These Terms of Service (“Terms”) govern access to and use of the Services provided by FULFLLD Delivery Tech LLC, a Pennsylvania limited liability company with offices located at 300 Welsh Road, Building 1, Suite 100, Horsham, PA 19044 (“FULFLLD”) and the entity identified on the applicable Order Form (“Customer”). By executing an Order Form, Customer agrees to be bound by these Terms.
Capitalized terms shall have the meanings set forth below unless defined elsewhere in the Terms.
“Authorized Users” means employees or agents authorized by Customer to access the Services under a valid Order Form.
“Customer Data” means all data, information, and content submitted by Customer to the Services, including customer information, order data, and transaction records.
“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
“Delivery Provider” means any FULFLLD-Contracted Delivery Fleet or Third-Party Network offering delivery or logistics services through the Services.
“Documentation” means any manuals, instructions, or other documents or materials that FULFLLD provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or FULFLLD Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
“Effective Date” means the date set forth in the applicable Order Form.
“End Customer” means the individual or entity placing an order with Customer through the Services.
“FULFLLD Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by FULFLLD or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of FULFLLD or its designee.
“FULFLLD Materials” means the Services, Documentation, and FULFLLD Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by FULFLLD or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or FULFLLD Systems. For the avoidance of doubt, FULFLLD Materials include Operational Data but do not include Customer Data.
“FULFLLD Systems” means the information technology infrastructure used by or on behalf of FULFLLD in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by FULFLLD or through the use of third-party services.
“FULFLLD-Contracted Delivery Fleet” means a delivery fleet accessed through FULFLLD’s software products, including Expedite (catering and scheduled delivery) and Logiscal (routed and density-based delivery), fulfilled by independent contractor drivers engaged through FULFLLD’s affiliated workforce platform.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to
“Intellectual Property Rights” means any and all intellectual property and proprietary rights, including patent, copyright, trademark, service mark, trade secret, moral and contract rights in any jurisdiction.
“Order” means a delivery task submitted by Customer through the Services for fulfillment by a Delivery Provider.
“Order Form” means the document executed by the parties that identifies the Services, pricing, Subscription Period, enabled Delivery Providers, and any product-specific terms. Each Order Form is governed by and incorporates these Terms.
“Operational Data” means data automatically generated or collected by the Services in connection with Customer’s use, including route and GPS data, device identifiers, diagnostic logs, performance metrics, aggregated analytics, and platform usage statistics. Operational Data does not include personally identifiable information of End Customers.
“Services” means FULFLLD’s SaaS platform for Order management and delivery orchestration, the FULFLLD-Contracted Delivery Fleet services and integrations with Third-Party Networks, as further described in the applicable Order Form.
“Subscription Period” means the period of time specified in the applicable Order Form during which Customer is authorized to access the Services, including any renewal periods.
“Third-Party Network” means an independent on-demand gig delivery network accessible through the Services, including DoorDash Drive, Uber Direct, Grubhub, and Roadie, and any other network identified in the applicable Order Form.
Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the Terms, including the restrictions in Section 2.2, and Customer’s timely payment of all applicable fees, FULFLLD hereby authorizes Customer to access and use the Services on a limited, non-exclusive, non-sublicensable, non-transferable basis during the Subscription Period solely for Customer’s internal business purposes as permitted by the applicable Order Form. Nothing in these Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services, whether expressly, by implication, estoppel, or otherwise, and all such rights are expressly reserved by FULFLLD.
Customer shall not, and shall not permit any person or entity to:
FULFLLD provides a technology platform together with delivery orchestration services through FULFLLD-Contracted Delivery Fleets and Third-Party Networks. FULFLLD does not operate restaurants or food service businesses; does not prepare, package, or sell food; does not act as the merchant of record for Customer transactions; and is not a transportation carrier, staffing agency, or employer of any driver. Orders placed through the Services constitute transactions between Customer and the End Customer. Drivers fulfilling Orders are independent contractors engaged through FULFLLD’s affiliated workforce platform or through Third-Party Networks, as applicable. FULFLLD may from time to time, in its discretion, engage third parties to perform any portion of the Services (each, a “Subcontractor”), including infrastructure providers, SaaS providers, the affiliated workforce platform, Third-Party Networks, and other support vendors. FULFLLD shall remain responsible for the performance of the Services in accordance with these Terms.
