ROUTE HERO MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (“Agreement”) is entered into between Southlake Software LLC, doing business as Route Hero, a Texas limited liability company (“Route Hero”), and the customer identified on the applicable Order Form (“Customer”).
This Agreement governs Customer’s access to and use of Route Hero’s software platform, mobile applications, APIs, payment integrations, reporting tools, communication tools, artificial intelligence features, and related services.
Route Hero reserves the right to unilaterally amend all terms and conditions of this Agreement. All changes, amendments and modifications will become effective 30 days after the changes have been posted on Route Hero’s website or after providing notice to the Customer, whichever comes first.
ARTICLE 1 – DEFINITIONS
“Affiliate” means any entity controlling, controlled by, or under common control with a party.
“Customer Data” means all data, records, information, images, documents, customer records, service history, invoices, technician information, routing information, communications, and other information submitted by Customer.
“Documentation” means Route Hero user guides, training materials, knowledge base articles, and related materials.
“Order Form” means any proposal, quote, order form, subscription agreement, or other ordering document executed by the parties.
“Platform” means the Route Hero software platform and all related services.
“Subscription Term” means the initial twelve (12) month term of the Growth Plan and each twelve (12) month renewal term.
ARTICLE 2 – SERVICES
Route Hero shall provide Customer access to the Platform during the Subscription Term.
Services may include:
- CRM functionality
- Scheduling
- Routing
- Invoicing
- Customer communications
- Payment processing integrations
- Reporting
- Mobile applications
- Artificial intelligence features
- Automations
- APIs
- Third-party integrations
Route Hero may modify, improve, update, or replace Platform functionality from time to time.
Customer acknowledges that Route Hero is a continuously evolving software platform.
Route Hero may modify, add, discontinue, or replace features, functionality, workflows, user interfaces, automations, reports, integrations, and AI functionality at any time in its reasonable discretion.
ARTICLE 3 – SUBSCRIPTION PLANS
3.1 Growth Plan
Growth Plan subscriptions have an initial twelve (12) month term, whether Customer pays monthly or annually.
Growth Plan subscriptions automatically renew for successive twelve-month terms unless Customer cancels through the Platform at any time before the renewal date.
A cancellation takes effect at the end of the then-current Subscription Term.
3.2 Suspension and Closure by Route Hero
Route Hero may suspend Customer’s access to the Platform, or close Customer’s account, at any time in its sole discretion, including for non-payment or for violation of this Agreement.
Route Hero will notify Customer by email when it suspends or closes Customer’s account.
ARTICLE 4 – FEES AND PAYMENT
Customer shall pay all fees identified in the applicable Order Form.
Fees may include:
- Subscription fees
- Implementation fees
- Training fees
- Add-on services
- Premium support fees
- Communication fees
- Payment-related fees
- Credit card surcharges
All fees are non-refundable unless expressly stated otherwise.
Customer authorizes Route Hero to store the payment method Customer provides and to charge it automatically for all fees as they come due, including each renewal and the first charge following any free trial period, until Customer cancels or replaces that payment method. Where the payment method is a bank account, Customer authorizes Route Hero to debit that account electronically for those amounts.
Where Customer pays by credit card, Route Hero may add a surcharge of up to three percent (3%) of the amount charged, not to exceed Route Hero’s cost of accepting the card. The surcharge is shown to Customer before payment and on the invoice. No surcharge applies to a payment made by debit card or bank account, or where a surcharge is prohibited by law.
Past-due balances may accrue interest at the lesser of:
- (a) 1.5% per month; or
- (b) the maximum rate allowed by law.
ARTICLE 5 – EARLY TERMINATION
Growth Plan
If Customer terminates a Growth Plan prior to expiration of the then-current term for reasons other than Route Hero’s uncured material breach, Customer shall pay an early termination fee equal to three (3) months of subscription fees. The parties agree this is a reasonable estimate of Route Hero’s damages and not a penalty.
