Terms of Service

1. Our Services

FLO is a business operations software platform designed to assist delivery organizations with managing various aspects of their operations.

Depending on the customer’s subscription, configuration, and available functionality, FLO may provide tools related to:

• operational planning;
• employee and driver scheduling;
• dispatch operations;
• driver management;
• fleet and vehicle management;
• equipment tracking;
• communications;
• documentation;
• reporting;
• task management;
• attendance and time-related records;
• operational records and dashboards; and
• other functionality introduced or made available by FLO.

Features may change, be added, removed, improved, or replaced over time.

FLO provides software tools and operational information. FLO does not operate the Customer’s business and does not assume responsibility for decisions made by a Customer based upon information presented through the Services.

Customers remain responsible for reviewing information generated or stored through FLO and determining how that information should be used in their operations.

The Services are intended primarily for business use. Customers accessing FLO from jurisdictions outside the location in which FLO operates are responsible for determining whether their use complies with applicable local laws.

2. Relationship to Amazon and Third Parties

Unless expressly stated otherwise in writing, Fleet Load Optimizer is not owned, operated, sponsored, endorsed, approved, or controlled by Amazon.com, Inc., Amazon Logistics, Inc., or any of their respective parents, subsidiaries, or affiliates (“Amazon”).

FLO’s Services may be designed for or marketed to businesses participating in Amazon’s Delivery Service Partner program; however, use of FLO does not establish any partnership, agency, joint venture, employment relationship, endorsement, or other legal relationship between FLO and Amazon.

References to “Amazon,” “DSP,” “Delivery Service Partner,” or other third-party names are descriptive references to the operational environments in which customers may use the Services.

All third-party trademarks, service marks, logos, and trade names remain the property of their respective owners.

FLO does not:

• represent Amazon;
• control Amazon policies or requirements;
• guarantee compliance with Amazon standards;
• guarantee DSP performance scores;
• guarantee route availability;
• guarantee continued participation in any third-party program; or
• make decisions on behalf of Amazon or any other third party.

Customers remain responsible for understanding and complying with the requirements imposed upon them by Amazon and any other applicable third party.

3. Intellectual Property

FLO and its licensors own all rights, title, and interest in and to the Services and their underlying technology, except for Customer Data and third-party materials.

This includes, where applicable:

These materials are protected by applicable copyright, trademark, trade-secret, and other intellectual-property laws.

Subject to these Terms and payment of applicable fees, FLO grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services for the Customer’s legitimate internal business operations.

This right does not transfer ownership of FLO or any portion of its technology to the Customer.

Unless expressly authorized by FLO in writing, you may not copy, sell, sublicense, reproduce, redistribute, modify, reverse engineer, decompile, commercially exploit, or create derivative products from FLO or its proprietary technology.

All rights not expressly granted under these Terms are reserved by FLO.

4. Customer Data and Operational Data

4.1 Ownership

As between FLO and the Customer, the Customer retains ownership of the data, records, documents, images, communications, and other information submitted to FLO by or on behalf of the Customer (“Customer Data”).

FLO does not acquire ownership of Customer Data merely because the information is stored or processed through the Services.

4.2 Permission to Process Data

The Customer grants FLO a limited right to host, copy, process, transmit, display, organize, back up, and otherwise use Customer Data to the extent reasonably necessary to:

• provide the Services;
• operate FLO;
• maintain platform functionality;
• provide technical support;
• prevent fraud and abuse;
• maintain security;
• troubleshoot problems;
• improve service reliability; and
• comply with applicable legal obligations.

4.3 Customer Responsibility

Customers are responsible for ensuring they have the lawful authority to submit Customer Data to FLO.

This includes information concerning employees, drivers, contractors, vehicles, equipment, schedules, communications, documentation, and other business records.

The Customer is responsible for the accuracy and legality of the information it enters into FLO.

5. User Responsibilities and Representations

By using FLO, you represent that:

• information you provide is materially accurate and current;
• you are authorized to use the applicable Customer account;
• you have authority to provide information uploaded to FLO;
• you will use FLO for lawful business purposes;
• your use will comply with applicable laws and regulations;
• you will not intentionally interfere with the operation or security of FLO;
• you will not impersonate another person; and
• you will comply with these Terms.

Providing false, fraudulent, unauthorized, or materially misleading information may result in suspension or termination.

6. Accounts, Roles, and Security

FLO may support different account types and permissions, including:

Customers are responsible for determining which individuals receive access and which roles are assigned.

