Terms of Service

Dropioo is a multi-tenant SaaS platform for last-mile delivery optimization powered by AI. The Service enables businesses to:

• Optimize delivery routes using AI algorithms that factor in traffic, weather, time windows, vehicle capacity, and driver availability.
• Manage dispatch operations, assign orders to drivers, and monitor deliveries in real time via GPS tracking.
• Capture digital proof of delivery including photos, electronic signatures, and barcode scanning.
• Send automated SMS and email notifications to delivery recipients at key stages of the delivery process.
• Access analytics dashboards and performance reports on delivery operations, driver performance, and route efficiency.
• Integrate with e-commerce platforms (Shopify, WooCommerce) and third-party systems via API.

3.1 Registration

To use the Service, you must create an account by providing accurate, current, and complete registration information. You agree to maintain and promptly update your account information. If you provide information that is inaccurate, outdated, or incomplete, Dropioo reserves the right to suspend or terminate your account.

3.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify Dropioo immediately of any unauthorized use of your account. Dropioo is not liable for any loss or damage arising from your failure to protect your credentials.

3.3 Authorized Users

Your account may include multiple authorized users (dispatchers, managers, drivers). You are responsible for all access and use by your authorized users. If your account is terminated, all authorized user access is also terminated.

4.1 Plans

The Service is offered through subscription plans as described on our pricing page. Current plans include Starter, Professional, and Enterprise tiers with varying features and driver allocations. Pricing is subject to change; any changes will be communicated at least 30 days in advance and will take effect at the start of the next billing cycle.

4.2 Billing

Subscription fees are billed in advance on a monthly or annual basis, depending on your chosen billing cycle. All fees are in Canadian Dollars (CAD) unless otherwise specified. Payment is processed through our third-party payment provider (Stripe).

4.3 Additional Drivers

If you add drivers beyond those included in your plan, additional per-driver fees will be prorated and charged on your next billing cycle.

4.4 Free Trial

Dropioo may offer a free trial period. At the end of the trial, you must subscribe to a paid plan to continue using the Service. If you do not subscribe, your account will be downgraded and access to paid features will be restricted. We will not charge your payment method without your explicit consent.

4.5 Taxes

All fees are exclusive of applicable taxes (including GST, QST, HST, and PST). You are responsible for all applicable taxes, and we will charge them where required by law.

4.6 Refunds

Subscription fees are non-refundable, except where required by applicable law. If you cancel your subscription, you will retain access to the Service until the end of the current billing period.

Subject to your compliance with these Terms and payment of applicable fees, Dropioo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business operations during the term of your subscription.

You may not: (a) sublicense, resell, rent, lease, or distribute the Service to any third party; (b) modify, adapt, reverse engineer, decompile, or disassemble any portion of the Service; (c) use the Service to build a competing product or service; (d) use the Service in a service bureau or commercial time-sharing arrangement; (e) copy or extract any features, functionality, or content of the Service; (f) circumvent or attempt to circumvent any access controls, rate limits, or security measures.

6.1 Your Data

You retain all ownership rights in any data you input or upload to the Service (“Customer Data”), including order data, customer information, driver information, delivery records, and proof of delivery content. Dropioo does not claim ownership of your Customer Data.

6.2 License to Dropioo

You grant Dropioo a limited, non-exclusive, worldwide license to use, process, store, and transmit your Customer Data solely for the purpose of providing, maintaining, and improving the Service. This license terminates when you delete your data or close your account.

6.3 Aggregated Data

Dropioo may create aggregated, anonymized, or de-identified data derived from Customer Data for purposes of analytics, benchmarking, research, and Service improvement. Such aggregated data will not identify you or any individual and is owned by Dropioo.

6.4 Data Export

You may export your Customer Data at any time through the Service’s export features or by contacting our support team. Data exports are available in standard formats (CSV, JSON).

The Service, including its software, algorithms, AI models, user interface, design, documentation, trademarks, logos, and all related intellectual property, is and remains the exclusive property of Dropioo Inc. These Terms do not convey any ownership interest in the Service.

The Dropioo name, logo, and all related marks are trademarks of Dropioo Inc. You may not use our trademarks without our prior written consent.

