THESE TERMS OF SERVICE AND THE ORDERING DOCUMENT ENTERED INTO BY THE END USER (“YOU” OR “YOUR”) (COLLECTIVELY, THE “USER TERMS”), APPLY TO YOUR USE OF THE MILEIQ MOBILE APPLICATION (“APPLICATION”), THE WEBSITE LOCATED AT WWW.MILEIQ.COM (“WEBSITE”), AND ANY OTHER SERVICES RELATED TO THE FOREGOING (WHERE THE APPLICATION, WEBSITE AND RELATED SERVICES ARE COLLECTIVELY HEREINAFTER REFERRED TO AS THE “SERVICES”) PROVIDED BY MILEIQ, INC. (“MILEIQ,” “WE”, “OUR”, OR “US”).
IF YOU ARE ENTERING INTO AN AGREEMENT WITH MILEIQ ON BEHALF OF AN ENTITY OR COMPANY, YOU WILL NEED TO ENTER INTO THE ENTERPRISE CUSTOMER TERMS OF USE FOUND BELOW.
PLEASE READ ALL OF THE USER TERMS CAREFULLY. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE READ ALL OF THE USER TERMS; (II) YOU UNDERSTAND ALL OF THE USER TERMS; AND (III) YOU AGREE TO BE LEGALLY BOUND BY THE USER TERMS.
IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THE USER TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
MileIQ Service and Features.
The Services consist of a mobile application that automatically tracks miles, using your device’s location data, to assist you in the creation of a mileage log. You can use your mileage log to organize, categorize, classify, report and manage your reimbursable and deductible business miles. The Services may ask you to opt-in to certain features, like daily notifications and weekly/monthly mileage summaries. If you decide you no longer want to access an opt-in feature, you may opt-out with help from MileIQ Support or via the settings menu in the Application or Website. MileIQ reserves the right to ask you for additional information verifying your identity prior processing your request.
Privacy
Your privacy is important to us. Please review our Privacy Policy, the contents of which are hereby incorporated by reference, to understand our privacy practices. By accessing or using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. A copy of our Privacy Policy can be accessed at https://www.mileiq.com/privacy.
License. Subject to the terms, conditions and limitations set forth in the User Terms, MileIQ grants you a nonexclusive, non-transferable and revocable license to access or use the Services on any mobile device that you own or control. The terms of the license will also govern any upgrades provided by MileIQ that replace and/or supplement the Services, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.
Restrictions. You agree not to do, or authorize or permit any third-party to do, any of the following: (i) distribute or make the Services available over a network where it could be used by multiple devices at the same time; (ii) rent, lease, lend, sell, redistribute or sublicense the Services; (iii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Services, or any updates or any part thereof (except as and only to the extent any of these restrictions are prohibited by applicable law); or (iv) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Services. If you violate any of the restrictions set forth in the User Terms, your right to use of the Services will immediately cease, and you will have infringed the copyright and other rights of MileIQ, which may subject you to prosecution and damages. MileIQ reserves all rights not expressly granted to you in the User Terms.
Safety. You acknowledge and agree that you will only use the Services when it is safe to do so. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL MILEIQ BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LIABILITIES OR DAMAGES, INCLUDING WITHOUT LIMITATION LIABILITY OR DAMAGES FOR ANY PERSONAL INJURY, DEATH OR DAMAGE TO PERSONAL PROPERTY, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES IN A NEGLIGENT OR UNSAFE MANNER.
Subscription Terms. For certain Services, MileIQ will charge you the subscription fees set forth on an ordering document that references these Terms of Service (“Paid Subscriptions”).
Unless otherwise agreed to by MileIQ, subscriptions renew automatically for successive monthly or annual subscription periods (as applicable) until canceled. If you initiated your subscription through Apple, see https://support.apple.com/en-us/HT202039 (or its successor website) for information about managing your auto-renewing subscription. If you initiated your subscription through Google Play, see https://support.google.com/googleplay/answer/2476088?vid=1-635770230184706449-3000457038 (or its successor website) for information about managing your auto-renewing subscription. If you initiated your subscription directly from MileIQ, contact MileIQ Support with your formal request for cancellation. MileIQ reserves the right to ask you for additional information verifying your identity prior to cancelling your subscription. Cancellations received with at least 10 days prior notice are effective at the end of the then-current subscription period; cancellations received fewer than 10 days before the end the then-current subscription period are effective at the end of the next subscription period. MileIQ may cancel your subscription with or without cause at any time. If MileIQ cancels your subscription without cause before the end of your subscription period, you may be entitled to a refund (prorated for the time remaining on your subscription period). Otherwise, subscriptions are non-refundable except as expressly set forth in writing by MileIQ. Termination of your subscription will automatically terminate these User Terms. Unless expressly set forth in writing by MileIQ, the prices provided by MileIQ do not include any tax, tariff, duty, or assessment imposed by any government authority associated with the provision of the Services. You are responsible for paying any tax, tariff, duty, or assessment imposed by any government authority associated with the provision Services, excluding any taxes related to MileIQ’s income.