The Customer’s Admin users are responsible for managing their organization’s authorized users.

Users must maintain the confidentiality of their login credentials. Accounts should not be shared between individuals unless FLO expressly permits such use.

You must promptly notify FLO if you know or reasonably suspect that:

• credentials have been compromised;
• unauthorized access has occurred;
• an account is being misused; or
• a security incident relating to your FLO account has occurred.

FLO may temporarily restrict access where reasonably necessary to protect the Customer, other users, FLO, or the security of the Services.

7. Subscriptions and Payment

Certain FLO Services require a paid subscription.

Subscription pricing, included functionality, billing periods, user allowances, or other commercial terms may be displayed on our website, within the Services, during checkout, or in a separate written agreement.

Payments are processed through Paddle or another payment processor designated by FLO.

By purchasing a paid subscription, you authorize the applicable payment processor to collect charges associated with your subscription according to the commercial terms presented at purchase.

Unless otherwise stated, amounts are denominated in U.S. dollars. Applicable taxes may be added where required.

Automatic Renewal

Unless cancelled in accordance with these Terms, paid subscriptions automatically renew for successive billing periods. You authorize our payment processor to charge the applicable recurring subscription fee and taxes using your designated payment method.

Billing Frequency

FLO may introduce additional subscription tiers, billing options, or commercial arrangements in the future.

8. Trials and Promotions

FLO may offer free trials, discounted pricing, promotional rates, credits, introductory offers, or other incentives.

Standard Trial: 30 Day Trial

Eligibility for a trial may be limited to new Customers or otherwise determined by FLO. A trial does not guarantee continued access after the trial period.

Promotional Pricing

FLO may provide company-specific promotional pricing. Promotional terms may include:

• discounted monthly rates;
• percentage discounts;
• fixed-price periods;
• free periods;
• credits;
• introductory pricing; or
• other negotiated arrangements.

The duration and conditions of a promotion will be those communicated to the applicable Customer.

When a promotional period expires, the Customer’s subscription may transition to the applicable standard or agreed rate, subject to any notice required by applicable law and the terms disclosed with the promotion.

FLO is not required to offer the same promotion to every Customer. Promotional offers may not be combined unless expressly permitted.

9. Cancellation and Refunds

Customers may cancel their subscription in accordance with the cancellation method made available by FLO or its payment processor.

Unless otherwise stated in writing, cancellation takes effect at the end of the Customer’s then-current paid billing period. The Customer may continue accessing the paid Services until that period ends, subject to these Terms.

Except where required by applicable law or expressly agreed otherwise, subscription charges already paid are non-refundable and FLO does not provide prorated refunds or credits for partially used billing periods.

Cancelling a subscription does not automatically erase Customer Data. Data retention following cancellation is addressed in Section 22.

10. Software License

During an active subscription or authorized trial, FLO grants authorized users a limited right to access and use the software for the Customer’s internal business operations.

The license is:

• limited;
• revocable;
• non-exclusive;
• non-transferable; and
• subject to these Terms.

Customers may not use FLO’s software or proprietary information to create, train, design, develop, or assist in developing a competing product or service.

11. Acceptable Use and Prohibited Activities

Users may not:

• access another organization’s data without authorization;
• attempt to bypass security controls;
• obtain passwords or credentials through deception;
• scrape or systematically extract FLO data without authorization;
• introduce malware, viruses, malicious code, or harmful software;
• overload or intentionally disrupt FLO infrastructure;
• reverse engineer or decompile FLO except where applicable law expressly prevents such restriction;
• reproduce FLO’s proprietary interface or software for a competing service;
• access FLO through unauthorized automated tools;
• create fraudulent accounts;
• impersonate users;
• harvest user contact information;
• use FLO to harass, threaten, defraud, or harm others;
• upload material they do not have authority to process;
• interfere with another Customer’s use of FLO;
• use FLO for unlawful surveillance;
• violate applicable privacy or employment laws; or
• use the Services for illegal purposes.

FLO may investigate suspected misuse and take reasonable action to protect the platform and its users.

12. DSP Operational Responsibility

FLO assists Customers in organizing operational information. It does not operate a DSP or make operational decisions for the Customer.

The Customer remains solely responsible for matters including:

Information presented by FLO should be reviewed by authorized Customer personnel before being relied upon for material operational decisions.

13. Workforce and Employment Responsibility

FLO is not the employer, joint employer, staffing agency, payroll provider, human-resources department, or legal representative of any Customer’s employees, drivers, contractors, or personnel.

