Drogo — Terms of Service

These Terms of Service ("Terms") govern access to and use of the Drogo platform — the driver mobile application, the operator dashboard at admin.drogo.app, the public order-tracking pages, and the integration APIs (together, the "Service"). The Service is provided by Drogo ("Drogo", "we", "us") and is offered to businesses in the United States.

By creating an account, signing an order form that references the Service, or signing in to the dashboard, the driver app or the APIs, you agree to these Terms on your own behalf and, if you act for a Customer, on its behalf. If you do not agree, do not use the Service. Recipients who view a tracking page are not parties to these Terms; section 6 explains their position.

01Who these Terms are between

The Service is sold to businesses. "Customer" means the delivery business, retailer or fleet operator that signs up for the Service or on whose behalf an account is created — referred to in the Service as the Organization. "User" means anyone the Customer allows to use the Service under the Customer's account, including dispatchers, administrators and drivers.

A driver does not buy the Service and is not our customer: their account is created, managed and removed by the Customer, and their relationship — including pay, hours, scheduling and employment status — is with the Customer, not Drogo. A driver who signs in to the app accepts these Terms as a User, and the driver terms in section 5 apply to them.

A signed agreement wins. Where the Customer and Drogo have signed a separate written agreement, order form or statement of work covering the Service, that document controls over these Terms for anything it addresses. These Terms fill the gaps and apply in full where no signed agreement exists.

02What the Service is — and what it is not

Drogo is software for running deliveries: assigning orders to drivers, tracking them in real time, capturing proof of delivery, calculating driver hours and pay from rules the Customer configures, and exchanging that information with the Customer's own systems.

Drogo does not perform deliveries. We do not employ, engage, supervise, direct, schedule, insure or dispatch drivers; we do not take possession of, handle, inspect, verify or sell any goods; and we are not a party to any transaction between the Customer and its own customers. Drivers are the Customer's employees or contractors, and the Customer alone is responsible for them, for their conduct, for their pay and classification, for verifying any hours or earnings figures the Service produces before relying on them for payroll or wage statements, and for anything that happens to an order in their care.

Compliance is the Customer's. The Customer is responsible for holding every license, permit and authorization its business requires, for the legality of what it delivers and where it delivers it, for age or identity checks a delivery requires, and for the tax and employment obligations of its operation. Drogo does not verify licenses, does not advise on regulation, and nothing in the Service is compliance advice.

Cannabis. Many Customers are cannabis licensees. The parties intend these Terms to be enforceable under California Civil Code section 1550.5(b) as a contract for commercial activity relating to cannabis conducted in compliance with California law, and neither party will assert the status of cannabis under federal law as a defense to enforcing these Terms. Drogo does not sell, distribute, transport, store or take title to cannabis goods, is not a cannabis licensee, and does not receive any share of the Customer's cannabis sales — a percentage the Customer configures in the Service is the pay it gives its own driver, not a fee to Drogo. Drogo does not represent that the Service satisfies any regulatory requirement that applies to the Customer — including requirements that deliveries be made only by the Customer's own employees who meet age and other conditions, vehicle-tracking or GPS requirements, age and identity verification, or record-keeping and retention. The Customer is solely responsible for meeting those requirements and for exporting and keeping any records the law requires it to keep; the Service is not a system of record for regulatory retention.

03Accounts and access

The Customer creates accounts for its Users and decides what each one may do. The Customer is responsible for keeping credentials confidential, for everything done under its accounts, and for removing access when a User leaves. Tell us promptly at support@drogo.app if you believe an account has been compromised.

The Customer will make these Terms available to each User before the User's first sign-in, will not let anyone use the Service who has not accepted them, and is responsible for its Users' compliance. Drogo may also require Users to accept these Terms in the app.

The Service is for adults. No one under 18 may use it, and the Customer must not create an account for anyone under 18 or under any higher minimum age its license requires (California cannabis delivery employees must be at least 21).

We may suspend an account or the Service where we reasonably believe it is necessary to stop material harm — for example an active security incident, unlawful use, or non-payment that has gone unresolved after notice. We restore access as soon as the cause is resolved.

04Acceptable use

You may not, and may not permit anyone to:

• use the Service in violation of any law, or to deliver anything the Customer is not licensed to deliver;
• copy, modify, decompile, reverse engineer or create derivative works of the Service, except to the extent that restriction is unenforceable by law;
• resell, sublicense or provide the Service to a third party that is not a User, or use it to build a competing product;
• probe, scan, overload or interfere with the Service or its infrastructure, or circumvent any authentication, rate limit or access control;
• upload malware, or content you have no right to upload;
• use another person's credentials, or falsify who you are or which Organization you act for.

