If your usual residence is in the European Economic Area, the United Kingdom, or Switzerland, scroll down to find the terms that apply to you.
If your usual residence is outside of the European Economic Area, the United Kingdom or Switzerland, these Terms apply to you.
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 BENDING SPOONS OPERATIONS S.P.A. (“BENDING SPOONS,” “WE”, “OUR”, OR “US”).
IF YOU ARE ENTERING INTO AN AGREEMENT WITH US 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. THESE TERMS CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. BY DOWNLOADING, INSTALLING OR USING THE SERVICES IN ANY MANNER, 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.
Important Notice. THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS-ACTION WAIVER, WHICH MEANS YOU AND BENDING SPOONS AGREE TO RESOLVE MOST DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT BY MEANS OF A CLASS ARBITRATION, A CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR A JURY TRIAL (SEE SECTION “DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION”). YOU MAY OPT OUT OF THE ARBITRATION REQUIREMENT WITHIN 30 DAYS OF ACCEPTING THESE TERMS; INSTRUCTIONS FOR OPTING OUT ARE IN SECTION “DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION” BELOW.
IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THE USER TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES AND YOU MUST IMMEDIATELY UNINSTALL AND DELETE ANY COPIES OF ANY APPLICATIONS OR SOFTWARE INCLUDED IN THE SERVICES IN YOUR POSSESSION.
Services 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. 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. We reserve 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 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, we grant you a non-exclusive, 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 us 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 Bending Spoons, which may subject you to prosecution and damages. We reserve 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 BENDING SPOONS 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.
Registration Data & Account Information; Eligibility. 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 us, 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 us. 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 18 years of age or older.
Subscription Terms. For certain Services, we will charge you the subscription fees set forth on an ordering document that references these User Terms (“Paid Subscriptions”). Unless otherwise agreed to by us, subscriptions renew automatically for successive weekly, monthly or annual subscription periods (as applicable) at the then-current subscription fee, unless and until you affirmatively cancel your subscription. 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 the Website, contact MileIQ Support with your formal request for cancellation. We reserve the right to ask you for additional information verifying your identity prior to cancelling your subscription. We may cancel your subscription with or without cause at any time. If we cancel 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 us. Unless expressly set forth in writing by us, the prices we provided 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 our income.
Designated Affiliate. Any fees and any other amounts payable to us under these User Terms may be billed, invoiced, charged, and enforced by Bending Spoons US Payflow LLC or by any of our affiliates that may act on our behalf with respect to the Services. You acknowledge and agree that such affiliate is a third-party beneficiary of the above section (Subscription Terms) and will have the right (and will be deemed to have accepted the right) to enforce these User Terms against you as a third-party beneficiary.
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 our express consent. Redemption of promo codes is subject to our approval and valid registration with us. Promo codes are not transferable except with our 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. We may, in our sole discretion, offer free trials or promotional offers based on a number of factors, including automated decision-making.
Third-Party Sites and Services; Third-Party Materials. We 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”). We do not endorse or control, and make 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 our 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 Bending Spoons 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. We therefore reserve 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. We also reserve 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 our 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 the Services 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. We take no responsibility and assume no liability for any user conduct or for any user content posted or uploaded on (or otherwise made available via) the Services, nor are we 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 we do not control and have no obligation to screen, edit or monitor any of the user content posted or uploaded on (or otherwise made available via) the Services, we reserve the right, and have 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 our products and services, or as specifically provided otherwise in the User Terms or in a separate agreement between you and us, 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 Bending Spoons 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 us 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) our 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 us 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. We collect 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 our collection, use, disclosure and storage of your location information.
You may revoke your consent with respect to our collection, use, disclosure and storage of your location information at any time by contacting MileIQ Support and deleting the Application from your mobile device, or by deleting your account. Deleting the Application is not sufficient to revoke your consent with respect to disclosure or storage of your location information. We reserve the right to ask you for additional information to verify 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, we 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, we will resume the collection of location information.
We take reasonable measures to protect your location information from loss, theft, misuse and unauthorized access, disclosure, alteration and destruction.
