These Terms of Use (the "Terms") are a legally binding contract between the user ("you") and Atlas Routes, Inc. ("Atlas Routes," "we," or "us"). Atlas Routes provides the Program (as defined below) to you subject to these Terms, which may be updated by Atlas Routes from time to time with or without prior notice to you. These Terms govern your use of the Program.  If you are using the Program on behalf of your employer or other corporate or business entity (“Client”), you represent that you have sufficient authority to bind the Client to these Terms and in such case, “you” as used herein shall refer to Client and/or user, as applicable.  In the event Client and Atlas Routes have entered into a written Master Subscription Agreement (“MSA”), these Terms are in addition to and incorporated by reference into such MSA and, in the event of any direct conflict between the MSA and these Terms, the terms of the MSA shall govern.  These Terms and the MSA, collectively, are referred to herein as the “Agreement”.  These Terms include our Privacy Policy, found below.

Supplemental terms of use or documents that may be posted on or provided through the Program from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes, modifications, updates or other revisions to these Terms at any time and for any reason.  We will alert you about any changes by updating the “Last updated” date of these Terms and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of changes, modifications, updates or other revisions. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any such changes, modifications, updates or other revisions by your continued use of the Program after the date such changes, modifications, updates or other revisions are posted. 

BY ACCESSING OR USING THE PROGRAM IN ANY WAY, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU (AND THROUGH YOU, CLIENT, IF APPLICABLE) AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PROGRAM.

Atlas Routes provides a proprietary program to assist sales representatives (each, a “User”) in mapping out efficient routes for their daily schedules (the “Program”). The Program includes any modifications, enhancements, improvements, updates, additions, derivative works, documentation, and all materials related thereto, including without limitation, any Atlas Routes website. The Program uses third party content (such as Google Maps) and is a tool intended to lead to a more efficient routing of a User’s daily schedule. 

The Program’s features or functionality may change from time to time, and Atlas Routes may choose to discontinue some or all of the Program, at its discretion.  These Terms do not construe any guarantee of continued availability of all or any part of the Program.

You understand and agree that the Program may include service announcements, administrative communications and/or other similar messages from Atlas Routes. You consent to receive such communications from us electronically. 

The Program may include third-party materials or content (including but not limited to Google Maps and/or Apple Maps), and other products, services, and/or materials uploaded to, or transmitted through the Program, by users of the Program or other third parties (collectively, “Third Party Materials”). You acknowledge and agree that Atlas Routes is not responsible for any Third Party Materials. Your use of any Third Party Materials is at your own risk, as described in more detail below.

Subject to all terms of the Agreement, Atlas Routes grants you a limited, revocable, non-transferable, non-sublicensable right to access and use the Program solely for your internal business purposes as authorized by Client.  Your right to access and use the Program terminates immediately upon the earlier of: (a) the date you are no longer authorized by Client to use the Program or (b) the expiration or termination of the Agreement or (c) any event of your breach of this Agreement.  

You acknowledge and agree that your use of the Program is dependent upon access to telecommunications and internet services. You understand and agree that you are solely responsible for acquiring and maintaining all telecommunications and internet services and other hardware and software required to access and use the Program, including, without limitation, any and all costs, fees, expenses and taxes of any kind related to the foregoing or that may otherwise arise from your use of the Program. Atlas Routes is not and will not be responsible for any loss or corruption of data, lost communications, loss of functionality or any other loss or damage of any kind arising from any such telecommunications and/or internet services. 

Full use of the Program: (a) requires a mobile device with access to the internet (such as a cell phone or tablet), an email address, and certain software; (b) may require periodic updates; and (c) may be affected by the performance of these factors.  Use of the Program may result in any applicable messaging charges that your mobile device carrier charges. Atlas Routes is not responsible for these charges. 

By accessing the Program, you assume full responsibility for the use of any information obtained through the Program and agree that neither Atlas Routes nor any of its licensors or Third Party Materials vendors is responsible or liable for any claim, loss, or damage arising from the use of the information. You understand that the Program is a tool and is intended to be used as a complement to your own driving, routing, navigation or other skills or experience.  Your reliance upon the information obtained or used by you through the Program is solely at your own risk.