EU Refund Policy. If you are a resident in an EU member state, the provisions of this section entitled EU Refund Policy are applicable to you. When you purchase a Paid Subscription from MileIQ, you acknowledge that you expressly consent to the commencement of such Paid Subscription immediately, and within the 14 day cooling-off period provided by law. You have the right to cancel your Paid Subscription within 14 days without giving any reason. This cancellation period will expire after 14 days from the day MileIQ sends you an email confirming the purchase of your Paid Subscription. If you are resident in an EU Member State and cancel your Paid Subscription within this 14 day cooling-off period, you will be liable to pay MileIQ for your use of your Paid Subscription up to the time you informed us of your decision to cancel your Paid Subscription. This amount will be calculated as a proportion of the total price payable for your Paid Subscription. You may inform MileIQ of your decision to cancel this contract by submitting the form found on MileIQ support with the subject line marked as ‘cancel subscription’. MileIQ reserves the right to ask you for additional information verifying your identity prior to cancelling your subscription. Where you are purchasing a Paid Subscription from MileIQ, payment will be debited from your account or your credit or debit card account (as applicable) upon or shortly after you have confirmed your order, or in the case of a recurring payment, on the date on which your Paid Subscription is renewed. Shortly after you have confirmed your order, you will receive a confirmation email, which will include the Terms of Service and the details of the relevant transaction. This confirmation email indicates our acceptance of your offer to purchase your Paid Subscription (as applicable).
Promo Codes. Promo codes may allow you to receive a discount off subscription fees or other benefits, depending on the type of promo code. Promo codes must be redeemed at the time you order a subscription to the Services and cannot be combined with any other discounts, promotions or offers without MileIQ’s express consent. Redemption of promo codes is subject to MileIQ’s approval and valid registration with MileIQ. Promo codes are not transferable except with MileIQ’s express consent. You are solely responsible for the payment of any taxes that you incur as a result of using any service code. Additional services code terms may apply.
Registration Data & Account Information. You agree to: (i) provide accurate, current and complete information about you as may be prompted by the registration process (“Registration Data”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information you provide to MileIQ, in order to keep it accurate, current and complete; and (iv) accept all risk of unauthorized access to the Registration Data and any other information you provide to MileIQ. You represent and warrant that all Registration Data is accurate, current and complete. You may update your information via the Website, Application or the website located at https://dashboard.MileIQ.com. The Services are intended solely for users who are 13 years of age or older. In addition, if you are under 18 years old, you may use the Services only with the approval of your parent or guardian.
Third-Party Sites and Services; Third-Party Materials. MileIQ may provide links to third-party websites, applications, mobile services or other third-party services (“Third-Party Services”) and may also display, link to or otherwise make available third-party content, data, information, events, applications or materials (“Third-Party Materials”). MileIQ does not endorse or control, and makes no representations or warranties of any kind regarding, any Third-Party Services or Third-Party Materials, including, but not limited to, the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality or any other aspect thereof. Your use of the Third-Party Services and Third-Party Materials may be subject to terms other than the User Terms, and if you access or use any third-party website or application, you should be aware that MileIQ’s terms and policies, including the User Terms, no longer govern. You should review the applicable terms and policies, including, but not limited to, privacy and data gathering practices, of any third-party website or application to which you navigate from the Services. The Third-Party Services and Third-Party Materials may include Google Maps features and content. The use of Google Maps features and content is subject to the then-current version of the Google Maps/Google Earth Additional Terms of Services at https://maps.google.com/help/terms_maps/ and the Google Privacy Policy at https://policies.google.com/privacy. The Third-Party Services and Third-Party Materials also may include Bing Maps and MapPoint Service features and content. The use of Bing Maps and MapPoint Service is subject to the then current version of the Microsoft Bing Maps and MapPoint Web Service End User Terms of Use and Embedded Maps Service Terms of Use available at https://www.microsoft.com/en-us/maps/product/enduserterms.