Customers remain responsible for compliance with laws governing their workforce, including, where applicable:

• wages;
• hours worked;
• overtime;
• meal/rest requirements;
• scheduling;
• attendance;
• leave;
• workplace safety;
• discrimination;
• accommodation;
• employee records;
• employee privacy;
• hiring;
• discipline; and
• termination.

FLO’s records and tools are provided to assist with administration. They do not constitute employment, HR, payroll, tax, or legal advice.

14. Fleet, Vehicle, Equipment, and Safety Responsibility

FLO may allow Customers to record or manage information concerning vehicles, inspections, maintenance, damage, equipment, assignments, or related matters. These features are administrative tools only.

FLO does not inspect vehicles, certify roadworthiness, perform maintenance, determine whether a vehicle is safe to operate, or guarantee the accuracy of inspection information submitted by users.

Customers and their authorized personnel remain responsible for:

• vehicle inspections;
• maintenance;
• regulatory compliance;
• vehicle safety;
• equipment safety;
• deciding whether a vehicle should be placed into or removed from service; and
• responding to reported defects or safety concerns.

A status displayed in FLO must not substitute for any legally required physical inspection or professional safety determination.

15. Communications and Notifications

FLO may provide communication functionality including announcements, tasks, alerts, in-platform messages, push notifications, email notifications, or other communications. Availability depends on the features currently implemented.

FLO does not guarantee immediate or uninterrupted delivery of notifications.

If SMS functionality is introduced, additional SMS terms may apply.

16. Third-Party Services and Integrations

FLO may interact with or link to third-party services. Examples may include payment processors, accounting platforms, communications providers, mapping providers, hosting infrastructure, or other business technologies.

Third-party services are governed by their respective terms and privacy policies.

FLO is not responsible for third-party outages, changes, security practices, service discontinuations, or failures outside FLO’s reasonable control.

The availability of a third-party integration does not mean FLO owns, controls, or endorses that provider. FLO may modify or discontinue integrations when necessary.

17. Privacy and Data Protection

FLO’s collection and processing of personal information is also governed by our Privacy Policy.

Customers are responsible for determining whether they need to provide privacy notices, obtain consent, or satisfy other requirements before entering employee, driver, contractor, or other personal information into FLO.

Customers should not enter information into FLO that they do not have lawful authority to collect or process. Where required, additional data-processing terms may apply.

18. Copyright and Intellectual Property Complaints

FLO respects intellectual-property rights. If you believe content available through FLO unlawfully infringes intellectual property that you own or control, contact:

support@fleetloadoptimizer.com

Your notice should provide enough information for us to identify the material, understand your claimed rights, and reasonably investigate the complaint.

Knowingly submitting materially false infringement allegations may expose the sender to legal consequences.

19. Service Administration

FLO reserves the right to administer the Services as reasonably necessary to:

• maintain platform integrity;
• investigate violations;
• prevent fraud;
• enforce these Terms;
• maintain security;
• comply with law;
• protect FLO’s systems;
• protect Customers and users; and
• maintain reliable operation.

We may restrict content, functionality, or accounts where reasonably necessary for these purposes.

20. Suspension and Termination

These Terms apply for as long as you access or use FLO.

FLO may suspend or terminate access where reasonably necessary, including where:

• subscription fees remain unpaid;
• a Customer materially breaches these Terms;
• FLO reasonably believes an account presents a security risk;
• fraudulent activity is suspected;
• use of the Services is unlawful;
• use materially interferes with the platform or other Customers; or
• suspension is required by law.

Where commercially reasonable, FLO may provide notice and an opportunity to cure a breach before terminating an account.

However, immediate suspension may occur where necessary to protect security, users, data, FLO, or third parties. Termination does not eliminate obligations that accrued before termination.

21. Service Availability, Changes, and Interruptions

FLO continually develops its platform. We may add, modify, improve, replace, or discontinue features. We do not guarantee that every feature will remain available indefinitely or that the Services will operate without interruption or error.

Service interruptions may result from:

• scheduled maintenance;
• emergency maintenance;
• software updates;
• infrastructure failures;
• Internet or telecommunications failures;
• third-party outages;
• cybersecurity events;
• circumstances beyond our reasonable control; or
• other technical conditions.

FLO will use commercially reasonable efforts to maintain reliable Services but does not guarantee 100% uptime unless a separate written service-level agreement expressly provides otherwise.

22. Data Following Termination

Following expiration or termination of an account, access to Customer Data may be limited or discontinued.

For a limited period following termination, FLO may allow the Customer to request an export of Customer Data where technically and commercially reasonable.