You shall not: (a) copy the Program; (b) modify, translate, adapt, or otherwise create derivative works or improvements of the Program; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Program or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any confidentiality, copyright or other intellectual property or proprietary rights notices from the Program, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Program to any third party for any reason; (f) access or use the Program for any unlawful purpose; (g) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Program; (h) access or use the Program in a manner that overburdens or threatens the integrity, performance or availability of the Program; (i) violate, or permit any user, to violate the Acceptable Use Policy; or (j) access or use the Program or any portion thereof in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Program, or (iii) copy any ideas, features, functions or graphics of the Program for any purpose whatsoever.

At all times, you agree to comply with the following “Acceptable Use Policy”.  You agree you will not access or use, and will not permit any other person or entity to access or use, the Program to: (a) upload, post, email, or otherwise transmit any content that is unlawful, harmful, threatening, harassing, tortious, or otherwise objectionable; (b) harm Atlas Routes or third parties in any way; (c) impersonate any person or entity, or otherwise misrepresent your or Client’s affiliation with a person or entity; (d) use third party email lists to send targeted emails, notifications or messages with the Program; (e) upload, post, email, or otherwise transmit any content that you do not have a right to transmit or that infringes on any right of any party, including propriety and/or privacy rights; (f) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “spam,” or any other forms of solicitation; (g) upload, post, email, or otherwise transmit any material that contains software viruses or any other malicious computer code; (h) interfere with or disrupt the Program or servers or networks connected to the Program; (i) violate any applicable law or regulation; or (j) collect or store personal data about other users.

Atlas Routes and its designees shall have the right (but not the obligation) in their sole discretion to monitor, delete or refuse any content, data, information or other materials you or any third party submits, uploads or transmits via the Program or is otherwise made available through the Program or that you or any third party attempt to submit, upload, transmit or make available through the Program. Without limiting the foregoing, Atlas Routes and its designees have the right to remove any of the foregoing that is not in compliance with the Agreement, including this Section 3, or is otherwise objectionable, as reasonably determined by Atlas Routes in its sole discretion.

You understand and agree that your right to use and access the Program is contingent upon your continued compliance with all provisions of the Agreement, including without limitation, the provisions of this Section 3. Atlas Routes may terminate or suspend your access or use of the Program without notice if it reasonably believes you have violated any provision of the Agreement, including this Section 3.

You acknowledge, consent and agree that Atlas Routes may access, preserve and disclose any information you provide or content or materials you upload, submit, transmit or make available through the Program if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Agreement; (iii) respond to claims that any of the such content or materials violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Atlas Routes, its users, and the public.

The Program is owned by and proprietary to Atlas Routes including all right, title and interest in or to the Program. The Program includes, without limitation, the algorithm(s) powering the Program’s functionality. Furthermore,  any information (collectively, “Atlas Routes Data”) that is (i) provided by you or Client that does not identify you or Client, or (ii) that is not unique to you or Client, such as, by way of example, a doctor’s availability, edits to a doctor’s address, etc., and (iii) all information generated by the Program and/or your use of the Program (including but not limited to data regarding successful/unsuccessful visits in routes generated by the Program, in aggregate form), inures to the sole and exclusive benefit of Atlas Routes and is owned by and may be used by Atlas Routes for any legal purpose. 

You understand that the Program is protected by state, federal and international laws, which may include patents, copyrights, trademarks, and other proprietary rights (including all other intellectual property and proprietary rights), that these rights are valid and protected in all media now existing or later developed.  Without limiting the foregoing, you understand and agree that the Program is licensed to you and not sold, and that your use of the Program is governed and constrained by applicable patent, copyright, trademark and other intellectual property laws and is further limited by such laws and this Agreement. Without limiting the foregoing, you understand and agree that the Program, and all intellectual property in the Program belongs to and is the property of Atlas Routes or its licensors. Without limiting the preceding sentence, we own and retain all intellectual property rights in the features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) contained in the individual pages, components of pages, and any collective works contained within the Program. Atlas Routes’ name, trademark(s), logo(s) and other similar are the property of Atlas Routes. The appearance, layout, color scheme, and design of the Program are protected trade dress. All other names and trademarks are the property of their respective holders. 