Third-Party Interactions. The following provisions do not limit the application of the Quebec Consumer Protection Act, if such legislation otherwise applies. Your use of the Services and your contact, interaction or dealings with any third-parties arising out of your use of the Services is solely at your own risk. You acknowledge and agree that MileIQ is not responsible or liable in any manner for any loss, damage or harm of any sort incurred as a result of your use of the Services.
Correction of Errors and Inaccuracies; Limitations on Services. The information on the Services may contain typographical errors or inaccuracies, and may not be complete or current. MileIQ therefore reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice. Please note that such errors, inaccuracies, or omissions may relate to Services descriptions, pricing, and availability. MileIQ also reserves the right to limit the scope of Services.
User Content and Conduct. You are solely responsible for all content you upload to or use with the Services, as well as your conduct and the conduct of anyone using your account. The content you upload to or use with the Services must comply with the user content and conduct rules below. Enforcement of the user content and conduct rules set forth in the User Terms is solely at MileIQ’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third-party or any reasonable expectation that MileIQ will not contain any content that is prohibited by such rules.
You agree not to upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
You further agree that you are solely responsible for your conduct with respect to the Services, and you agree that you will not do any of the following in connection with the Services:
The following provisions do not limit the application of the Quebec Consumer Protection Act, if such legislation otherwise applies. MileIQ takes no responsibility and assumes no liability for any user conduct or for any user content posted or uploaded on (or otherwise made available via) the Services, nor is MileIQ liable for any mistakes, defamation, slander, libel, omissions, or other material you may encounter while using the Services. Your use of the Services is at your own risk.
Although MileIQ does not control and has no obligation to screen, edit or monitor any of the user content posted or uploaded on (or otherwise made available via) the Services, MileIQ reserves the right, and has absolute discretion, to remove, screen or edit any user content posted or uploaded on the Services at any time and for any reason without notice. Any use of the Services in violation of the foregoing violates the User Terms and may result in, among other things, termination or suspension of your rights to use the Services.
Except for any Feedback you provide with respect to the Services, for any of MileIQ’s products and services, or as specifically provided otherwise in the User Terms or in a separate agreement between you and MileIQ, you retain ownership of the user content you post on, upload to, or otherwise make available via the Services. However, if you post user content on, upload user content to or otherwise make user content available via the Services, you grant MileIQ and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, and distribute such user content solely to enable MileIQ to operate the Services. You represent and warrant that: (i) you own and control all of the rights to the user content that you post on, upload to, or otherwise make available via the Services, or you otherwise have the right to make available such user content via the Services and grant the rights granted in the User Terms; and (ii) MileIQ’s use, reproduction, modification, adaptation, and distribution of the user content as authorized herein does not violate the User Terms and will not violate any rights of or cause injury to any person or entity. You hereby grant to MileIQ a perpetual, irrevocable right and license to exploit Feedback in any and every way. “Feedback” means any suggestion or idea for improving or modifying the Services.
Location Information. MileIQ collects location information and it will be used and disclosed as set forth in the Privacy Policy.
You acknowledge and agree that by accepting the User Terms or using the Services you affirmatively consent to MileIQ’s collection, use, disclosure and storage of your location information.
You may revoke your consent with respect to MileIQ’s collection, use, disclosure and storage of your location information at any time by contacting MileIQ Support and deleting the Application from your mobile device. MileIQ reserves the right to ask you for additional information verifying your identity prior to processing your revocation of consent. Please know that if you revoke your consent by doing one of the foregoing or you delete or deactivate your account, we may retain certain information as required by law or for legitimate business purposes. We may also retain cached or archived copies of information about you for a certain period.
If you consent to our collection of location information and you do not subsequently stop the collection of this location information, MileIQ will continue to collect this location information.
If you consent to our collection of location information, subsequently stop the collection of this location information and later consent to the collection of this location information, MileIQ will resume the collection of location information.
MileIQ takes reasonable measures to protect your location information from loss, theft, misuse and unauthorized access, disclosure, alteration and destruction.
MileIQ is for your use and to collect your location information. You may not use MileIQ to collect another individual's location information. If you violate this restriction or any other restriction, you will have breached the User Terms, which may subject you to prosecution and damages.
Ownership. The Services contain the valuable proprietary content of MileIQ and its licensors and is protected by copyright and other intellectual property laws and treaties. You agree not to use the Services except in their intended manner in accordance with the User Terms.
