The agreement between Ivy Group LLC and companies that use Ivy RouteOps
Effective date: [EFFECTIVE DATE]
Version: [VERSION]
These Terms of Service (the "Terms") are a contract between Ivy Group LLC, a [STATE OF ORGANIZATION] limited liability company ("Ivy," "we," "us," or "our"), and the company that signs up for Ivy RouteOps ("Customer," "you," or "your"). Please read them carefully.
By clicking "I agree," creating an account, or using RouteOps, the person doing so confirms that they have authority to accept these Terms on behalf of the Customer, and the Customer agrees to be bound by them. If you do not have that authority, or you do not agree, do not use RouteOps.
2.1 Your account. You must give us accurate and complete company and contact information and keep it up to date.
2.2 Authorized Users. You may let your employees, contractors and drivers use the Service as Authorized Users. You decide who gets access and what role each person has. You are responsible for everything your Authorized Users do in the Service, and for making sure they follow these Terms.
2.3 Log-in security. Each Authorized User must have their own log-in. Log-ins may not be shared. You must keep passwords confidential and tell us promptly at support@ivyrouteops.com if you believe an account has been accessed without permission.
2.4 Account administrator. The person who accepts these Terms (or another person you name) is your account administrator. We may rely on instructions from your account administrator as instructions from you.
2.5 Eligibility. The Service is for businesses only. It is not for personal, family or household use. Authorized Users must be at least 18 years old.
3.1 Plans and prices. Fees are charged per Territory, on a weekly or monthly billing interval, at the prices in your Order. Your fee for each billing period is generally the per-Territory price multiplied by the number of active Territories in your account, plus any add-on features.
3.2 Setup fee. A one-time setup (onboarding) fee may apply, as shown in your Order. The setup fee is [NON-REFUNDABLE / REFUNDABLE IF CANCELLED BEFORE ___] once onboarding work has started.
3.3 Free trial. New customers may receive a 7-day free trial (or a different first-charge date shown in your Order). If you do not cancel before the trial ends, your Subscription starts automatically and your payment method will be charged.
3.4 Automatic renewal. Your Subscription renews automatically at the end of each billing period (each week or each month) until it is cancelled. By providing a payment method you authorize Ivy, through its payment processor, to charge that payment method for each renewal, for setup fees, and for any other fees in your Order, without further approval from you.
3.5 Changes in Territory count. If you add a Territory, your fees go up from the date it is added. If you ask to remove (archive) a Territory, Ivy will confirm the request, and your fees go down from the date Ivy confirms it. Charges for partial periods may be prorated by our payment processor. Ivy may confirm your Territory count against your account at any time.
3.6 Payment methods. We accept credit and debit cards and US bank account (ACH) payments through Stripe, our payment processor. Ivy does not store your full card or bank account number. Your use of Stripe is also subject to Stripe's own terms.
3.7 Taxes. Fees do not include taxes. You are responsible for any sales, use, value-added or similar taxes on your purchase, other than taxes on Ivy's income. [ATTORNEY/ACCOUNTANT: confirm whether SaaS sales tax must be collected in the states where customers are located.]
3.8 Failed or late payments. If a payment fails or is late, we will try to contact you and our payment processor may retry the charge. If a payment remains unpaid for [14] days after we notify you, we may suspend the Service (see Section 10) until the balance is paid. Overdue amounts may accrue a late charge of [1.5% per month or the highest rate allowed by law, whichever is lower]. [ATTORNEY: decide whether to charge late fees at all.] You agree to pay reasonable costs of collecting overdue amounts.
3.9 Price changes. We may change our prices. We will give you at least [30] days' notice by email or in the Service before a price change applies to you. The new price applies starting with your next billing period after the notice period ends. If you do not agree to the new price, you may cancel before it takes effect.
3.10 No refunds. Except where required by law or stated in your Order, fees are non-refundable, including for partial billing periods, unused Territories, or unused features. [ATTORNEY: confirm refund policy.]
3.11 Disputes about charges. If you believe a charge is wrong, tell us at support@ivyrouteops.com within [60] days of the charge. We will review it in good faith.
4.1 Our grant to you. Subject to these Terms and payment of fees, Ivy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during your Subscription to access and use the Service, and to let your Authorized Users do the same, solely for your internal business operations.
4.2 Restrictions. You will not, and will not allow anyone else to:
4.3 Confidentiality of the Service. The Service — including its software, screens, layouts, workflows, reports, calculations, models, documentation, and Ivy's pricing and commercial terms offered to you — is Ivy's confidential information. You will keep it confidential, use it only to use the Service, and share it only with Authorized Users who need it and are bound by confidentiality duties at least as protective as these. This does not apply to information that is public through no fault of yours, that you already lawfully knew, or that you independently developed without using Ivy's information.
4.4 Ivy owns the Service. Ivy and its licensors own all rights, title and interest in the Service, including all improvements and all intellectual property rights. No rights are granted to you except as expressly stated in these Terms.
4.5 Feedback. If you give us suggestions or feedback, we may use them freely without any obligation to you.
5.1 You own your data. As between you and Ivy, you own your Customer Data, including Driver Data.
5.2 Our use of your data. You grant Ivy a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit and display Customer Data only as needed to provide, maintain, secure, support and improve the Service, to prevent or address technical or security problems, to comply with law, and as otherwise described in our Privacy Policy. When we process Driver Data, we do so on your behalf and under your instructions, as your service provider.
5.3 Aggregated and de-identified data. Ivy may create and use aggregated or de-identified data derived from use of the Service (for example, overall usage statistics or benchmarks) that does not identify you, your drivers, or any individual. Ivy owns that aggregated data and may use it for any lawful purpose, including improving the Service. We will not try to re-identify it.
5.4 We do not sell your data. Ivy does not sell Customer Data or Driver Data.
5.5 Security. Ivy uses reasonable administrative, technical and physical safeguards designed to protect Customer Data, including role-based access controls that separate each customer's data from other customers. No system is perfectly secure, and Ivy does not guarantee that unauthorized access will never happen.
5.6 Security incidents. If Ivy becomes aware of unauthorized access to your Customer Data in Ivy's systems, Ivy will notify you without undue delay [and within ___ hours/days] and provide information reasonably available to help you meet any notice obligations you have. [ATTORNEY: confirm notice timing and state breach-law obligations.]
5.7 Data Processing Addendum. [ATTORNEY: decide whether a separate Data Processing Addendum is needed for customers or drivers in states with comprehensive privacy laws (e.g., California).]
6.1 Lawful collection of driver information. You are responsible for Customer Data and for how you collect it. You confirm that you have given all notices and obtained all consents and permissions required by law (and by your contracts) to collect Driver Data and to put it into the Service, and to let Ivy process it as described in these Terms. This includes, where applicable, consent from drivers before sending them text or WhatsApp messages through the Service.
6.2 Accuracy. You are responsible for the accuracy, quality and legality of Customer Data, including data you import from carrier systems or other sources.
6.3 Your own compliance. You remain solely responsible for complying with all laws and contracts that apply to your business, including your agreements with OnTrac or any other carrier, any contractor-management platform rules, independent-contractor classification rules, wage and payment laws, background-check and consumer-reporting laws, vehicle and insurance requirements, and messaging and privacy laws.
6.4 Ivy is not your employer, payroll provider or advisor. Ivy is a software provider only. Ivy is not the employer, joint employer or payroll processor of record for any of your drivers, contractors or staff, and Ivy does not pay anyone on your behalf. Pay figures, settlement calculations, fees, deductions, scorecards and reports in the Service are tools to help you — they depend on the data you and third parties provide and may contain errors or delays. You are responsible for reviewing them and for all payments you make, all tax reporting (such as 1099s), and all decisions you make about your workforce. Nothing in the Service is legal, tax, accounting or employment advice.
6.5 Your systems. You are responsible for your own devices, internet access and accounts with Third-Party Services.
7.1 The Service works with or relies on Third-Party Services, including:
7.2 Ivy does not control Third-Party Services and is not responsible for them, including their availability, accuracy, data formats, changes, or how they handle data. If a Third-Party Service changes or stops working with RouteOps, Ivy may change or remove the related features. Ivy is not affiliated with, endorsed by, or acting on behalf of OnTrac, OpenForce, FasTrac or any carrier unless we say so in writing.
7.3 Your use of a Third-Party Service is governed by your agreement with that provider.
8.1 Reasonable efforts. Ivy will use commercially reasonable efforts to keep the Service available and working, but we do not promise any specific uptime or service level. The Service may be unavailable at times, for example during maintenance, updates, outages of our hosting or other providers, or events outside our control.
8.2 Changes to the Service. We may update, add, change or remove features from time to time. If we remove a feature that is a core part of your Plan, we will try to give you reasonable notice.
8.3 Support. Support is available by email at support@ivyrouteops.com during [BUSINESS HOURS, TIME ZONE]. [ATTORNEY/OWNER: describe any phone support or response-time commitments, or state there are none.]
8.4 Backups. Ivy keeps backups for its own disaster-recovery purposes, but you should keep your own copies of any information that is important to you. You can export many reports from the Service.
9.1 Term. These Terms start when you first accept them or use the Service and continue until your Subscription ends and any data-export period has passed.
9.2 Cancel anytime. You may cancel your Subscription at any time from the Service (if available) or by emailing support@ivyrouteops.com. Cancellation takes effect at the end of your current billing period. You will not be charged again after that, and fees already paid are not refunded.
9.3 Termination by Ivy. Ivy may end these Terms or your Subscription: (a) with at least [30] days' written notice for any reason; or (b) immediately by notice if you materially break these Terms (including non-payment) and do not fix the problem within [10] days after we tell you about it, or if continuing would expose Ivy to legal liability.