Atlas Routes Data and Client Data (defined below) specifically excludes publicly available information, such as doctors’ names/addresses, etc., and such information is not owned by either Atlas Routes or you, even if it is entered by you as part of Client Data or otherwise incorporated into Atlas Routes Data. 

Except as provided above, we agree that you retain all ownership interests in the data you provide to Atlas Routes with respect specifically to scheduled visits, success of visits, identity of those doctors in your territory(ies), and your priority/ranking of such providers (“Client Data”).   You hereby grant Atlas Routes a fully paid, royalty-free, perpetual, irrevocable license to use the Client Data (in anonymized and/or aggregated form, as applicable), including to create derivative works, for any lawful business purpose, such as, by way of example, improving Atlas Routes’ algorithms (“Utilized Data”).  Once Company Data is compiled into Utilized Data, the Utilized Data becomes part of the Atlas Routes Data; however, Atlas Routes will not disclose the Company Data or the Utilized Data to any third party in any form that identifies you or Company.  Atlas Routes will not disclose any Client Data to any third party in any form unless required by law.

These Terms commence upon the earlier of your acceptance of this Terms or your use of the Program and shall continue until terminated by you, Atlas Routes or Client.  The expiration or termination of the MSA for any reason shall automatically terminate these Terms.

You may terminate this Agreement by written notice to us.  In addition, this Agreement will terminate immediately upon the end of your employment or retention by Client, if Client otherwise ends its authorization of your use. Client may, in its sole discretion, terminate and/or suspend your access to any portion of the Program; you understand that Atlas Routes cannot restore your access in the event Client has terminated and/or suspended it.  

We may terminate and/or suspend this Agreement and your access to any portion of the Program with or without notice to you if we reasonably determine that you have violated any provision of the Agreement.  

Upon termination for any reason, you shall immediately cease use of the Program. 

You understand and agree that, after termination of this Agreement for any reason, Atlas Routes may (but is not obligated to) delete Client Data; you understand that Client Data that has been deleted cannot be restored. 

Sections 1, and 3 through 15 shall survive termination of these Terms for any reason.

You may access and use the Program by providing your unique access credentials, as instructed by either Atlas Routes or your Client (your "Credentials").  You are solely responsible for (1) maintaining the strict confidentiality of your Credentials, (2) not allowing another person to use your Credentials to access the Program, (3) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your Credentials. You agree to immediately notify Atlas Routes in writing of any unauthorized use of your Credentials or any other breach of security, and to ensure that you sign out from your account at the end of each session. Atlas Routes is not and shall not be liable for any harm arising from or relating to the theft of your Credentials, your disclosure of your Credentials, or the use of your Credentials by another person or entity.

Any attempt to obtain unauthorized access or to exceed authorized access to the Program shall be considered a trespass and computer fraud and abuse, punishable under state and federal laws. Atlas Routes hereby notifies you that any or all communications with the Program can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by Atlas Routes in its sole discretion and without further notice.

The Program may contain links to third party websites solely for your convenience.  Atlas Routes does not endorse, nor make any warranties or representations about, any website you may access through a link from the Program.  You agree and acknowledge that you (and not Atlas Routes) assume all risk for any dealings or transactions of any nature, including without limitation, the purchase or use of any products or services from, or the reliance upon any information or materials contained in, such linked websites.  Such linked websites may have their own terms of use and privacy policies and Atlas Routes is not responsible or liable with respect thereof. Atlas Routes reserves the right to terminate, remove or disable any link at any time for any reason, including if Atlas Routes determines in its sole discretion that such link violates any rights of Atlas Routes or causes interruption or deterioration of the Program.