The Services are for your use and intended to collect only your location information. You may not use the Services 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 Bending Spoons 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 and of Services. We reserve 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. In such cases, we will take appropriate measures to inform you in accordance with the significance of the changes performed, for example, by notifying you via email or a pop-up or push notification within the Services. It is your responsibility to review the User Terms regularly, and to check the Services for updates to these User Terms regularly. By continuing to access or use our Services after updates become effective, you agree to be bound by the updated User Terms. If you do not agree to the updated User Terms, you must immediately stop using our Services, uninstall and delete any copies of the Application or any software included in the Services in your possession, and cancel your subscription and any account.
We have no obligation to provide updates, upgrades, or future versions of the Services. We may, at our sole discretion, update, change, suspend or discontinue the Services (or any part, content or feature) or subscription plan at any time, without notice and without liability to you or anyone else (for example, to offer or test new or different features, technologies, or services, to repair, improve or further develop the Service, to comply with legal, regulatory or contractual requirements, or in response to exceptional or unforeseen circumstances). Such changes, updates, suspensions, discontinuations may also result in adjustment to the applicable subscription fee, including price increases, which will be effective upon the renewal of your subscription plan. Some services and features may not be available in all countries, in all languages, or in all operating systems.
Changes to Fees. We reserve the right to update or change the fees for any of the Services (for example, subscription fees) and payment terms 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 our business strategies. If we decide to change the applicable fees, you will be notified in advance of these changes by email. The new fees will apply at the start of the next subscription period and will not apply retroactively. By continuing to use the services after the price change takes effect, you agree to pay the new fees.
Late or Non-Payments. If we do not receive your timely payment of the applicable subscription fee or other due fees, we may, at our discretion, take one or more of the following actions: (a) revoke any credit terms or other payment accommodation which might have been previously afforded to you, (b) accelerate your entire account balance, (c) suspend or terminate your access to your account and to any portion or all of the Services, or (d) downgrade your subscription plan and charge you the subscription fee applicable to the downgraded subscription plan (if any), without any responsibility for any loss of features, content, data, or functionality of the Services caused by such downgrading. If your payment of outstanding subscription fee or other fees fails as a result of insufficient funds in or other issues with your designated payment method, we may seek to recover the outstanding amount by, at our discretion, continuing to attempt to charge the outstanding amount to the same designated payment method, or dividing the outstanding amount in smaller amounts and charging such smaller amounts to the same designated payment method, in which case we will use reasonable efforts to notify you.
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 us, and continue for the length of your subscription period. You may terminate these User Terms (a) if we do 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, cancelling your account and uninstalling and deleting any copies of the Application in your possession or control; or (c) as otherwise consented to in writing by us. Your termination of these Terms or cancellation of your account does not relieve you from the payment of any outstanding subscription fee or other due fees. We may terminate these User Terms or your right to access or use the Services at any time (a) for any reason by providing you with prior notice, and (b) without notice where we reasonably consider that you have failed to comply with these User Terms or applicable law, or we are unable to continue to provide the Services, including due to technical or business reasons. 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 Bending Spoons.
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. BENDING SPOONS 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 BENDING SPOONS 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. BENDING SPOONS 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 BENDING SPOONS OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
Indemnification. You agree, at your expense, to defend, indemnify and hold us, 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. You agree that we will have the right to control the defense, negotiation, and settlement of any claim subject to indemnification by you and that you will fully cooperate with us in the defense, negotiation, or settlement of any such claim, and that we will have the right to select counsel handling such defense, negotiation or settlement in our sole discretion.
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 BENDING SPOONS (AND OUR AFFILIATES, PARENT COMPANIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, LICENSORS, CONTRACTORS, PERMITTED SUCCESSORS AND PERMITTED ASSIGNS) 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 BENDING SPOONS 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 OUR (AND OUR AFFILIATES, PARENT COMPANIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, LICENSORS, CONTRACTORS, PERMITTED SUCCESSORS AND PERMITTED ASSIGNS) 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. We take intellectual property rights seriously. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our 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:
Bending Spoons Operations S.p.A.
