Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “Driver,” or “User”) and Routely LLC, a Florida limited liability company (“Routely,” “we,” “us,” or “our”). By accessing or using any of our Services, you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and “you” will refer to that entity. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or prominent notice on our Site. Your continued use of the Services after any changes constitutes acceptance of the updated Terms.

2. Description of Services

Routely provides on-demand and scheduled same-day courier and logistics services with a focus on medical, pharmaceutical, laboratory, and legal document transport in South Florida (the “Services”). Our Services include:

• Medical specimen pickup and transport between healthcare facilities, laboratories, and diagnostic centers
• Pharmaceutical delivery including specialty and cold-chain medications
• Organ and tissue transport under time-critical conditions
• Legal document courier services including court filings, contracts, and sensitive legal materials
• HIPAA-compliant transport of Protected Health Information
• Real-time tracking, chain-of-custody documentation, and proof-of-delivery

Routely operates as an independent contractor, not as an employee of any client. Routely is not a healthcare provider, pharmacy, laboratory, or legal services firm. We transport items on behalf of our clients but do not perform clinical, diagnostic, or legal services.

3. User Responsibilities

3.1 Client Responsibilities

Clients using Routely's courier services agree to:

• Provide accurate pickup and delivery information including addresses, contacts, and any special handling instructions
• Properly label, package, and prepare all items for transport in accordance with applicable regulations
• Ensure that all items tendered for delivery are legal to transport and comply with all applicable federal, state, and local laws
• Execute a Business Associate Agreement with Routely before tendering any Protected Health Information
• Maintain appropriate licenses, permits, and certifications required for the materials being transported
• Be present or ensure an authorized representative is available at the pickup location during the scheduled window
• Provide a valid payment method and maintain sufficient funds for all services rendered

3.2 Driver Responsibilities

Independent contractor drivers using the Routely platform agree to:

• Maintain a valid driver's license, vehicle registration, and automobile insurance at all times
• Complete all required Routely training and certification programs
• Handle all deliveries with professional care, maintaining chain-of-custody and following all handling instructions
• Comply with all HIPAA requirements applicable to your role as a Business Associate subcontractor
• Report any delivery incidents, accidents, or discrepancies immediately through the Routely platform
• Not subcontract, delegate, or transfer any delivery assignment without express written consent from Routely
• Maintain accurate records for tax purposes and acknowledge independent contractor status (1099)

3.3 Prohibited Uses

You may not use Routely's Services to transport:

• Illegal substances, weapons, explosives, or hazardous materials not disclosed and properly permitted
• Counterfeit goods, pirated materials, or items that infringe intellectual property rights
• Currency, negotiable instruments, or items with declared values above $10,000 without prior written agreement
• Living animals
• Any item whose transport violates federal, state, or local law

4. Payment Terms

4.1 Pricing

Service rates are provided in your service agreement or quote. Routely reserves the right to adjust pricing with 30 days' advance written notice for existing clients on ongoing service contracts. Rates for on-demand services are presented at the time of booking.

4.2 Invoicing and Payment

Business clients are invoiced weekly or monthly as specified in their service agreement. Invoices are due and payable within 15 days of the invoice date unless otherwise agreed in writing. Routely reserves the right to suspend service for accounts with outstanding balances overdue by more than 30 days.

4.3 Late Payments

Unpaid balances more than 30 days past due will accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by Florida law, whichever is less. You agree to pay all reasonable costs of collection, including attorney's fees, in the event of default.

4.4 Taxes

You are responsible for all taxes, duties, and similar charges associated with your use of the Services, except for taxes on Routely's net income. Applicable Florida sales tax will be added to invoices where required by law.

5. Cancellation Policy

Same-Day Deliveries: Cancellations made more than 60 minutes before the scheduled pickup time are free of charge. Cancellations within 60 minutes of the scheduled pickup will be charged a cancellation fee equal to 50% of the quoted delivery fee. Cancellations after a driver has been dispatched will be charged the full delivery fee.

Scheduled/Recurring Services:Cancellation of recurring service contracts requires 30 days' written notice. Early termination of a service contract may result in an early termination fee as specified in the service agreement.

Routely reserves the right to cancel any delivery if the item tendered is illegal, improperly packaged, or presents a safety risk to our drivers or the public. In such cases, no refund obligation arises.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROUTELY'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL BE LIMITED TO THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO ROUTELY IN THE THREE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

IN NO EVENT SHALL ROUTELY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ROUTELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Item Loss or Damage:Routely's liability for loss or damage to items in our custody is limited to the declared value of the item, not to exceed $500 per delivery, unless a higher declared value has been expressly agreed in writing and the applicable surcharge paid. Routely is not liable for loss or damage resulting from improper packaging by the client, inherent defects in the item, acts of God, or circumstances beyond our reasonable control.

Some jurisdictions do not allow the exclusion of certain warranties or limitations on liability. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

7. Indemnification

You agree to indemnify, defend, and hold harmless Routely LLC, its officers, directors, employees, agents, contractors, and successors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• Your use of the Services in violation of these Terms
• Your violation of any applicable law or regulation
• Your negligence, willful misconduct, or fraud
• Any claim by a third party arising from the nature of the items you tendered for delivery
• Your breach of any representation, warranty, or obligation under these Terms
• Your failure to properly package, label, or prepare items for transport

8. HIPAA and Regulatory Compliance

Healthcare clients acknowledge that Routely operates as a Business Associate under HIPAA and agree to execute a Business Associate Agreement prior to tendering any Protected Health Information for transport. Failure to execute a BAA before sharing PHI constitutes a material breach of these Terms.

Each party agrees to comply with all applicable federal and Florida state laws governing the transport, handling, and confidentiality of medical materials, including HIPAA, the HITECH Act, and regulations promulgated by the Florida Department of Health.

9. Intellectual Property

All content on the Routely Site and platform, including text, graphics, logos, software, and data compilations, is the property of Routely LLC or its licensors and is protected by United States and Florida copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without express written permission from Routely.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law provisions. You agree that any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

11. Dispute Resolution

Informal Resolution: Before initiating formal proceedings, you agree to contact Routely at legal@routelypro.com to describe your dispute and allow 30 days for good-faith resolution.

Binding Arbitration:If informal resolution fails, all disputes shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, with the arbitration to be conducted in Broward County, Florida. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: You waive any right to participate in a class action lawsuit or class-wide arbitration against Routely.

Exceptions: Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

12. Warranties and Disclaimer

ROUTELY PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Routely does not warrant that the Services will be uninterrupted, error-free, or that any delivery will be completed within any specific time frame, except as expressly committed in writing for specific STAT or time-guaranteed services.

13. Miscellaneous

Entire Agreement: These Terms, together with any executed service agreement and BAA, constitute the entire agreement between you and Routely and supersede all prior discussions and agreements.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

Assignment:You may not assign your rights or obligations under these Terms without Routely's prior written consent. Routely may assign these Terms in connection with a merger, acquisition, or sale of assets.

14. Contact