Modification of User Terms. MileIQ reserves the right to change any of the terms and conditions contained in the User Terms, or any policy or guideline of MileIQ, at any time and in its sole discretion by posting the revisions via the Website or within the Application. Additionally, notice may be provided by sending an email or by another legally sufficient form of notice. Changes will only become effective at the end of the 30 day period commencing upon the posting or other notice of the changes (“Notice Period”). If you disagree with any changes, you may terminate your use of the Services within the Notice Period and, if termination is effective prior to the end of your current subscription period, you may be entitled to a prorated refund. Please contact MileIQ Support for refund information. MileIQ reserves the right to ask you for additional information verifying your identity prior evaluating your request for a refund. You should review the User Terms on a regular basis and read the notices MileIQ sends to you. Use of the Services after the Notice Period will constitute your acceptance of the changes/modifications.
Changes to Fees. MileIQ reserves the right to change the fees for any of its services (for example, subscription fees) at any time. Reasons for fee changes may include, but are not limited to, changes in market conditions, the cost of providing the services, or changes in MileIQ’s business strategies. If MileIQ decides to change the applicable fees, MileIQ will provide you with advance notice of these changes by email or through a notification within the Application. The new fees will apply at the start of the next subscription period that is at least 30 days after the notice. By continuing to use the services after the price change takes effect, you agree to pay the new fees.
Termination. The User Terms are effective on the date that you first access or use the Services, or as otherwise set forth in an ordering document with MileIQ, and continue for the length of your subscription period. You may terminate these User Terms (a) if MileIQ does not cure any breaches its obligations under these User Terms within 30 days of your written notice of such breach; (b) by canceling your subscription as set forth above; or (c) as otherwise consented to in writing by MileIQ. MileIQ may terminate these User Terms if you breach any of the terms and conditions of these User Terms. In the event of any termination of the User Terms: (i) all licenses granted under the User Terms will immediately terminate; and (ii) you must immediately cease all use of the Services and destroy or erase all copies of the Application in your possession or control. All of the sections of the User Terms will survive any termination except the “License” section. Any use of the Services after termination is unlicensed and is in violation of the copyright and other rights of MileIQ.
Disclaimers. THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC'S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MILEIQ DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES, ALL RELATED PRODUCTS AND SERVICES, USER CONTENT, THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT MILEIQ KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. MILEIQ DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY MILEIQ OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
Indemnification. You agree, at your sole expense, to defend, indemnify and hold MileIQ, our service providers and consultants, and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) your conduct; (ii) your violation of the User Terms or the rights of any third-party; or (iii) any user content.
Limitation of Liability. The following provision does not limit the application of the Quebec Consumer Protection Act, if such legislation otherwise applies. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL MILEIQ BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES, RELATED PRODUCTS AND SERVICES, USER CONTENT, THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) AND EVEN IF MILEIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL MILEIQ’S TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE FEE FOR THE SERVICES (AS OPPOSED TO ANY OTHER FEES/COSTS INCLUDING, BUT NOT LIMITED TO, ANY FEES ASSOCIATED WITH YOUR DEVICE).
Copyright Complaints. MileIQ takes intellectual property rights seriously. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, MileIQ has adopted a policy of terminating, in appropriate circumstances and at MileIQ’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. If you believe in good faith that any content on the Services infringes your copyright, you (or your agent) may send us a notice requesting that the content be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see www.loc.gov/copyright for details). Notices and counter notices should be sent to our designated agent at:
MileIQ, Inc.
Attn: Copyright Complaints
548 Market Street
PMB 37418
San Francisco, CA 94104-5401
Contact MileIQ Support
Electronic Communications. Notwithstanding any terms to the contrary in the User Terms, MileIQ may choose to electronically deliver all communications with you, which may include: (i) email to your email address listed in your Registration Data; or (ii) posting messages that are displayed to you when you log into or access your account. MileIQ’s electronic communications to you may transmit or convey information about action taken as a result of your request, portions of your requests that may be incomplete or require additional explanation, any notices required under applicable Law and any other notices. You agree to do business electronically with MileIQ, and to receive, electronically, all current and future notices, disclosures, communications and information, and that the aforementioned provided electronically satisfies any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received the day of receipt as evidenced by such email.
Governing Law; Arbitration. (Not applicable to Quebec consumers) PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH MILEIQ AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM MILEIQ.
You and MileIQ agree to arbitrate any dispute arising from the User Terms or relating to the Services, except that you and MileIQ are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and MileIQ agree that you will notify each other of any dispute within 30 days of when it arises, that you will attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in San Francisco, California and that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association. You and MileIQ also agree that the state or federal courts in San Francisco County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration and that such appeals or suit will be governed by applicable U.S. federal law. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND MILEIQ WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
For Quebec consumers: These User Terms and any dispute of any sort that might arise between you and MileIQ shall be governed by the laws of the Province of Quebec, without reference to its conflict of laws provisions, and the laws of Canada applicable therein, and any disputes will be submitted to the courts of competent jurisdiction of the District of Montreal (Quebec).
Users of iPhone, iPod Touch or iPad. Notwithstanding any terms to the contrary in the User Terms, the following additional terms will apply to the download of the Application for use on the iPhone, iPod Touch or iPad:
ENTERPRISE TERMS AND CONDITIONS
THESE ENTERPRISE TERMS AND CONDITIONS AND THE ORDERING DOCUMENT ENTERED INTO BY THE ENTITY ENTERING INTO THESE ENTERPRISE TERMS AND CONDITIONS (“ENTERPRISE CUSTOMER”) FORM A BINDING AGREEMENT BETWEEN MILEIQ AND THE ENTERPRISE CUSTOMER RELATED TO THE ENTERPRISE CUSTOMER’S USE OF THE SERVICES (AS DEFINED IN THE USER TERMS) (WHERE THESE ENTERPRISE TERMS AND CONDITIONS AND THE ORDERING DOCUMENT ARE HEREAFTER REFERRED TO AS THE “ENTERPRISE TERMS”).
BY CLICKING THE "I ACCEPT" BUTTON OR USING THE SERVICES: (A) YOU BIND THE ENTERPRISE CUSTOMER TO THESE ENTERPRISE TERMS; AND (B) YOU REPRESENT AND WARRANT THAT YOU HAVE ALL OF THE NECESSARY RIGHT AND AUTHORITY NEEDED TO BIND THE ENTERPRISE CUSTOMER TO THE ENTERPRISE TERMS.
Services License. Subject to the Enterprise Terms, MileIQ grants Enterprise Customer a limited, nonexclusive, non-transferable, non-sublicensable license to authorize Users to use the Services pursuant to the User Terms solely for internal business purposes. “Users” means the Enterprise Customer’s employees or agents that are specifically authorized by Enterprise Customers to use the Services. “User Terms” means those terms and conditions available at https://www.mileiq.com/terms, the contents of which are incorporated into these Enterprise Terms by reference. Capitalized terms not otherwise defined in the Enterprise Terms will have the definition set forth in the User Terms.
Users and Unauthorized Access. Enterprise Customer will be liable to MileIQ: (a) for any act or omission of any User that would, if it were an action or omission of the Enterprise Customer, have been a breach of the Enterprise Terms; and (b) any violation of the User Terms by a User. Enterprise Customer will take reasonable steps to prevent unauthorized access to the Services, including without limitation by protecting its and its Users’ passwords and log-in information. Enterprise Customer will notify MileIQ immediately of any known or suspected unauthorized use of the Services.
Restrictions on Use. Enterprise Customer will not, and will not permit any third-party to: (i) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Services; (ii) use the Services in any way that allow third parties to exploit the Services; (iii) upload or install any malware into the Services (including but not limited to any virus, Trojan horses, worms, time bombs, spyware, adware, or cancelbots); (iv) share non-public Services features with any third party; or (v) access the Services in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Services or copy any ideas, features, functions or graphics of the Services.
Suspension. If MileIQ reasonably believes Enterprise Customer and/or its Users have violated the requirements of these Enterprise Terms and/or the User Terms, MileIQ may suspend Enterprise Customer’s and/or any Users’ access to the Services without advanced notice, in addition to other remedies MileIQ may have.
Intellectual Property. As between the parties, MileIQ retains all right, title, and interest in any patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how, trade secrets, and proprietary information (“Intellectual Property”) associated with the Services. The Enterprise Terms do not grant Enterprise Customer or its Users any Intellectual Property license or rights in or to the Services, or any component or aspect thereof, except to the limited extent the Enterprise Terms specifically sets forth. MileIQ has not agreed to and does not agree to treat as confidential any Feedback Enterprise Customer or any Users provide to MileIQ. Nothing in the Enterprise Terms or in the Parties’ dealings will restrict MileIQ’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without compensating or crediting Enterprise Customer or the User in question. Enterprise Customer hereby grants to MileIQ a perpetual, irrevocable right and license to exploit Feedback in any and every way. “Feedback” means any suggestion or idea for improving or modifying the Services.