ARTICLE 6 – CUSTOMER RESPONSIBILITIES
Customer shall:
- Maintain accurate information
- Maintain internet connectivity
- Maintain secure credentials
- Train users appropriately
- Comply with applicable laws
- Cooperate with support requests
Customer remains solely responsible for business decisions made using the Platform.
ARTICLE 7 – CUSTOMER DATA
Customer retains ownership of all Customer Data.
Customer grants Route Hero a limited license to host, process, store, display, transmit, and analyze Customer Data solely for purposes of providing the Platform.
Route Hero shall not sell Customer Data.
ARTICLE 8 – AGGREGATED DATA
Route Hero may create and use anonymized, aggregated, de-identified data derived from Customer Data.
Such aggregated data may be used for:
- Product development
- Analytics
- Benchmarking
- Industry reporting
- Machine learning
- Artificial intelligence training
- Operational improvements
No aggregated data shall identify Customer.
ARTICLE 9 – ROUTE HERO INTELLECTUAL PROPERTY
Route Hero retains all ownership of:
- Software
- Source code
- APIs
- Trademarks
- Trade secrets
- Documentation
- AI systems
- Automations
- Workflows
- Reports
- Platform features
No ownership rights are transferred to Customer. Any actual or implied license to use Route Hero’s intellectual property automatically terminates upon termination of this Agreement.
ARTICLE 10 – ACCEPTABLE USE
Customer shall not:
- Reverse engineer the Platform
- Attempt unauthorized access
- Introduce malicious code
- Resell the Platform
- Circumvent security measures
- Use the Platform unlawfully or for an unlawful purpose
- Distribute the Platform
- Use the Platform to commit fraud or other deceptive behavior
In its sole discretion, Route Hero may suspend accounts violating this section.
ARTICLE 11 – LIMITATION OF DAMAGES, TIME TO BRING A CLAIM, CHOICE OF LAW
ROUTE HERO MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED ON THE PLATFORM AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN CONSIDERATION OF THE CHARGES SPECIFIED, ROUTE HERO’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST ROUTE HERO FOR THE FAILURE OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT, SHALL BE LIMITED TO A REFUND OF THE AMOUNTS PAID TO ROUTE HERO IN THE THREE MONTHS PERIOD PRIOR TO THE BREACH OF CONTRACT BY ROUTE HERO. IN NO EVENT SHALL ROUTE HERO BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUES, PROFITS, OR GOODWILL OF ANY KIND, WHETHER OR NOT ROUTE HERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES COULD HAVE BEEN OR ACTUALLY WERE CONTEMPLATED BY THE PARTIES. CUSTOMER HAS SIXTY (60) DAYS FROM THE OCCURRENCE OF THE BREACH TO PROVIDE WRITTEN NOTICE TO ROUTE HERO OF ANY BREACH OF THIS AGREEMENT; OTHERWISE, ALL SUCH CLAIMS ARE BARRED AND, ADDITIONALLY, MAY NOT BE USED BY CUSTOMER AS A SETOFF OR OFFSET.
ROUTE HERO SHALL NOT BE LIABLE, NOR SHALL ANY CREDIT ALLOWANCE OR OTHER REMEDY BE EXTENDED TO CUSTOMER, FOR ANY FAILURE OF PERFORMANCE OF THE PLATFORM OR SOFTWARE DUE TO CAUSES BEYOND ROUTE HERO’S REASONABLE CONTROL (“FORCE MAJEURE EVENT”). IN THE EVENT ROUTE HERO IS UNABLE TO DELIVER SERVICE AS A RESULT OF A FORCE MAJEURE EVENT, CUSTOMER SHALL NOT BE OBLIGATED TO PAY ROUTE HERO FOR THE AFFECTED SERVICE FOR SO LONG AS ROUTE HERO WAS UNABLE TO DELIVER THE AFFECTED SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL OR TO PARTICIPATE IN OR BRING CLAIMS AGAINST ROUTE HERO AS PART OF A CLASS ACTION LAWSUIT.
THIS AGREEMENT AND ALL ANCILLARY AND RELATED AGREEMENTS SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CHOICE OF LAW RULES, AND JURISDICTION SHALL LIE EXCLUSIVELY IN THE STATE OR FEDERAL COURTS OF TEXAS.
ARTICLE 12 – TEXT MESSAGES
The Platform may send SMS and email notifications related to scheduled or requested service, such as appointment reminders and alerts when a technician is en route or has arrived. These messages are transactional, not marketing.
Customer is responsible for ensuring that recipients of messages sent through the Platform have provided appropriate consent to be contacted.
Recipients may reply STOP to any text message to opt out at any time, or reply HELP for assistance. Message and data rates may apply, and message frequency varies based on service activity.
EXHIBIT A
SUBSCRIPTION PLANS, PRICING, BILLING, AND COMMERCIAL TERMS
This Exhibit A forms part of the Route Hero Master Subscription Agreement (“MSA”) between Southlake Software LLC, doing business as Route Hero (“Route Hero”) and Customer.
Route Hero may update pricing, packaging, features, and service offerings from time to time in accordance with the MSA.
1. SUBSCRIPTION PLANS
Route Hero offers the following subscription option:
1.1 Growth Plan
The Growth Plan is a one-year commitment.
Features:
- Twelve (12) month subscription term
- Monthly or annual billing
- Standard support
- Access to generally available Platform features
Term: Twelve (12) months, whether Customer pays monthly or annually.
Renewal: Automatically renews for successive twelve (12) month periods unless Customer cancels through the Platform at any time before the renewal date. A cancellation takes effect at the end of the then-current term.
Early Termination Fee: If Customer terminates before expiration of the applicable term for reasons other than Route Hero’s uncured material breach, Customer shall pay an early termination fee equal to three (3) months of subscription fees.
2. IMPLEMENTATION SERVICES
Route Hero may provide implementation services including:
- Data migration
- Account configuration
- User setup
- Payment processor setup
- Workflow configuration
- Integration setup
- Training services
Implementation fees, if applicable, shall be identified on the applicable Order Form.
Unless otherwise agreed in writing:
- Implementation fees are non-refundable.
- Professional services fees are non-refundable.
3. TRAINING SERVICES
Training services may include:
- Remote onboarding
- Virtual training
- Administrative training
- Technician training
- Workflow consulting
Training fees shall be identified on the applicable Order Form.
Unused training sessions may expire after twelve (12) months.
4. ADDITIONAL USERS
Subscription plans may include a specified number of users.
Additional users may be billed separately at rates identified on the applicable Order Form or current pricing schedule.
Customer shall not intentionally exceed licensed user limits.
5. COMMUNICATION CHARGES
Certain Platform functionality may generate additional costs.
Examples include:
- SMS messages
- Email campaigns
- Phone services
- Postcard services
- Third-party communication services
Such fees may be billed separately.
Customer agrees to pay all applicable communication-related charges.
6. PAYMENT PROCESSING FEES
Route Hero may facilitate integrations with third-party payment processors.
Processing fees are determined by applicable processor agreements and are not controlled by Route Hero.
Route Hero may receive compensation from payment processing partners.
Such compensation shall not increase Customer’s processor fees unless otherwise disclosed.
7. FUTURE PRODUCTS AND FEATURES
Subscription fees generally include access to standard Platform functionality.
Route Hero may introduce:
- Premium features
- Enterprise functionality
- Add-on modules
- Artificial intelligence features
- Advanced reporting
- New integrations
Route Hero reserves the right to charge additional fees for such offerings.
8. BETA FEATURES
Customer acknowledges that access to Beta Services may be provided separately and may be governed by the Route Hero Beta Program Agreement.
Beta Services may be:
- Added
- Modified
- Restricted
- Removed
without notice.
Participation in a Beta Program does not guarantee future access or pricing.
9. INVOICING
Route Hero may invoice:
- Monthly
- Annually
- Pursuant to custom billing schedules
Invoices shall be due according to the payment terms specified on the applicable Order Form.