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights.
• Transmit any malicious code, viruses, or harmful content.
• Attempt to gain unauthorized access to the Service, other accounts, or underlying systems.
• Interfere with or disrupt the integrity or performance of the Service.
• Engage in any activity that places an unreasonable load on our infrastructure.
• Use the Service to send unsolicited communications (spam) to delivery recipients.
• Upload or transmit any data that is unlawful, defamatory, or infringes on intellectual property rights.
• Use the Service for any purpose other than legitimate business operations related to delivery management.

Dropioo strives to maintain high availability of the Service. However, the Service is provided on an “as available” basis, and we do not guarantee uninterrupted or error-free operation. We may perform scheduled maintenance, during which the Service may be temporarily unavailable. We will provide reasonable advance notice of planned maintenance when possible.

Enterprise plan customers may be eligible for a separate Service Level Agreement (SLA) with specific uptime commitments and remedies.

The Service may integrate with or contain links to third-party services (e.g., Shopify, WooCommerce, Stripe, Twilio, mapping providers). Your use of third-party services is subject to their respective terms of service and privacy policies. Dropioo is not responsible for the availability, accuracy, or conduct of any third-party service.

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully received from a third party without restriction.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. DROPIOO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Dropioo does not warrant that: (a) the Service will meet your specific requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the Service, including route optimizations and ETAs, will be accurate or reliable; (d) any errors in the Service will be corrected.

Route optimization results are based on algorithms and available data (including traffic, weather, and distance estimates) and are provided as recommendations. You acknowledge that actual delivery conditions may vary. Dropioo is not liable for any loss or damage resulting from reliance on route optimization results.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DROPIOO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

DROPIOO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO DROPIOO FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree to indemnify, defend, and hold harmless Dropioo and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your Customer Data; or (e) your infringement of any third-party rights.

15.1 Term

These Terms are effective from the date you create your account and continue until your subscription is terminated or expires.

15.2 Termination by You

You may cancel your subscription at any time through your account settings or by contacting support@dropioo.com. Cancellation takes effect at the end of the current billing period. You will retain access until then.

15.3 Termination by Dropioo

Dropioo may suspend or terminate your access to the Service, with or without notice, if: (a) you breach these Terms; (b) your account is delinquent on payment for more than 30 days; (c) your use of the Service poses a security risk or may adversely affect other customers; (d) we are required to do so by law.

15.4 Effect of Termination

Upon termination: (a) your license to use the Service immediately terminates; (b) you must cease all use of the Service; (c) Dropioo will retain your Customer Data for 90 days following termination to allow you to export it, after which it will be deleted; (d) all fees owed through the termination date remain payable; (e) provisions that by their nature should survive termination will survive, including Sections 6, 7, 11, 12, 13, 14, and 17.

16.1 Service Modifications

Dropioo may modify, update, or discontinue features of the Service at any time. We will provide reasonable notice of material changes. If a change materially reduces the functionality of the Service, you may terminate your subscription and receive a prorated refund for any prepaid unused period.

16.2 Amendments to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through the Service at least 30 days before they take effect. Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms. If you disagree with the changes, you may terminate your subscription before the effective date.

These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or related to these Terms shall first be submitted to mediation in Montreal, Quebec. If mediation is unsuccessful, the dispute shall be resolved by the courts of competent jurisdiction in the judicial district of Montreal, Quebec, and you consent to the exclusive jurisdiction of such courts.

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable Service Level Agreement, constitute the entire agreement between you and Dropioo regarding the Service.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: The failure of Dropioo to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without Dropioo’s prior written consent. Dropioo may assign its rights and obligations without restriction.
• Force Majeure: Dropioo shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, internet outages, or third-party service provider failures.
• Independent Contractors: The relationship between Dropioo and you is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Notices: All notices under these Terms shall be sent to the email address associated with your account. Notices to Dropioo shall be sent to legal@dropioo.com.
• Language: These Terms are drafted in English and French. In the event of any conflict between the two versions, the English version shall prevail, except where prohibited by Quebec law.

If you have any questions about these Terms, please contact us:

Dropioo Inc.

Montreal, Quebec, Canada

[Address to be specified]

General inquiries: support@dropioo.com

Legal inquiries: legal@dropioo.com

Website: www.dropioo.com

© 2026 Dropioo Inc. All rights reserved.