After the applicable retention period, FLO may delete or anonymize Customer Data, subject to:

• applicable law;
• backup retention cycles;
• fraud/security requirements;
• legal holds; and
• legitimate recordkeeping obligations.

Customers are responsible for maintaining copies of records they are legally required to retain.

23. Disclaimers

FLO does not warrant that:

• the Services will always be available;
• the Services will be error-free;
• every calculation or record will be accurate;
• every notification will be delivered;
• Customer-entered information will be correct;
• use of FLO will improve DSP performance;
• use will ensure compliance with Amazon requirements;
• use will prevent operational errors;
• use will ensure compliance with employment or transportation laws; or
• the Services will satisfy every Customer’s particular business requirements.

To the maximum extent permitted by law, FLO disclaims implied warranties including merchantability, fitness for a particular purpose, title, and non-infringement.

Some jurisdictions do not permit certain warranty exclusions, in which case the applicable exclusions apply only to the maximum extent permitted by law.

24. Limitation of Liability

Nothing in these Terms excludes liability that cannot legally be excluded.

25. Indemnification

To the extent permitted by law, the Customer agrees to defend, indemnify, and hold harmless FLO and its affiliates, officers, directors, employees, contractors, and agents from third-party claims, damages, liabilities, losses, costs, and reasonable legal expenses arising from or related to:

• Customer Data;
• the Customer’s use of FLO;
• violation of these Terms;
• unlawful use of the Services;
• the Customer’s employment or workforce practices;
• the Customer’s vehicle, fleet, or safety decisions;
• the Customer’s violation of third-party rights;
• the Customer’s violation of applicable law; or
• data submitted without appropriate authority.

FLO reserves the right to participate in or control the defense of a claim subject to indemnification, as permitted by applicable law.

26. Electronic Communications and Signatures

By using FLO electronically, you consent to conducting business electronically where permitted by law.

Electronic communications may include:

• agreements;
• notices;
• disclosures;
• subscription records;
• account communications;
• policy updates; and
• other business records.

Electronic acceptance, including clicking an acceptance button or checkbox where appropriately implemented, may constitute your electronic signature and agreement to the applicable terms.

You are responsible for maintaining a current email address associated with your account.

27. Governing Law

These Terms are governed by the laws of:

Canada, Quebec

without regard to conflict-of-law principles, except where applicable law requires otherwise.

28. Dispute Resolution

Before commencing formal proceedings, FLO and the Customer agree to make reasonable good-faith efforts to resolve disputes through direct communication.

Formal disputes that cannot be resolved informally will be handled as follows: Any class-action waiver or mandatory arbitration provision should be reviewed by counsel before publication rather than copied from another company’s agreement.

Intellectual Property and Emergency Relief

Nothing in this section should prevent either party from seeking appropriate injunctive or equitable relief concerning unauthorized use, misuse, or infringement of intellectual property or confidential information where permitted by law.

29. Changes to These Terms

FLO may update these Terms periodically as the Services, business, legal requirements, or commercial practices evolve.

When updated, the “Last Updated” date at the beginning of the Terms will be revised.

For material changes, FLO may provide additional notice where appropriate or required by law.

Continued use after updated Terms become effective constitutes acceptance to the extent permitted by applicable law.

30. General Provisions

These Terms, together with the Privacy Policy and any applicable subscription agreement, order form, data-processing agreement, or other expressly incorporated document, constitute the agreement governing use of FLO.

If a separately executed agreement between FLO and a Customer conflicts with these Terms, the specifically negotiated agreement will control to the extent of the conflict.

Failure by FLO to enforce a provision does not constitute a waiver of that provision. If any provision is held invalid or unenforceable, the remaining provisions remain effective to the extent permitted by law.

FLO may assign its rights and obligations in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or other lawful business transaction. Customers may not assign their rights under these Terms without FLO’s written consent, except where applicable law provides otherwise.

Neither these Terms nor use of FLO creates a:

• partnership;
• franchise;
• joint venture;
• fiduciary relationship;
• agency relationship;
• employment relationship; or
• joint-employment relationship

between FLO and the Customer or between FLO and the Customer’s employees, drivers, contractors, or other personnel.

FLO is not responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, telecommunications failures, infrastructure outages, cyber incidents, labor disruptions, or failures of third-party providers.

Headings are provided for convenience and do not limit the interpretation of these Terms.

31. Contact Us

Questions, concerns, legal notices, or complaints regarding FLO or these Terms may be directed to: