgrade.
5.3 Overdue Charges. If any invoiced amount is not received by RouteHQ by the due date, then without limiting RouteHQ's rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) RouteHQ may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.1.
5.4 Suspension of Service. If any amount owing by Customer under this or any other agreement for RouteHQ services is 30 or more days overdue, RouteHQ may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations so that all such obligations become immediately due and payable, and suspend RouteHQ services to Customer until such amounts are paid in full.
5.5 Taxes. RouteHQ's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.
6.1 RouteHQ Intellectual Property. RouteHQ and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related intellectual property rights. The RouteHQ name, the RouteHQ logo, and the product names associated with the Services are trademarks of RouteHQ or third parties, and no right or license is granted to use them.
6.2 Customer Data Ownership. Customer retains all right, title, and interest in and to all Customer Data. Customer grants RouteHQ a worldwide, limited-term license to host, copy, transmit, and display Customer Data as reasonably necessary for RouteHQ to provide the Services in accordance with this Agreement.
6.3 Aggregated Analytics. RouteHQ may collect and use aggregated and anonymized data derived from Customer's use of the Services for its internal business purposes, including to improve the Services, provided that such data does not identify Customer or any individual User.
6.4 Feedback. Customer grants RouteHQ a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of the Services.
7.1 Definition. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of RouteHQ includes the Services, Documentation, and pricing.
7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements containing protections not materially less protective than those herein.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
8.1 Mutual Warranties. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 RouteHQ Warranties. RouteHQ warrants that during an applicable subscription term (a) this Agreement, the Order Forms, and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, and (b) the Services will perform materially in accordance with the applicable Documentation.
8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BETA SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
9.1 Indemnification by RouteHQ. RouteHQ will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of a Service in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (a "Claim Against Customer"), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by RouteHQ in writing of, a Claim Against Customer. If RouteHQ receives information about an infringement or misappropriation claim, RouteHQ may in its discretion and at no cost to Customer (i) modify the Service so that it no longer infringes, (ii) obtain a license for Customer's continued use of that Service, or (iii) terminate Customer's subscriptions for that Service upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term.
9.2 Indemnification by Customer. Customer will defend RouteHQ against any claim, demand, suit, or proceeding made or brought against RouteHQ by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, or arising from Customer's use of the Services in violation of the Agreement (a "Claim Against RouteHQ"), and will indemnify RouteHQ from any damages, attorney fees, and costs finally awarded against RouteHQ as a result of, or for any amounts paid by RouteHQ under a settlement approved by Customer in writing of, a Claim Against RouteHQ.
10.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
11.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
11.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.
11.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
11.4 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 11.3, RouteHQ will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by RouteHQ in accordance with Section 11.3, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of its obligation to pay any fees payable to RouteHQ for the period prior to the effective date of termination.
11.5 Customer Data Portability and Deletion. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, RouteHQ will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, RouteHQ will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
12.1 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Wilmington, Delaware before one arbitrator.
12.2 Exceptions. Nothing in this Agreement shall be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as is necessary to protect either party's name, proprietary information, trade secrets, know-how, or any other intellectual property rights.
12.3 Class Action Waiver. Both parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
13.1 Export Compliance. The Services, other technology RouteHQ makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list.
13.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between RouteHQ and Customer regarding Customer's use of Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation is void.
13.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
13.4 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim, which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
13.5 Governing Law and Jurisdiction. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.