Failure to pay invoices may result in:
- Service suspension
- Service termination
- Collection activity
10. PRICE CHANGES
Route Hero may modify pricing upon renewal of a Subscription Term.
Route Hero shall provide reasonable advance notice of material pricing changes.
Pricing changes shall not affect the then-current Subscription Term unless otherwise agreed.
11. TAXES
Customer shall be responsible for all taxes associated with services provided under the Agreement, excluding taxes based upon Route Hero’s net income.
Applicable taxes may include:
- Sales tax
- Use tax
- Value-added tax
- Similar governmental assessments
12. SERVICE LEVEL AGREEMENT
Platform availability and support commitments are governed by the Route Hero Service Level Agreement (“SLA”).
The SLA is incorporated into the MSA by reference.
13. ORDER OF PRECEDENCE
In the event of a conflict:
- Executed Order Form
- MSA
- Data Processing and Privacy Addendum
- SLA
- Beta Program Agreement
- Pricing schedules
shall control in that order.
14. COMMERCIAL FLEXIBILITY
Route Hero reserves the right to offer:
- Promotional pricing
- Pilot programs
- Beta pricing
- Enterprise pricing
- Strategic partner pricing
- Grandfathered pricing
at its discretion.
Nothing in this Exhibit requires Route Hero to offer identical pricing to all customers.
EXHIBIT B
DATA PROCESSING AND PRIVACY ADDENDUM
This Data Processing and Privacy Addendum (“DPA”) forms part of the Southlake Software LLC, doing business as Route Hero, Master Subscription Agreement (“MSA”) and governs the collection, processing, storage, transmission, use, and protection of Customer Data by Southlake Software LLC, doing business as Route Hero (“Route Hero”).
In the event of a conflict between this Addendum and the MSA, this Addendum shall govern with respect to data processing matters.
1. DEFINITIONS
1.1 Customer Data
“Customer Data” means all information submitted, uploaded, imported, transmitted, or otherwise provided by Customer through the Platform, including:
- Customer records
- Service records
- Scheduling information
- Route information
- Technician information
- Customer communications
- Invoices
- Payment-related information
- Images
- Documents
- Notes
- Property information
- Business records
1.2 Personal Information
“Personal Information” means information capable of identifying an individual, including:
- Names
- Addresses
- Phone numbers
- Email addresses
- Payment-related information
- Other information protected under applicable privacy laws.
1.3 Aggregated Data
“Aggregated Data” means information derived from Customer Data that:
- Has been anonymized;
- Has been de-identified; and
- Cannot reasonably identify Customer or any individual.
2. OWNERSHIP OF DATA
Customer retains all ownership rights to Customer Data.
Nothing in this Agreement transfers ownership of Customer Data to Route Hero.
Route Hero obtains only the limited rights necessary to provide the Platform and related services.
3. LICENSE TO PROCESS DATA
Customer grants Route Hero a limited, non-exclusive, worldwide license to:
- Host Customer Data
- Store Customer Data
- Process Customer Data
- Display Customer Data
- Transmit Customer Data
- Backup Customer Data
- Analyze Customer Data
solely for purposes of:
- (a) providing services;
- (b) maintaining the Platform;
- (c) supporting Customer;
- (d) improving the Platform; and
- (e) complying with legal obligations.
4. AGGREGATED DATA RIGHTS
Route Hero may create, use, store, analyze, and commercialize Aggregated Data.
Aggregated Data may be used for:
- Product development
- Industry benchmarking
- Analytics
- Reporting
- Artificial intelligence training
- Machine learning
- Business intelligence
- Operational improvements
Route Hero shall not identify Customer within Aggregated Data.
Aggregated Data shall be owned exclusively by Route Hero.
5. CUSTOMER RESPONSIBILITIES
Customer represents and warrants that:
- Customer has the right to provide Customer Data.
- Customer has obtained all necessary permissions.
- Customer’s use of the Platform complies with applicable laws.
- Customer will not submit unlawful information.