9.4 What happens at the end. When your Subscription ends, your access to the Service ends. For [30] days after that, on request, Ivy will make your Customer Data available for export in a standard format (such as CSV). After that period, Ivy will delete or de-identify Customer Data within a reasonable time, except where we must keep it longer by law, for our legal or accounting records, or in routine backups (which are overwritten on a normal schedule). [ATTORNEY: confirm export window and deletion timing.]
9.5 Survival. Sections that by their nature should continue after these Terms end will continue, including Sections 3 (unpaid fees), 4.3–4.5, 5.3, 6, 11, 12, 13, 14 and 16.
Ivy may suspend some or all access to the Service, for you or for a specific Authorized User, if: (a) a payment is more than [14] days overdue after notice; (b) we reasonably believe there is a security threat, unauthorized access, or use that breaks Section 4.2 or the law; or (c) suspension is required by law or a Third-Party Service. We will try to give you notice before suspending (unless the situation is urgent) and will restore access promptly once the issue is resolved. Fees continue during a suspension caused by you.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, IVY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. IVY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT CALCULATIONS, PAY FIGURES, SCORECARDS OR REPORTS WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THOSE OF ANY CARRIER.
12.1 No indirect damages. TO THE FULLEST EXTENT ALLOWED BY LAW, IVY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS (INCLUDING LOSS OF A CARRIER CONTRACT OR TERRITORY), GOODWILL OR DATA, EVEN IF IVY WAS TOLD THEY WERE POSSIBLE.
12.2 Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, IVY'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO IVY FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.
12.3 These limits apply to every type of claim (contract, tort, negligence, or otherwise) and even if a remedy fails of its essential purpose. [ATTORNEY: confirm carve-outs, e.g. for a party's indemnity obligations, fraud, or Customer's payment obligations.]
13.1 By you. You will defend, indemnify and hold harmless Ivy and its members, managers, employees and agents from and against any third-party claims, losses, damages, fines and reasonable costs (including attorneys' fees) arising out of: (a) Customer Data, including your collection and use of Driver Data; (b) your relationship with, classification of, or payments to your drivers, contractors or staff; (c) your use of the Service in breach of these Terms or the law; or (d) your dealings with OnTrac or any other carrier or Third-Party Service.
13.2 By Ivy. [ATTORNEY: decide whether Ivy will offer a limited indemnity for third-party claims that the Service itself infringes a US patent, copyright or trademark, and the conditions and remedies for it.]
13.3 Process. The party seeking indemnity must promptly notify the other, give reasonable cooperation, and let the indemnifying party control the defense and settlement (but no settlement may impose obligations on the indemnified party without its consent, which will not be unreasonably withheld).
14.1 These Terms are governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules. [OWNER/ATTORNEY: choose the state — typically the state where Ivy Group LLC is organized or has its main office.]
14.2 Any dispute will be resolved exclusively in the state or federal courts located in [COUNTY, STATE], and each party consents to those courts' jurisdiction. [ATTORNEY: decide whether to use binding arbitration instead, and whether to include a class-action waiver.]
14.3 Before filing any claim, each party agrees to try in good faith to resolve the dispute informally for at least [30] days after written notice.
We may update these Terms from time to time. If a change is material, we will give you at least [30] days' notice by email or in the Service before it takes effect, and we may ask your account administrator to accept the updated Terms in the Service (by clicking "I agree") to keep using the Service. If you do not agree to the changes, you may cancel your Subscription before they take effect. Each version of these Terms has a version number and effective date, and Ivy keeps a record of who accepted which version and when.
16.1 Entire agreement. These Terms, your Order, and the Privacy Policy are the entire agreement between you and Ivy about the Service, and replace any prior agreements on the same subject. If an Order conflicts with these Terms, the Order controls only for that Order. Any purchase order terms you send are ignored.
16.2 Assignment. You may not assign or transfer these Terms without Ivy's written consent. Ivy may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets or the RouteOps business.
16.3 Force majeure. Neither party is responsible for delays or failures (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, outages of internet, hosting or carrier systems, labor disputes, or government action.
16.4 Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment or agency relationship.
16.5 Notices. We may send notices to the email address on your account or in the Service. You may send notices to Ivy at support@ivyrouteops.com and, for legal notices, by mail to: Ivy Group LLC, [MAILING ADDRESS].
16.6 Electronic acceptance. Clicking "I agree" in the Service is your electronic signature and has the same effect as a handwritten signature.
16.7 Severability; waiver. If any part of these Terms is found unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it.
16.8 Publicity. [ATTORNEY/OWNER: decide whether Ivy may list the Customer's name or logo as a customer.]
16.9 Export and sanctions. You will not use the Service in violation of US export or sanctions laws.
Ivy Group LLC
[MAILING ADDRESS]
Email: support@ivyrouteops.com
Website: https://ivyrouteops.com