If you provide feedback to Atlas Routes concerning the features, functionality or performance of the Program, including questions, recommendations, comments and suggestions (collectively, the “Feedback”), the Feedback shall be deemed to be non-confidential and Atlas Routes shall have no obligation of any kind with respect to the Feedback.  Without limiting the foregoing, Atlas Routes has no obligation to review, consider, or implement Feedback.  You agree and acknowledge that Atlas Routes shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works and distribute the Feedback to others without limitation, and to authorize others to do the same.  Further, Atlas Routes shall be free to use any ideas, concepts, know-how or techniques contained in the Feedback for any legal purpose whatsoever, including, without limitation, developing, manufacturing and marketing products and other items incorporating the Feedback.  Atlas Routes shall not be liable or owe any compensation for any use or disclosure of the Feedback. In the event you decide to provide any Feedback, you hereby assign and agree to assign to Atlas Routes all of your title, right and interest, including all associated intellectual property rights, in and to the Feedback. All ownership rights in and to the Feedback shall inure to the sole and exclusive benefit of Atlas Routes. 

Furthermore, you acknowledge and agree that Atlas Routes may obtain, anonymize and/or aggregate analytics, technical and other data about your use of the Program ("Analytics"). Atlas Routes may use the Feedback and/or Analytics for any lawful purpose.

If applicable, the Program may contain public features such as message boards, forums, bulletin boards, user comments, and other interactive features (collectively, “Interactive Services”) that allow you to publicly post, submit, publish, display or transmit content, including text, photographs, and other date (“User Generated Content”). You hereby grant to Atlas Routes a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit User Generated Content you submit to the Interactive Services in any media now existing or hereafter developed, including without limitation on websites, in audio format, and in any print media format. "User Generated Content" includes but is not limited to content posted on message board posts, blogs, journals, and user comments. You hereby waive any rights of publicity and privacy with respect to the User Generated Content and any other legal or moral rights that might preclude Atlas Route’s use of the User Generated Content or require your permission for Atlas Routes to use the User Generated Content. You agree not to assert any claim, whether based on tort, contract, or other legal theory, against Atlas Routes use of the User Generated Content in accordance with your privacy settings, and you hereby release Atlas Routes and its sublicensees from any such claims. You represent that your User Generated Content: (1) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights; (2) will not violate any law, statute, ordinance or regulation; (3) will not be obscene or contain child pornography; (4) will not contain any viruses, worms, time bombs or other computer programming code that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (5) will not violate any third party's rights of publicity or privacy; and (6) will not be defamatory, unlawfully threatening or harassing, harmful to minors in any way, or otherwise offensive or inappropriate. You are responsible for complying with all laws applicable to your User Generated Content. 

We caution you to be careful in the information you disclose in any User Generated Content.  Atlas Routes is not responsible the acts of any other party with respect to the use, inability to use or misuse of any User Generated Content.

We try to provide helpful and accurate information through the Program, but we make no endorsement, representation or warranty of any kind about any information, services or recommendations made available through the Program or any other Atlas Routes materials. The Program is an informational tool only and is not intended to replace compliance, legal, regulatory or other professional advice. The Program and all Atlas Routes materials are provided "as is" and without warranties of any kind, either express or implied.  To the fullest extent permissible pursuant to applicable law, Atlas Routes disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.  Without limiting the foregoing, Atlas Routes does not warrant or make any representation: (a) that the Program will be uninterrupted or error-free, that defects will be corrected; and (b) regarding the use, or the results of the use, of the Program or any Atlas Routes materials, regarding their correctness, accuracy, reliability, or otherwise.  You (and not Atlas Routes) assume the entire risk of using the Program and/or any Atlas Routes materials, including the cost of all necessary remediation, servicing, repair or correction.  Applicable law may not allow the exclusion of implied warranties so the above exclusion may not apply to you. The MSA, if applicable, may include warranties; in that event, some or all of the provisions of this Section 9 may not apply to you or Client.  

Each party is solely responsible to comply with all laws and regulations relating to it and/or its business operations.

UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM THE AGREEMENT OR OTHERWISE RESULT FROM ANY USE OF THE PROGRAM OR OTHER ATLAS ROUTES MATERIALS OR ANY OTHER CONTENT, PRODUCTS, GOODS OR SERVICES ACCESSED, PURCHASED OR OTHERWISE TRANSMITTED OR MADE AVAILABLE THROUGH THE PROGRAM, OR THE USE, MISUSE, INABILITY TO USE, OR RELIANCE ON ANY OF THE FOREGOING, INCLUDING THE PROGRAM OR ANY OTHER ATLAS ROUTES MATERIALS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY CLIENT FOR YOUR USE OF THE PROGRAM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  

UNDER NO CIRCUMSTANCES SHALL ATLAS ROUTES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, EQUIPMENT FAILURES, OR ACTS OF GOD.

Atlas Routes agrees to defend, indemnify and hold you (or Client, as applicable) harmless against any losses, expenses, costs or damages (including reasonable attorneys’ fees, experts’ fees and other reasonable costs of litigation) to the extent arising out of any third party claim alleging that the Program infringes upon such party’s U.S, patent, copyright or other proprietary right (“IP Claim”). If use of the Program becomes, or in Atlas Routes’ reasonable opinion is likely to become, the subject of an IP Claim, then Atlas Routes may, in its discretion and at its own expense:  (a) obtain for you (or Client, as applicable) the right to continue using the Program; (b) modify the Program so that it is no longer infringing; or (c) terminate this Agreement and issue a refund of any pre-paid but unused fees.  Atlas Routes will have no liability for any IP Claim to the extent it arises from: (i) your or Client’s breach of this Agreement; (ii) Customer Data; (iii) Atlas Routes’ compliance with any of your or Client’s instructions; or (iv) continued use of the Program after Atlas Routes notifies you (or Client, as applicable) to discontinue use due to an IP Claim.  THE FOREGOING STATES ATLAS ROUTES’ ENTIRE LIABILITY AND YOUR AND CLIENT EXCLUSIVE REMEDIES FOR ANY CLAIM OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS INFRINGEMENT OR MISAPPROPRIATION.

You (or Client, as applicable) agree to defend, indemnify and hold Atlas Routes and its respective directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including Atlas Routes' reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) in connection with, arising out of, resulting from or caused by (a) your material breach of these Terms or the MSA, as applicable), (b) your unauthorized or unlawful use of the Program, and (c) the unauthorized or unlawful use of the Program by any other person using your Credentials. 

Atlas Routes makes no representation that the Program is appropriate or available for use outside the United States and/or in any particular jurisdiction, and access to it from jurisdictions where any of its content or use thereof is illegal is prohibited. Those who choose to access the Program from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Program or any portion thereof in violation of United States export laws or regulations.  

You acknowledge and agree that Atlas Routes will cooperate with governmental authorities and agencies  to protect the Program, users, third parties, Atlas Routes, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents and operational providers, when Atlas Routes determines, in its discretion, that such cooperation is appropriate to prevent or remedy unauthorized use of the Program.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Site, please notify Atlas Health’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work that you claim is being infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Site;

4. Information reasonably sufficient to permit eHarmony to contact you, such as your address, telephone number, and e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to info@atlasroutes.com with “DMCA Notice” in the subject line.  

These Terms and the MSA, if applicable, contain the entire agreement between you and Atlas Routes relating to the subject matter hereof, and supersede any other oral or written communications relating thereto. These Terms may not be amended or supplemented by (a) any email message, purchase order, or similar communication originated by you relating to the subject matter hereof, or (b) statements of any of Atlas Routes' representative. Except as otherwise provided herein, these Terms may not be modified except in writing, signed by both parties.

Any claim relating to the Program or these Terms shall be governed and construed in accordance with the laws of the state of Delaware, without giving effect to any principles of conflicts of law.  Venue and personal jurisdiction shall lie solely in the state and federal courts located in the state of Delaware.

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. 

Any failure to enforce any term or provision of these Terms shall not be deemed a waiver of that or any other breach of that or any other term or provision. In addition, any failure to enforce any term or provision of these Terms shall not constitute a waiver of a future breach of that or any other term or provision of these Terms.

The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.