Attn: Legal
Via Nino Bonnet 10, 20154 Milan, Italy
Contact MileIQ Support
Electronic Communications. Notwithstanding any terms to the contrary in the User Terms, we 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. Our 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 us, 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 and Jurisdiction
These User Terms, and any dispute, claim (including non-contractual disputes or claims), or matters arising out of or in connection with these User Terms and the Services will be governed by, and construed in accordance with, the laws of the State of New York, U.S., excluding any conflict-of-laws rule or principle that might refer the governance or the construction of these Terms to the law of any other jurisdiction. If a dispute, claim or matter arising out of or in connection with these User Terms is not subject to arbitration pursuant to the following section, you agree that any claim or dispute arising out of these User Terms or the Services must be resolved exclusively by a state or federal court located in New York, New York, U.S., and you agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York, U.S. (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.
Dispute Resolution; Binding Individual Arbitration. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND BENDING SPOONS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND BENDING SPOONS CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND BENDING SPOONS FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND BENDING SPOONS AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. BENDING SPOONS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
THE PARTIES ACKNOWLEDGE THAT THE TERMS IN THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.
FOLLOW THE INSTRUCTIONS BELOW IN SECTION (K) IF YOU WISH TO OPT OUT OF THE REQUIREMENT TO ARBITRATE ON AN INDIVIDUAL BASIS.
a) Claims Subject to this section. The dispute resolution and binding arbitration terms in this section apply to all Claims between you and Bending Spoons. A “Claim” is any dispute, claim, cause of action, or controversy (excluding those exceptions listed below) between you and Bending Spoons, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory for which either party wishes to seek legal recourse and that arises from or relates to these Terms or the Service, including any related to privacy or data-security or to the formation, validity, enforceability, revocability, performance, breach, or scope of these Terms or arbitration agreement or any portion of it or arising out of or relating to interpretation or application of these Terms or arbitration agreement. “Claim” also includes disputes that arose or involve facts occurring before the existence of this or prior versions of the Terms as well as claims that may arise after the termination of these Terms.
b) Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Bending Spoons or if Bending Spoons has a Claim against you, you and Bending Spoons must first attempt to resolve the Claim informally in order to try to resolve the Claim faster and reduce costs for both parties. You and Bending Spoons will make a good-faith effort to negotiate the resolution of any Claim for 45 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.
You will send any Claimant Notice to Bending Spoons by certified mail addressed to Via Nino Bonnet 10, 20154, Milan, Italy or by email to legal@mileiq.com. Bending Spoons will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Bending Spoons or via reasonably available means of notice if you have not provided certified mail or email contact information to Bending Spoons. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, telephone number, and any relevant purchase information; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
The Informal Resolution Period is intended to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Bending Spoons cannot initiate arbitration before the end of the Informal Resolution Period. If you or Bending Spoons file a Claim in court or initiate arbitration without first providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court or arbitrator to enjoin the filing or arbitration and seek damages from the party that has not followed the informal dispute-resolution process to reimburse it for any costs and fees—including arbitration, attorney, and expert fees—incurred as a foreseeable consequence of that breach.
The statute of limitations and any filing-fee deadlines for a Claim shall be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.
c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small-claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual-property rights of you or Bending Spoons, including any disputes in which you or Bending Spoons seek injunctive or other equitable relief for the alleged unlawful use or infringement of your or Bending Spoons’ intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property but are jointly filed with IP Claims, that are not resolved in accordance with section (b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury.
d) Binding Individual Arbitration. Subject to the terms of this section, Claims may only be adjudicated by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (“Rules”), as modified by these Terms.
These Terms affect interstate commerce, and the enforceability of this section will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy or relief that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Bending Spoons to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
e) Arbitration Procedure and Location. You or Bending Spoons may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM.
Instructions for filing a demand for arbitration with NAM are available on the NAM website or by emailing NAM at commercial@namadr.com. You will send a copy of any demand for arbitration to Bending Spoons by certified mail addressed to Via Nino Bonnet 10, 20154, Milan, Italy or by email to legal@mileiq.com. Bending Spoons will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Bending Spoons or via reasonably available means of notice if you have not provided certified mail or email contact information to Bending Spoons.