Subscription Terms. For certain Services, MileIQ will charge Enterprise Customer the subscription fees set forth on an ordering document that references the Enterprise Terms and Conditions. (“Paid Subscriptions”). Unless otherwise agreed to by MileIQ, subscriptions renew automatically for successive monthly or annual subscription periods (as applicable) until canceled. If the Enterprise Customer initiated the subscription through Apple, the Enterprise Customer should see https://support.apple.com/en-us/HT202039 (or its successor website) for information about auto-renewing subscription. If the Enterprise Customer initiated the subscription through Google Play, the Enterprise Customer should see https://support.google.com/googleplay/answer/2476088?vid=1-635770230184706449-3000457038 (or its successor website) for information about auto-renewing subscription. If the Enterprise Customer initiated the subscription directly from MileIQ, the Enterprise Customer will need to contact MileIQ Support with a formal request for cancellation to avoid automatic renewal of the subscription. MileIQ reserves the right to ask Enterprise Customer for additional information verifying its identity prior to cancelling the subscription. Cancellations received with at least 10 days prior notice are effective at the end of the then-current subscription period; cancellations received fewer than 10 days before the end the then-current subscription period are effective at the end of the next subscription period. MileIQ may cancel any subscription with or without cause at any time. If MileIQ cancels any subscription for convenience before the end of subscription period, Enterprise Customer may be entitled to a refund (prorated for the time remaining on your subscription period). Otherwise, where MileIQ terminates the Enterprise Terms for convenience, subscriptions are non-refundable except as expressly set forth in writing by MileIQ. Unless expressly set forth in writing by MileIQ, the prices provided by MileIQ do not include any tax, tariff, duty, or assessment imposed by any government authority associated with the provision of the Services. Enterprise Customer is responsible for paying any tax, tariff, duty, or assessment imposed by any government authority associated with the provision Services, excluding any taxes related to MileIQ’s income.
Promo Codes. Promo codes may allow Enterprise Customers to receive a discount off subscription fees or other benefits, depending on the type of promo code. Promo codes must be redeemed at the time a subscription to the Services is ordered and cannot be combined with any other discounts, promotions or offers without MileIQ’s express consent. Redemption of promo codes is subject to MileIQ’s approval and valid registration with MileIQ. Promo codes are not transferable except with MileIQ’s express consent. Enterprise Customer is solely responsible for the payment of any taxes incurred as a result of using any promo code. Additional promo code terms may apply.
Registration Data & Account Information. Enterprise agrees to: (i) provide accurate, current and complete information about itself and any Users as may be prompted by the registration process (“Registration Data”); (ii) maintain the security of password and identification information; (iii) maintain and promptly update the Registration Data, and any other information provided to MileIQ, in order to keep it accurate, current and complete; and (iv) accept all risk of unauthorized access to the Registration Data and any other information provided to MileIQ. Enterprise Customer represents and warrants that all Registration Data is accurate, current and complete. The Services are intended solely for Users who are 13 years of age or older. In addition, if a User is under 18 years old, Enterprise Customer represents and warrants that such a User has obtained the approval of the User’s parent or guardian to use the Services.
Modification of Enterprise Terms. MileIQ reserves the right to change any of the terms and conditions contained in the Enterprise Terms, or any policy or guideline of MileIQ, at any time and in its sole discretion by posting the revisions via the Website or within the Application. Additionally, notice may be provided by sending an email or by such other form of notice as determined by MileIQ. Changes will only become effective at the end of the 30 day period commencing upon the posting of the changes (“Notice Period”). If Enterprise Customer disagrees with any changes, Enterprise Customer may terminate the use of the Services within the Notice Period and, if termination is effective prior to the end of the current subscription period, Enterprise Customer may be entitled to a prorated refund. Please contact MileIQ Support for refund information. MileIQ reserves the right to ask Enterprise Customer for additional information verifying its identity prior evaluating the request for a refund. Enterprise Customer should review the Enterprise Terms on a regular basis and read the notices MileIQ sends to Enterprise Customer. Use of the Services after the Notice Period will constitute Enterprise Customer’s acceptance of the changes/modifications.
Enterprise Customer Warranties. Enterprise Customer makes the following representations and warranties to MileIQ: (i) Enterprise Customer’s provision of any Feedback or Enterprise Customer Data will not violate applicable law or the rights of any third parties, including without limitation the Intellectual Property rights of any third party; and (ii) Enterprise Customer and/or its Users will not use the Services in a manner that violates applicable law.