Customer remains solely responsible for:
- Data accuracy
- Data quality
- Data legality
- Required customer notices
- Required consents.
6. SECURITY MEASURES
Route Hero shall maintain commercially reasonable safeguards designed to protect Customer Data.
Such safeguards may include:
- Access controls
- Authentication procedures
- Encryption technologies
- Backup systems
- Monitoring systems
- Network security controls
Customer acknowledges that no system can guarantee absolute security. While Route Hero is dedicated to securing its systems and services, Customer is responsible for securing and maintaining the privacy of Customer’s password(s) and account or profile registration information and verifying that the Personal Information Route Hero maintains about Customer is accurate and current.
7. SECURITY INCIDENTS
If Route Hero becomes aware of a confirmed security incident materially affecting Customer Data, Route Hero shall use commercially reasonable efforts to notify Customer within a reasonable period following confirmation.
Notification may be delayed if required by law or law enforcement.
Route Hero shall take commercially reasonable steps to investigate and mitigate confirmed incidents.
8. DATA RETENTION
During the Subscription Term, Route Hero may retain Customer Data necessary to provide services.
Following closure of Customer’s account:
- Route Hero retains Customer Data for ninety (90) days.
- Customer may request export of Customer Data during those ninety (90) days.
- Route Hero thereafter deletes Customer Data.
- Certain information may be retained as required by law, security requirements, fraud prevention, backup systems, or dispute resolution.
9. CUSTOMER DATA EXPORT
Upon written request during an active subscription or within ninety (90) days after Customer’s account is closed, Route Hero shall provide Customer with a commercially reasonable export of Customer Data.
Route Hero may charge reasonable fees for extraordinary export requests.
Route Hero shall not be obligated to maintain specialized export formats.
10. PAYMENT DATA
Route Hero is not a payment processor.
Payment transactions may be processed through third-party providers.
Route Hero does not assume responsibility for:
- Card network operations
- Processor decisions
- Chargebacks
- Settlement timing
- Banking operations
- Actions/inactions/omissions of payment processors.
Customer’s relationship with payment processors is governed by applicable processor agreements.
11. ARTIFICIAL INTELLIGENCE FEATURES
Customer acknowledges that certain Platform features may utilize:
- Artificial intelligence
- Machine learning
- Predictive analytics
- Automation technologies
Customer authorizes Route Hero to process Customer Data as necessary to provide such functionality.
Customer remains responsible for validating outputs generated by AI systems.
12. SUBPROCESSORS
Route Hero may utilize third-party subprocessors including:
- Cloud hosting providers
- Payment processors
- SMS providers
- Email providers
- Mapping providers
- Artificial intelligence providers
- Analytics providers
Customer authorizes Route Hero to engage such subprocessors as reasonably necessary to provide services. Customer acknowledges that Route Hero does not control or manage such third-party subprocessors. Customer agrees that Route Hero is not responsible or liable for the actions/inactions/omissions of third-party subprocessors.
Route Hero shall remain responsible for managing its relationships with authorized subprocessors.
13. COMPLIANCE WITH LAW
Each party shall comply with laws applicable to its own activities.
Route Hero does not represent that the Platform satisfies all legal obligations applicable to Customer’s business.
Customer remains responsible for legal compliance relating to:
- Consumer protection laws
- Employment laws
- Tax obligations
- Industry-specific regulations
- Privacy disclosures
14. LIMITATION OF LIABILITY
This Addendum is subject to the liability limitations contained in the MSA.
To the maximum extent permitted by law, Route Hero shall not be liable for:
- Lost profits
- Lost revenue
- Lost customers
- Business interruption
- Indirect damages
- Consequential damages arising from data processing activities
- Exemplary or punitive damages.
15. SURVIVAL
The following sections shall survive termination:
- Ownership of Data
- Aggregated Data Rights
- Liability Limitations
- Compliance Obligations
- Dispute Resolution
16. INCORPORATION
This Addendum is incorporated into and governed by the Route Hero Master Subscription Agreement.
Except as modified herein, the MSA remains in full force and effect.