The arbitration will be conducted by a single arbitrator in the English language. You and Bending Spoons both agree that the arbitrator will be bound by these Terms.
For Claims in which the claimant seeks USD 10,000 or less, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks more than USD 10,000, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing is necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in New York, New York, unless you are a consumer and the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.
The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Bending Spoons agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
An arbitration award and any judgment confirming it apply only to that specific case; they cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
f) Arbitration Fees. Except for circumstances outlined in section (g), each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
g) Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs and fees incurred by the defending party—including arbitration, attorney, and expert fees—related to a Claim if an arbitrator determines that (i) the Claim was frivolous or (ii) the Claim was filed for any improper purpose, such as to harass the responding party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
h) One Year to Assert Claims. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM BY YOU OR BENDING SPOONS AGAINST THE OTHER MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM ARISES; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU OR BENDING SPOONS WILL NO LONGER HAVE THE RIGHT TO ASSERT THAT CLAIM.
i) Confidentiality. If you or Bending Spoons submits a Claim to arbitration, you and Bending Spoons agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and Bending Spoons agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
j) Coordinated Filings. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Claims” and will be treated as mass filings, mass arbitrations or multiple case filings according to the Rules, if and to the extent Coordinated Claims are filed in arbitration as set forth in these Terms. You or Bending Spoons may advise the other of your or its belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of “Coordinated Claims” will be decided by the arbitration provider as an administrative matter. The following procedures are intended to supplement the Rules, and to the extent the procedures conflict with those Rules, to supersede them.
COORDINATED CLAIMS MAY ONLY BE FILED IN ARBITRATION AS PERMITTED BY THE BELLWETHER PROCESS SET FORTH BELOW. APPLICABLE STATUTES OF LIMITATIONS WILL BE TOLLED FOR CLAIMS ASSERTED AS COORDINATED CLAIMS FROM THE TIME A COMPLIANT CLAIMANT NOTICE HAS BEEN RECEIVED BY A PARTY UNTIL THESE TERMS PERMIT SUCH COORDINATED CLAIMS TO BE FILED IN ARBITRATION OR COURT.
Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Coordinated Claims has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.
After that point, counsel for the parties shall select 20 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its claims and arguments. Each side shall select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process. Any remaining Coordinated Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this section (j).
A single arbitrator shall preside over each Coordinated Claim chosen for a bellwether proceeding, and only one Coordinated Claim may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator’s fee paid for by Bending Spoons. Counsel for the claimants and the other party must agree on a mediator within thirty (30) days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.
Remaining Claims: If the mediation does not yield a global resolution of all remaining Coordinated Claims, the arbitration requirement in this section shall no longer apply to Coordinated Claims for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether proceedings. Such Coordinated Claims released from the arbitration requirement must be resolved in accordance with the prior section (Governing Law and Jurisdiction).
To the extent you are asserting the same Claim as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable.
If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.
A court shall have authority to enforce the bellwether and mediation processes defined in this section (j) and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.
k) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accept these Terms by providing us with notice of your decision to opt out via email at legal@mileiq.com or by certified mail addressed to Via Nino Bonnet 10, 20154, Milan, Italy. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with the prior section (Governing Law and Jurisdiction). If you opt out of this updated arbitration clause and were previously subject to an arbitration clause in effect prior to this updated arbitration clause, then that prior arbitration clause will remain as part of the agreement between us. If you are a new user and did not previously consent to the prior arbitration clause and you choose to opt-out of this updated agreement, then we will also not be bound by this updated arbitration clause. Changes to this section do not provide you with a new opportunity to opt out of the binding arbitration if you have previously agreed to a version of these Terms and did not validly opt out of binding arbitration.
l) Rejection of Future Arbitration Changes. You may reject any change we make to this section (except address changes) by sending us notice of your rejection within 30 days of the change via email at legal@mileiq.com or by certified mail addressed to Via Nino Bonnet 10, 20154, Milan, Italy. Changes to this section may only be rejected as a whole, and you may not reject only certain changes to this section. If you reject changes made to this section, the most recent version of this section that you have not rejected will continue to apply.
m) Severability. If any portion of this section is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief (that is, injunctive relief whose primary purpose and effect is to prohibit and enjoin conduct harmful to the general public), that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable. To the extent that you prevail on a Claim and seek public injunctive relief, the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration.