Correction of Errors and Inaccuracies; Limitations on Services. The information on the Services may contain typographical errors or inaccuracies, and may not be complete or current. MileIQ therefore reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice. Please note that such errors, inaccuracies, or omissions may relate to Services descriptions, pricing, and availability. MileIQ also reserves the right to limit the scope of Services.
DISCLAIMER. USE OF THE SERVICES BY ENTERPRISE CUSTOMER AND ITS USERS IS AT THE ENTERPRISE CUSTOMER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MILEIQ DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES, ALL RELATED PRODUCTS AND SERVICES, USER CONTENT, THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT MILEIQ KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. MILEIQ DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE ACCURATE OR MEET ENTERPRISE CUSTOMERS’ REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY MILEIQ OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL MILEIQ BE LIABLE TO ENTERPRISE CUSTOMER OR ANY THIRD-PARTY FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES, RELATED PRODUCTS AND SERVICES, USER CONTENT, THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) AND EVEN IF MILEIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MILEIQ’S TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE FEE FOR THE SERVICES.
Enterprise Customer Indemnification. Enterprise Customer will indemnify, defend, and hold harmless MileIQ, its affiliates, officers, directors, employees, agents, and customers (“MileIQ Indemnitees”) from and against any loss, liability, cost, damages, judgments, and expense, including attorneys' fees, which may be incurred by the MileIQ Indemnitee in connection with any claims, actions, or demands (“Claims”) arising out of or related to: (i) the negligence or willful misconduct of Enterprise Customer and/or any User; (ii) Enterprise Customer and/or its User’s violation of any provision of the Enterprise Terms or the User Terms; (iii) Enterprise Customer’s and/or its User’s violation of applicable law; and (iv) any claim or allegation that Enterprise Customer’s and/or its User’s provision of Feedback or Enterprise Customer Data, and MileIQ’s use of such Feedback or Enterprise Customer Data as authorized herein, violates the rights of any third party, including the Intellectual Property rights of any third party.
Data. MileIQ will use, store, disclose, and otherwise process the data or information provided or made accessible to MileIQ by Enterprise Customer and/or its Users’ (“Enterprise Customer Data”): (i) for the purpose of performing its obligations hereunder; (ii) pursuant to documented instructions from Enterprise Customer, (iii) in accordance with MileIQ’s privacy policy, which can be found at https://www.mileiq.com/privacy; (iv) to improve its products and services, or (v) when required to do so by applicable law, and MileIQ informs Enterprise Customer of the legal requirement before processing and minimizes any disclosures to the maximum extent permitted by law. MileIQ will have the right to subcontract or sublicense its ability to use the Enterprise Customer Data in any manner consistent with the terms of the Enterprise Terms.
Third-Party Sites and Services; Third-Party Materials. MileIQ may provide links to third-party websites, applications, mobile services or other third-party services (“Third-Party Services”) and may also display, link to or otherwise make available third-party content, data, information, events, applications or materials (“Third-Party Materials”). MileIQ does not endorse or control, and makes no representations or warranties of any kind regarding, any Third-Party Services or Third-Party Materials, including, but not limited to, the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality or any other aspect thereof. Enterprise Customer’s use of the Third-Party Services and Third-Party Materials may be subject to terms other than the User Terms. If Enterprise Customer accesses or uses any third-party website or application, the applicable terms and policies of that third-party website or application, including, but not limited to, privacy and data gathering practices will apply. The Third-Party Services and Third-Party Materials may include Google Maps features and content. The use of Google Maps features and content is subject to the then-current version of the Google Maps/Google Earth Additional Terms of Services at https://maps.google.com/help/terms_maps/ and the Google Privacy Policy at https://policies.google.com/privacy. The Third-Party Services and Third-Party Materials also may include Bing Maps and MapPoint Service features and content. The use of Bing Maps and MapPoint Service is subject to the then current version of the Microsoft Bing Maps and MapPoint Web Service End User Terms of Use and Embedded Maps Service Terms of Use available at https://www.microsoft.com/en-us/maps/product/enduserterms.
Termination. These Enterprise Terms are effective on the earlier of (i) the date that the Enterprise Customers create an account, (ii) the date the Enterprise Customer first accesses or uses the Services, or (iii) as otherwise set forth in an ordering document. The duration of these Enterprise Terms will continue for the length of your subscription period unless terminated earlier pursuant to the terms set forth herein. Enterprise Customer may terminate these Enterprise Terms (a) if MileIQ does not cure any breaches its obligations under these Enterprise Terms within 30 days of your written notice of such breach; (b) by canceling the subscription as set forth above; or (c) as otherwise consented to in writing by MileIQ. MileIQ may terminate these Enterprise Terms (a) if you breach any of the terms and conditions of these Enterprise Terms or (b) at its convenience by providing you with notice of its intent to terminate these Enterprise Terms. In the event of any termination of the Enterprise Terms: (i) all licenses granted under the Enterprise Terms will immediately terminate; and (ii) Enterprise Customer must immediately cease all use of the Services and destroy or erase all copies of the Application in its possession or control. All of the sections of the Enterprise Terms will survive any termination except the “License” section. Any use of the Services after termination is unlicensed and is in violation of the copyright and other rights of MileIQ.
Electronic Communications. Notwithstanding any terms to the contrary in the Enterprise Terms, MileIQ may choose to electronically deliver all communications with Enterprise Customer, which may include: (i) emailing to Enterprise Customer at the email address Enterprise Customer provided to MileIQ; or (ii) posting messages that are displayed to the Enterprise Customer when the Enterprise Customer logs into or accesses its account. MileIQ’s electronic communications to Enterprise Customer may transmit or convey information about action taken as a result of Enterprise Customer’s request, portions of Enterprise Customer’s requests that may be incomplete or require additional explanation, any notices required under applicable Law and any other notices. Enterprise Customer agrees to do business electronically with MileIQ, and to receive, electronically, all current and future notices, disclosures, communications and information, and that the aforementioned provided electronically satisfies any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received the day of receipt as evidenced by such email.
Assignment. Enterprise Customer will not assign, transfer or sublicense the Enterprise Terms, or any rights or obligations herein, without the prior written consent of MileIQ.
Survival. Any obligations under the Enterprise Terms that by their very nature should reasonably survive the termination or expiration of the Enterprise Terms will survive.
Independent Contractor. MileIQ will act only as an independent contractor under the Enterprise Terms, and neither party will have the power, right or authority, expressed or implied, to create or assume in any manner any obligation of any kind on behalf of the other party. Nothing in the Enterprise Terms is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
Waiver of Rights. Failure by either party to enforce compliance with any term of the Enterprise Terms will not constitute its waiver of such term of the Enterprise Terms or of the right to subsequently enforce such term or condition in the future, or a waiver of any other term, provision or condition of the Enterprise Terms.
Severability. Any invalidity, in whole or in part, of any provision of the Enterprise Terms will not affect the validity of any other of its provisions. Should any part, term or provision of the Enterprise Terms be declared invalid, void or unenforceable, then such provision will be construed, as nearly as possible, to reflect the intentions of the parties with all terms and provisions remaining in full force and effect.
Governing Law; Arbitration. THE FOLLOWING PARAGRAPHS REQUIRE THAT ENTERPRISE CUSTOMERS ARBITRATE DISPUTES WITH MILEIQ AND LIMIT THE MANNER IN WHICH ENTERPRISE CUSTOMERS CAN SEEK RELIEF FROM MILEIQ.
Enterprise Customer and MileIQ agree to arbitrate any dispute arising from the Enterprise Terms and/or User Terms or relating to the Services, except that Enterprise Customer and MileIQ are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
ARBITRATION PREVENTS ENTERPRISE CUSTOMER FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
Enterprise Customer and MileIQ agree that Enterprise Customer will notify each other of any dispute within 30 days of when it arises, that Enterprise Customer will attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in San Francisco, California and that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association. Enterprise Customer and MileIQ also agree that the state or federal courts in San Francisco County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration and that such appeals or suit will be governed by applicable U.S. federal law. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, ENTERPRISE CUSTOMER AND MILEIQ WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
Entire Agreement. The Enterprise Terms contains the final and entire agreement of the parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the Enterprise Terms’ subject matter.
Interpretation. The rights and remedies under the Enterprise Terms are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. The headings of the Sections of the Enterprise Terms are inserted for convenience or reference only and are not intended to be part of, or to affect, the meaning or interpretation of the Enterprise Terms.
Counterparts. The Enterprise Terms may be executed in multiple counterparts, each of which will be an original but all of which together will constitute one and the same instrument. The Enterprise Terms may be signed by electronic delivery of an image file reflecting the execution hereof. Any reproduction of the Enterprise Terms by any reliable means will be deemed an original.
