RouteMetrics.ai — Terms & Conditions

These Terms & Conditions ("Terms") constitute a legally binding agreement between Route Metrics Ai LLC ("Company," "we," "our," or "us") and the business entity you represent ("Customer," "you," or "your") governing access to and use of RouteMetrics.ai websites, dashboards, mobile apps, APIs, and related products or services (collectively, the "Services").

1. Definitions

• Account: A registration profile enabling you to access the Services.
• Connected Bank Account: A financial account that you authorize Plaid to connect to the Services.
• Content: All data, text, files, and materials uploaded to or generated by the Services.
• Fleet Data: Operational information such as VINs, maintenance logs, driver details, loan documents, and transaction histories.

2. Acceptance & Changes

By creating an Account, clicking an "I Agree" button, or using the Services, you accept these Terms and any policies referenced (including our Privacy Policy).

We may update the Terms from time to time. Material changes will be posted in-dashboard or emailed at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.

3. Eligibility & Business Use Only

• U.S. Businesses: You must be domiciled in the United States with a valid EIN.
• Authority: The natural person accepting these Terms must have full authority to bind the Customer entity.
• Third-Party Services: You agree to provide accurate information and follow the terms presented by Plaid and your financial institution.
• No Consumers: You will not use the Services for personal, family, or household purposes. Any personal-use Account is subject to immediate termination.

4. Our Role & Third-Party Financial Services

• Not a Bank: Company is a software platform and does not open or hold bank accounts, accept deposits, or issue cards.
• Bank Connections: Plaid enables you to connect accounts held at third-party financial institutions. Your institution continues to hold and service those accounts.
• Data Access: You authorize Plaid and Company to access the account information you select for the purposes described in our Privacy Policy. You may disconnect an account at any time.
• No Deposit Insurance Representation: Account balances displayed by Company remain at your financial institution. Company does not provide or determine FDIC insurance.

5. Customer Obligations

• Accurate Information: Keep all business, ownership, and contact details current.
• Security: Maintain commercially reasonable safeguards (password hygiene, MFA, device security) and notify Company of any unauthorized access.
• Permitted Use: Use the Services solely for lawful fleet-related business purposes. You may not:
  • Engage in illegal, deceptive, or abusive activity;
  • Infringe intellectual-property or privacy rights;
  • Introduce malware, interfere with networks, or circumvent security;
  • Resell or sublicense the Services without written consent.
• Compliance: You are responsible for complying with all federal, state, and local laws governing your fleet, finances, payroll, and taxes.

6. License & Intellectual Property

Company grants you a limited, non-exclusive, non-transferable, revocable license to use the Services during the Term. Company retains all rights not expressly granted.

You grant Company a license to use Fleet Data solely to provide and improve the Services, comply with law, and enforce these Terms.

7. Confidentiality

Each party must protect the other's non-public information with the same care it applies to its own (but at least reasonable care) and may use it only as permitted by these Terms or required by law.

8. Term & Termination

• Term: These Terms remain in effect until terminated by either party.
• Termination for Convenience: You may close your Account at any time via dashboard or written notice. Company may terminate with 30 days' notice.
• Termination for Cause: Company may suspend or terminate immediately if you breach these Terms, engage in prohibited activity, or pose undue risk.
• Effect: Upon termination, your access ceases and outstanding subscription or service fees become immediately due. Disconnecting Company does not close accounts held at your financial institution.

9. Disclaimer of Warranties

The Services are provided "AS IS" and "AS AVAILABLE." Company disclaims all warranties—express, implied, or statutory—including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability. You assume all risk arising from your use.

10. Limitation of Liability

To the maximum extent permitted by law:

• Indirect Damages: Company is not liable for any indirect, incidental, special, consequential, or punitive damages (including lost profits, revenues, data, or goodwill), even if advised of the possibility.
• Cap: Company's aggregate liability for any claim relating to the Services will not exceed the greater of (a) total fees you paid Company in the 12 months preceding the claim or (b) $10,000.
• Exceptions: The above limitations do not apply to liabilities that cannot be limited by law.

11. Indemnification

You will indemnify and hold harmless Company, its affiliates, officers, directors, employees, and agents from any third-party claim, loss, or expense (including reasonable attorneys' fees) arising out of:

• Your breach of these Terms;
• Your Content or Fleet Data;
• Your violation of law or third-party rights;
• Any fraudulent, negligent, or willful misconduct by you or your personnel.

12. Governing Law & Dispute Resolution

• Law: These Terms are governed by the laws of the State of Delaware without regard to conflict-of-law principles.
• Venue: Except for claims subject to arbitration, the state or federal courts in New Castle County, Delaware have exclusive jurisdiction, and the parties consent to personal jurisdiction there.
• Arbitration (Optional Fast-Track): If both parties agree in writing, any dispute may be submitted to binding arbitration under the Commercial Rules of the American Arbitration Association in Wilmington, Delaware. Judgment on any award may be entered in court.
• Class Waiver: All disputes must be brought in each party's individual capacity; class or representative actions are not permitted.

13. Export & Sanctions Compliance

You represent you are not subject to U.S. sanctions or located in an embargoed country, and you will not use the Services in violation of U.S. export-control laws or sanctions regulations.

14. Miscellaneous

• Entire Agreement: These Terms and referenced policies constitute the entire agreement and supersede prior understandings.
• Severability: If any provision is unenforceable, the remainder remains in effect.
• Assignment: You may not assign these Terms without Company's written consent. Company may assign to an affiliate or successor.
• Force Majeure: Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, acts of war, internet outages).
• Independent Contractors: The parties are independent contractors; no partnership, joint venture, or agency is created.
• Headings: Headings are for convenience only and do not affect interpretation.
• Survival: Sections 6-12 and any provisions that by their nature should survive will survive termination.

15. Contact

Route Metrics Ai LLC
254 Chapman Rd, Ste 208 #23212
Newark, Delaware 19702, USA
✉️ legal@fleetsuite.one

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.