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:
If your usual residence is in the European Economic Area, the United Kingdom or Switzerland, these Terms apply to you.
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 Bending Spoons Operations S.p.A. (“Bending Spoons,” “we”, “our”, or “us”).
If you are entering into an agreement with us 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 downloading, installing or using the Services in any manner, 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.
Services 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. 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. We reserve 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 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, we grant you a non-exclusive, 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 us 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 Bending Spoons, which may subject you to prosecution and damages. We reserve 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 BENDING SPOONS 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.
Registration Data & Account Information; Eligibility. 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 us, 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 us. 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 18 years of age or older.
Subscription Terms. For certain Services, we will charge you the subscription fees set forth on an ordering document that references these User Terms (“Paid Subscriptions”). Unless otherwise agreed to by us, subscriptions renew automatically for successive weekly, monthly or annual subscription periods (as applicable), at the then-current subscription fee, unless and until you affirmatively cancel your subscription. 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 the Website, contact MileIQ Support with your formal request for cancellation. We reserve the right to ask you for additional information verifying your identity prior to cancelling your subscription. We may cancel your subscription with or without cause at any time, by providing you with advance notice. If we cancel 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 us. Unless expressly set forth in writing by us, the prices we provided 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 our income.
Designated Affiliate. Any fees and any other amounts payable to us under these User Terms may be billed, invoiced, charged, and enforced by Bending Spoons US Payflow LLC or by any of our affiliates that may act on our behalf with respect to the Services. You acknowledge and agree that such affiliate is a third-party beneficiary of the above section (Subscription Terms) and will have the right (and will be deemed to have accepted the right) to enforce these User Terms against you as a third-party beneficiary.
EU Refund Policy. When you purchase a Paid Subscription from us, 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 we send you an email confirming the purchase of your Paid Subscription. You may inform us of your decision to cancel this contract by submitting the form found on MileIQ Support with the subject line marked as ‘cancel subscription’.
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 our express consent. Redemption of promo codes is subject to our approval and valid registration with us. Promo codes are not transferable except with our 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. We may, in our sole discretion, offer free trials or promotional offers based on a number of factors, including automated decision-making.
Third-Party Sites and Services; Third-Party Materials. We 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”). We do not endorse or control, and make 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 our 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. 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 Bending Spoons 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. We therefore reserve 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. We also reserve 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 our 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 the Services 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:
We take no responsibility and assume no liability for any user conduct or for any user content posted or uploaded on (or otherwise made available via) the Services, nor are we 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 we do not control and have no obligation to screen, edit or monitor any of the user content posted or uploaded on (or otherwise made available via) the Services, we reserve the right, and have 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 our products and services, or as specifically provided otherwise in the User Terms or in a separate agreement between you and us, 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 Bending Spoons 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 us 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) our 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 us 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. We collect 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 our collection, use, disclosure, and storage of your location information.
You may revoke your consent with respect to our collection, use, disclosure, and storage of your location information at any time by contacting MileIQ Support and deleting the Application from your mobile device, or by deleting your account. Deleting the Application is not sufficient to revoke your consent with respect to disclosure or storage of your location information. We reserve the right to ask you for additional information to verify 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, we 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, we will resume the collection of location information.
We take reasonable measures to protect your location information from loss, theft, misuse, and unauthorized access, disclosure, alteration and destruction.