FULFLLD reserves the right, in its sole discretion, to modify or improve the Services at any time, including to:
FULFLLD may provide Customer with access to the Services on a trial or pilot basis, or to alpha, beta, or other early-stage features or products (collectively, “Pre-Production Access”), as designated by FULFLLD. During any Pre-Production Access period:
FULFLLD provides access to its application programming interface ("API") as part of the Services. Subject to these Terms, FULFLLD grants Customer a non-exclusive, non-transferable, revocable license to access the Services via the API solely as permitted herein. Customer may not use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or fails to comply with any part of the API documentation. FULFLLD may suspend or terminate Customer's API access for such violations. FULFLLD may modify or remove existing API endpoints or fields upon reasonable prior notice to Customer.
FULFLLD shall provide technical support via email and phone between 9:00 AM and 5:00 PM Eastern Time, Monday through Friday, excluding federal holidays. FULFLLD shall use commercially reasonable efforts to maintain Service availability of 99.5% measured monthly, excluding unavailability that is due, in whole or in part, to:
Customer is solely responsible for:
Customer shall authorize only eligible employees and agents as Authorized Users. Customer is responsible for ensuring all Authorized Users comply with these Terms. Customer shall notify FULFLLD immediately upon learning of any unauthorized access to the Services.
Customer represents and warrants that where Customer submits Orders for delivery of alcohol, age-restricted products, pharmaceuticals, cannabis, or other goods subject to regulatory restrictions on sale or delivery (collectively, “Regulated Goods”), Customer holds all required permits, licenses, and authorizations in each applicable jurisdiction and will properly tag and identify all such Orders within the Services as required by applicable law and the applicable Delivery Provider's terms. Prior to enabling delivery of cannabis through the Services, Customer shall notify FULFLLD in writing and obtain FULFLLD’s prior written approval. FULFLLD reserves the right to withdraw such approval at any time upon written notice to Customer.
The Services support two categories of Delivery Providers:
FULFLLD-Contracted Delivery Fleets. FULFLLD-Contracted Delivery Fleets utilize independent contractor drivers engaged through FULFLLD’s affiliated workforce platform and are subject to the pricing and operational terms set forth in the applicable Order Form.
Third-Party Networks. Third-Party Networks operate independently of FULFLLD and are subject to their own terms, conditions, and pricing. Delivery charges are billed through FULFLLD or directly by the applicable network to Customer, as specified in the Order Form.
With respect to FULFLLD-Contracted Delivery Fleets, FULFLLD requires its affiliated workforce platform to maintain driver insurance, background screening, and compliance for delivery and logistics services. Such requirements are intended to include coverage for: Commercial General Liability insurance; Automobile Liability insurance; and Cargo or Property of Others coverage, in each case subject to the terms, conditions, and limits of the applicable policies maintained by FULFLLD's affiliated workforce platform and its vendors, which are outside FULFLLD's direct control.
Independent contractor drivers are also separately responsible for maintaining personal automobile insurance in compliance with applicable state law. Upon reasonable written request, FULFLLD shall provide Customer with certificates of insurance evidencing the coverages described in this Section, to the extent available.
FULFLLD facilitates integrations with Third-Party Networks but does not control such networks. FULFLLD does not guarantee driver availability, delivery timing, delivery completion, or the performance of any Third-Party Network. Customer’s use of any Third-Party Network is subject to such network’s own terms, conditions, and pricing. Refunds and credits for Orders fulfilled by Third-Party Networks are governed by Section 4.4.
Customer must submit all delivery claims, disputes, and requests for credits or refunds within seven (7) calendar days of the date of the Order to which the claim relates. This deadline applies to all Delivery Providers, including FULFLLD-Contracted Delivery Fleets and Third-Party Networks. Claims submitted after this window are deemed waived. To submit a claim, Customer must provide:
FULFLLD reserves the right to suspend, delay, reroute, or modify delivery Services in any market where inclement weather or hazardous road conditions exist, as determined in FULFLLD’s reasonable discretion or as directed by applicable government authority. “Inclement Weather” includes snowstorms, blizzards, ice storms, freezing rain, flooding, extreme heat, hurricanes, tornadoes, or any weather condition that renders roads unsafe. Deliveries delayed or not completed due to Inclement Weather are not subject to fee credits or adjustments set forth in the applicable Order Form.
Customer shall pay FULFLLD the fees set forth in the applicable Order Form. All fees are stated in U.S. dollars and are non-cancelable and non-refundable except as expressly provided in these Terms. Fees for Third-Party Network deliveries are set by the applicable network and may include distance-based flat fees, surge pricing during periods of high demand, and surcharges for alcohol or age-restricted deliveries. Such fees are billed through FULFLLD or directly by the applicable network to Customer, as specified in the Order Form. FULFLLD has no liability for Third-Party Network pricing or billing.
Unless otherwise specified in the Order Form, all fees are due and payable upon receipt of invoice. Customer agrees to maintain valid ACH banking information on file, or, if ACH is not provided, a valid payment card. If payment is not received within three (3) business days of the due date, any payment card on file may be charged for the amount due plus a 3.00% processing fee. Overage fees will be billed monthly in arrears.
Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, from the due date until the date of payment. A late fee of the greater of 0.50% per week or $20.00 will apply. A $35.00 fee will be charged for all returned payments. Customer agrees to pay all reasonable costs of collection, including attorneys' fees and costs, on any outstanding unpaid balance. If Customer fails to pay any amount due within thirty (30) days after the applicable due date, FULFLLD may, upon written notice, suspend Customer's access to the Services until all past-due amounts are paid in full. FULFLLD shall restore access within two (2) business days of receipt of full payment. All amounts payable to FULFLLD under these Terms or any Order Form shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
Customer shall be responsible for all applicable taxes, levies, or duties, excluding taxes based on FULFLLD’s net income. If FULFLLD is required to collect taxes for which Customer is responsible, FULFLLD will invoice Customer and Customer shall pay such amounts unless Customer provides a valid tax exemption certificate prior to invoicing.
FULFLLD may adjust platform subscription rates upon sixty (60) days’ prior written notice to Customer. Revised rates become effective at the start of the next billing cycle following the notice period. Per-delivery and fleet pricing adjustments are governed by the applicable Order Form.
The Services are offered in subscription tiers as specified in the applicable Order Form (each, a “Platform Tier”). If Customer exceeds the included monthly task volume for its Platform Tier, FULFLLD will charge the applicable per-task overage rate set forth in the Order Form, billed monthly in arrears. Customer may upgrade to a higher Platform Tier at any time by executing an amended Order Form, effective at the start of the next billing cycle. Customer may not downgrade during an active Subscription Period without FULFLLD's prior written consent; if FULFLLD consents in writing, a downgrade takes effect at the start of the next renewal Subscription Period. Enterprise Platform Tier pricing and features are governed by the applicable Order Form.
Customer retains all right, title, and interest in and to Customer Data. FULFLLD acquires no ownership interest in Customer Data.
FULFLLD owns all right, title and interest in and to Operational Data, and Customer hereby unconditionally and irrevocably assigns to FULFLLD all right, title, and interest Customer may have in or to Operational Data, including all Intellectual Property Rights relating thereto. FULFLLD may use Operational Data for any lawful business purpose, including but not limited to analytics, benchmarking, and platform improvement, provided such use does not identify Customer or any individual End Customer.
Customer grants FULFLLD a non-exclusive, royalty-free, fully paid-up, worldwide license to access, process, and use Customer Data to provide and improve the Services during the Subscription Period and to perform FULFLLD’s obligations and exercise its rights under these Terms and any Order Form.
FULFLLD processes Customer Data only as necessary to provide the Services and will not sell, rent, or otherwise transfer Customer Data to third parties. Customer Data transmitted to Third-Party Networks in connection with Order fulfillment is processed by those networks under their own privacy policies and terms of service or use. Customer is responsible for ensuring that its submission of Customer Data to the Services complies with applicable law, including obtaining all required consents and providing all required notices to End Customers.
FULFLLD maintains administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, consistent with industry-standard practices for cloud-based SaaS services. FULFLLD shall notify Customer in writing without undue delay, and in any event no later than seventy-two (72) hours after becoming aware of any confirmed unauthorized access to or disclosure of Customer Data constituting a security breach.
The Services may integrate with third-party services including payment processors, Third-Party Networks, point-of-sale systems, and other software platforms. FULFLLD does not control and is not responsible for:
Each party agrees to:
Confidentiality obligations do not apply to information that:
If the receiving party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the receiving party shall:
Customer agrees that FULFLLD’s Confidential Information includes but is not limited to the Services, FULFLLD Materials, Operational Data and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by FULFLLD or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or any FULFLLD Materials. Disclosure to third parties, including Customer’s customers or FULFLLD’s competitors, requires prior written consent from FULFLLD.
Confidentiality obligations shall survive for five (5) years after termination or expiration of the applicable Order Form. Notwithstanding the foregoing, the receiving party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable law shall continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection other than as a result of any act or omission of the receiving party.
FULFLLD and its licensors retain all right, title, and interest in and to the Services, updates, documentation, and all Intellectual Property Rights related thereto. Nothing in these Terms transfers any ownership interest in the Services to Customer. Customer represents and warrants that it owns or has sufficient rights to use all Customer Data submitted to the Services. Each party’s trademarks, service marks, logos, and trade names are the exclusive property of such party. Neither party shall reproduce, display, or use the other party’s marks in any manner without express prior written permission.
If Customer provides FULFLLD with any suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer hereby assigns to FULFLLD all right, title, and interest in and to such Feedback, including all Intellectual Property Rights therein. FULFLLD may use Feedback for any purpose without restriction or compensation to Customer.
Each party represents and warrants that:
FULFLLD warrants that the Services will perform materially in accordance with the Order Form. This warranty applies to the software functionality of the Services only and does not extend to delivery outcomes, driver performance, or the acts or omissions of any Delivery Provider. In the event the Services do not perform as warranted, Customer’s sole remedy shall be for FULFLLD to use commercially reasonable efforts to correct the non-conformance within thirty (30) days of receiving written notice.
FULFLLD is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under these Terms or any Order Form (each, a “Customer Failure”). The occurrence of any Customer Failure shall not constitute a breach of these Terms by FULFLLD, and any service level commitments shall be tolled for the duration of any such Customer Failure.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. FULFLLD DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FULFLLD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
EXCEPT FOR OBLIGATIONS UNDER SECTIONS 7, 9 AND 13, OR A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, CUSTOMER’S BREACH OF ITS PAYMENT OBLIGATIONS HEREUNDER OR OF SECTION 2.2, AND EITHER PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY ORDER FORM SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FULFLLD SHALL HAVE NO LIABILITY FOR ANY CLAIMS ARISING FROM THE ACTS OR OMISSIONS OF ANY DRIVER OR DELIVERY PROVIDER.