Integration credentials and signing secrets are issued per integration. Sharing them outside the Organization they were issued to is a breach of these Terms.

05Drivers

A driver using the app agrees that, while on shift and only while on shift, the app records the device's location in the background so deliveries can be tracked. While a delivery is in progress, the driver's live position is shown to the Customer's dispatchers and, on the public tracking page, to the recipient of that delivery. Proof of delivery — which may include a photograph and, where a delivery requires it, an image of a recipient's identity document — is collected and shared with the Customer. What is collected and why is set out in the Privacy Policy. A driver may stop location collection at any time by going off shift or by withdrawing the permission in device settings; core features of the app will not work without it.

Deletion of a driver's account and personal data is described at Account and Data Deletion.

Hours and earnings shown in the app are calculated from rules and rates your Organization configures. They are a tool for your Organization — not a wage statement, a timekeeping record of record, or a pay commitment from Drogo. Questions or disputes about pay, hours, shifts or employment status go to your Organization.

Mobile app and app stores. The driver app is licensed, not sold, for use on devices you control, under these Terms. Apple and Google are not parties to these Terms, have no obligation to maintain or support the app, and are not responsible for it or for any claim relating to it, including product-liability, consumer-protection or intellectual-property claims; Drogo is. Apple and its subsidiaries are third-party beneficiaries of this paragraph and may enforce it. You represent that you are not located in a country subject to a U.S. government embargo or listed on a U.S. government list of prohibited or restricted parties.

06Recipients and the tracking page

The order-tracking page is shown to a recipient on behalf of the Customer whose delivery it tracks, and Drogo processes recipient information (name, delivery address, contact details, order reference, and — where the Customer requires it — an image of an identity document) solely as the Customer's service provider under section 7. The Customer is responsible for telling recipients, in its own terms and privacy notice, that deliveries are tracked and that Drogo processes their information for that purpose, and for obtaining any consent its regulator or the law requires, including for photographing an identity document. Recipients with questions about their information should contact the business they ordered from; Drogo will forward any request it receives to the relevant Customer.

07Customer data

As between the parties, the Customer owns the data it and its Users put into the Service, and the records the Service produces about the Customer's deliveries ("Customer Data"). The Customer grants Drogo the right to host, process, transmit and display Customer Data for the purpose of providing and supporting the Service, and to produce de-identified, aggregated statistics that do not identify the Customer, any User, or any recipient; we will not attempt to re-identify them.

Personal information; Drogo as service provider. To the extent Customer Data includes personal information about Users or recipients, Drogo processes it as the Customer's service provider and processor, solely to provide, support and secure the Service and as the Customer otherwise instructs in writing. Drogo will not sell or share that personal information; will not retain, use or disclose it for any purpose other than the business purposes described in these Terms, or outside the direct business relationship with the Customer; and will not combine it with personal information obtained from anyone else, except as privacy law permits a service provider to do. Drogo will apply the safeguards in section 8; will reasonably assist the Customer in responding to privacy requests from Users and recipients; will notify the Customer if Drogo determines it can no longer meet this section, in which case the Customer may suspend the affected processing; and will delete or return personal information at the end of the Service as described in section 15. Drogo's subprocessors are the service providers listed in the Privacy Policy; we will update that list before adding one. The Customer is responsible for giving Users and recipients any privacy notice the law requires of it (including any notice at collection to its employees) and for having a lawful basis for what it collects. If the Customer needs a separate data processing agreement, we will sign one consistent with this section.

Data the Service sends to a system the Customer has connected — its point of sale, its storefront — is shared at the Customer's direction.

The Customer is responsible for the accuracy of the data it sends us, including recipient addresses and contact details, and for having the right to send them.

08Security

Drogo maintains reasonable administrative, technical and physical safeguards appropriate to the sensitivity of Customer Data, including encryption in transit, role-based access, and time-limited signed links for stored images. If Drogo confirms unauthorized access to Customer Data that includes personal information, Drogo will notify the Customer without undue delay and in any event within 72 hours of confirmation, with the information Drogo has about what was affected, and will cooperate with the Customer's own notification obligations. The Customer is responsible for notices to its Users, recipients and regulators.

09Confidentiality

Each party will use the other's non-public business, technical or financial information only for the purposes of these Terms, will protect it with at least reasonable care, and will not disclose it except to its staff and advisers who need it and are bound to keep it confidential, or where the law requires disclosure after notice to the other party where lawful. Customer Data is the Customer's confidential information. This obligation lasts three years after the Service ends, and indefinitely for trade secrets and signing secrets.

10Integrations and third parties

The Service connects to systems the Customer chooses — its POS, its storefront, mapping, messaging and cloud providers. We are not responsible for a third-party system's availability, accuracy or security, and a Customer that enables an integration authorizes the exchange of the data that integration carries. Third-party services are governed by their own terms.

The Customer must verify the signature on every event Drogo sends and keep signing secrets in a secrets store. We may change the APIs; we give at least 30 days' notice of changes that break an existing integration where practical.

11Fees

Fees, billing period and payment terms are those set out in the signed agreement or order form between the Customer and Drogo. Nothing on our website is an offer of a particular price. Where no price has been agreed, use is free until one is. Unless the agreement says otherwise, fees are invoiced in advance, are payable within 30 days, are exclusive of taxes, and are non-refundable once the period they cover has begun. Free or trial use is provided as-is, may be limited or ended at any time, and section 13 is the only remedy.

12Intellectual property and availability

Drogo owns the Service, its software, documentation and design, and all rights in them. These Terms grant the Customer a non-exclusive, non-transferable right to use the Service during the term. Feedback and suggestions you send us may be used without restriction or obligation to you.

We work to keep the Service running and to restore it quickly when it breaks, but the Service is provided without any uptime commitment unless a signed agreement states one. Maintenance, changes and interruptions are part of operating software; we give advance notice of planned interruptions where practical. Features marked beta or preview may change or be withdrawn without notice and are excluded from any uptime commitment.

Neither party is liable for a failure caused by events beyond its reasonable control — including internet or cloud-provider outages, power failures, natural disasters, government action or labor disputes — except that this does not excuse payment of fees already due.

Except where a signed agreement says otherwise, and to the fullest extent permitted by law, the Service is provided "as is" and "as available", and Drogo disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that location data, routing, estimates or distance calculations will be accurate. Estimates are estimates.

13Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data.

To the fullest extent permitted by law, Drogo's total liability arising out of or relating to the Service and these Terms is limited to the greater of (a) the fees the Customer paid Drogo for the Service in the twelve months before the event giving rise to the claim and (b) US$1,000.

The exclusions and cap in this section do not apply to a party's gross negligence, willful misconduct or fraud, to the Customer's payment obligations, to the Customer's indemnity in section 14, to a breach of section 4 (acceptable use), or to any liability that cannot be limited under applicable law.

14Indemnity

The Customer will defend and indemnify Drogo against third-party claims — including claims by the Customer's drivers or other Users, by recipients of its deliveries, and by any regulator or licensing authority — and the resulting damages, fines and reasonable costs, to the extent arising from the Customer's deliveries, its goods, its drivers and their conduct, pay or classification, its licensing or other compliance failures, its Customer Data (including identity-document images it chose to collect), or its use of the Service in breach of these Terms. We will tell the Customer promptly about any such claim and let the Customer control the defense of it, and the Customer will not settle a claim in a way that admits fault on our behalf without our consent.

15Term and termination

These Terms apply while any account exists or the Service is used. Either party may terminate for the other's material breach that is not cured within 30 days of written notice. Where no signed agreement sets a term, either party may terminate for convenience on 30 days' written notice.

On termination, access ends. If Drogo terminates for convenience, it refunds any prepaid fees for the period after termination. The Customer may request an export of its Customer Data, in a commonly used machine-readable format, within 30 days after termination. After that period we delete Customer Data within 90 days, except for backups, which expire in the ordinary course within 14 days, and records the law requires us to keep. Sections that by their nature should survive — fees accrued, intellectual property, confidentiality, disclaimers, liability, indemnity, notices, governing law — survive.

16Changes to these Terms

We may update these Terms. Material changes take effect 30 days after we post the updated Terms and, where we hold a contact address for the Customer, notify it; continued use after that is acceptance. The date at the top of this page always states when it last changed.

17Notices

We give notices to the Customer by email to the administrator address on its account, or by posting in the dashboard; the Customer gives notices to us by email to support@drogo.app. Notices are effective when sent, unless the sender is told the message could not be delivered. You agree that we may communicate with you electronically and that electronic records and signatures satisfy any requirement for a writing.

18Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state courts located in Los Angeles County, California, except that a claim that must be brought in federal court may be brought in the United States District Court for the Central District of California. Before filing, the parties will try in good faith for 30 days to resolve the dispute by talking to each other; either party may seek injunctive relief at any time to stop a security incident, misuse of credentials or infringement of its intellectual property.

19General

These Terms, together with any signed agreement, are the entire agreement about the Service. The Privacy Policy describes how Drogo handles personal information and is not a contract term, but section 7 is. If a provision is unenforceable, the rest stands. A delay in enforcing a right is not a waiver of it. Neither party may assign these Terms without the other's consent, except to a successor of its business. Nothing here creates a partnership, agency or employment relationship between the parties, or between Drogo and any driver.

20Contact

Questions about these Terms: support@drogo.app.