NOTWITHSTANDING THE FOREGOING, FULFLLD’S TOTAL CUMULATIVE LIABILITY FOR CLAIMS ARISING FROM BREACH OF SECTIONS 7, 9, OR 13 SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO FULFLLD DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
FULFLLD shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:
Customer shall defend, indemnify, and hold harmless FULFLLD and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:
The indemnified party shall:
These Terms, as applied to each Order Form, commence on the Effective Date and continue for the Subscription Period stated therein. Unless otherwise specified in the Order Form, the Order Form shall automatically renew for successive one (1) year terms unless either party provides sixty (60) days’ written notice of non-renewal prior to the end of the then-current Subscription Period.
Either party may terminate the applicable Order Form upon thirty (30) days’ written notice in the event of a material breach, if such breach is not cured within the notice period. FULFLLD may terminate any Order Form immediately upon written notice for:
Upon termination or expiration:
In the event of termination by Customer due to FULFLLD’s uncured material breach, FULFLLD shall refund the pro rata portion of any prepaid fees for services not yet rendered. No refunds shall be made for Customer’s termination for convenience or FULFLLD’s termination for Customer’s breach.
The following provisions shall survive termination or expiration of any Order Form: Sections 1, 6, 7, 9, 10, 11, 12, 13, 14.3, and 15.
In addition to its other rights, FULFLLD may, directly or indirectly, and by use of a FULFLLD Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other person’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if:
These Terms and each Order Form shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Montgomery County, Pennsylvania for resolution of any dispute arising out of or relating to these Terms or any Order Form. The prevailing party in any litigation shall be entitled to an award of reasonable attorneys’ fees and costs.
Before initiating any formal legal proceeding, the parties agree to negotiate in good faith to resolve any dispute for a period of at least thirty (30) days following written notice of the dispute. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first engaging in this process where necessary to prevent irreparable harm. Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 2.2 or Section 9 would cause FULFLLD irreparable harm for which monetary damages would not be an adequate remedy, and that, in the event of such breach or threatened breach, FULFLLD shall be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Neither party may assign its rights or delegate its duties under these Terms or any Order Form without the other party’s prior written consent, which in the case of Customer’s assignment may be withheld in FULFLLD’s sole discretion; provided, however, that FULFLLD may assign these Terms or any Order Form without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any merger, consolidation, reorganization, or change of control involving Customer (regardless of whether Customer is the surviving or disappearing entity) shall be deemed an assignment for which FULFLLD’s prior written consent is required, and any purported assignment, delegation, or transfer in violation of this Section is void.
Neither party shall be in breach of these Terms or any Order Form for any delay or failure in performance caused by events beyond such party’s reasonable control, including acts of God, natural disasters, severe weather events, pandemic or epidemic, government-mandated shutdown, war, terrorism, labor disputes, cyberattacks or third-party infrastructure failures, or interruption of utility services. Payment obligations are not excused by force majeure.
During the Subscription Period and for two (2) years after termination or expiration, Customer shall not directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of FULFLLD or any Delivery Provider who was involved in the performance of services under any Order Form, without FULFLLD’s prior written consent.
FULFLLD may use Customer’s name and logo in general customer lists and marketing materials, provided such use is reasonable and not misleading. Features with commentary, results, or endorsements require prior coordination. Customer agrees to consider mutually beneficial marketing with FULFLLD, such as case studies, co-branded content, or social media features. Neither party may issue any press release or public announcement specifically referencing the other party or these Terms or any Order Form without the other party’s prior written consent.
The parties are independent contractors. Nothing in these Terms or any Order Form creates a joint venture, partnership, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf. FULFLLD engages Delivery Providers to facilitate delivery services available through the Services. The existence of such arrangements does not create any rights in favor of Customer against any Delivery Provider or individual driver, nor does it make any such party a third-party beneficiary of these Terms or any Order Form.
All notices under the Terms or any Order Form must be delivered in writing by courier, electronic mail with confirmation of receipt, or certified or registered mail to the addresses set forth in the applicable Order Form.
These Terms, together with any Order Forms, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements. Individual Order Forms may be amended only in writing signed by authorized representatives of both parties. If any provision is held invalid, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Order Forms may be executed in counterparts, including by electronic signature.