The Services are for your use and intended to collect only your location information. You may not use the Services 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 Bending Spoons 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 and of Services. We reserve 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, as we remove or release features, technologies, or services, or as a consequence of a business or corporate restructuring or reorganization, or to comply with legal, regulatory, or contractual requirements, or in response to exceptional or unforeseen circumstances. In such cases, we will take appropriate measures to inform you in accordance with the significance of the changes performed, for example, by notifying you via email or a pop-up or push notification within the Services. It is your responsibility to review the User Terms regularly, and to check the Services for updates to these User Terms regularly. By continuing to access or use our Services after updates become effective, you agree to be bound by the updated User Terms. If you do not agree to the updated User Terms, you must immediately stop using our Services, uninstall and delete any copies of the Application or any software included in the Services in your possession, and cancel your subscription and any account.
We have no obligation to provide updates, upgrades, or future versions of the Services. We may also update, change, suspend or discontinue the Services (or any part, content or feature) or subscription plan at any time to offer or test new or different features, technologies, or services, to repair, improve or further develop the Services, to comply with legal, regulatory or contractual requirements, in response to exceptional or unforeseen circumstances, or for other justifiable or business reasons. Such changes, updates, suspensions, discontinuations may also result in adjustment to the applicable subscription fee, including price increases, which will be effective upon the renewal of your subscription plan. In such cases, if reasonably necessary or if required under applicable law, we will notify you via email or a pop-up or push notification within the Services. If any such update, change, suspension or discontinuation of the Services (or any part, content or feature) would reasonably be expected to have a significant adverse impact on your access or use of the Service, we will notify you in advance and you will be entitled to withdraw from these User Terms free of charge during the notice period. Some services and features may not be available in all countries, in all languages, or in all operating systems.
Changes to Fees. We reserve the right to update or change the fees for any of the Services (for example, subscription fees) and payment terms at any time. Reasons for fee changes may include changes in circumstances, such as changes to the Services (including the addition of new features or the significant improvement of existing features), changes in our business, changes in legal, regulatory, or contractual requirements, changes in the economic environment we operate in (including variations in taxes, competitive pressure, or the costs of development or maintenance, licenses, technical supply, distribution, or customer service), or other justifiable or business reasons. If we decide to change the applicable fees, you will be notified in advance of these changes by email. The new fees will apply at the start of the next subscription period that is at least 30 days after the notice and will not apply retroactively. If you do not agree with the new fees or payment terms, you will have the right to not renew your subscription plan before the new fees or payment terms go into effect.
Late or Non-Payments. If we do not receive your timely payment of the applicable subscription fee or other due fees, we may, at our discretion, take one or more of the following actions: (a) revoke any credit terms or other payment accommodation which might have been previously afforded to you, (b) accelerate your entire account balance, (c) suspend or terminate your access to your account and to any portion or all of the Services, or (d) downgrade your subscription plan and charge you the subscription fee applicable to the downgraded subscription plan (if any), without any responsibility for any loss of features, content, data, or functionality of the Services caused by such downgrading. If your payment of outstanding subscription fee or other fees fails as a result of insufficient funds in or other issues with your designated payment method, we may seek to recover the outstanding amount by, at our discretion, continuing to attempt to charge the outstanding amount to the same designated payment method, or dividing the outstanding amount in smaller amounts and charging such smaller amounts to the same designated payment method, in which case we will use reasonable efforts to notify you.
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 us, and continue for the length of your subscription period. You may terminate these User Terms (a) if we do 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, cancelling your account and uninstalling and deleting any copies of the Application in your possession or control; or (c) as otherwise consented to in writing by us. Your termination of these Terms or cancellation of your account does not relieve you from the payment of any outstanding subscription fee or other due fees. We may terminate these User Terms or your right to access or use the Services at any time (a) for any reason by providing you with prior notice, and (b) without notice where we reasonably consider that you have failed to comply with these User Terms or applicable law, or we are unable to continue to provide the Services, including due to technical or business reasons. 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 Bending Spoons.
Disclaimers. The laws of certain jurisdictions 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 (for example, this section does not affect the legal protections, including the statutory warranties, granted to consumers under the law of the European Union). 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. Bending Spoons 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 Bending Spoons 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. Bending Spoons 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 Bending Spoons or its authorized representative will create a warranty.
Indemnification. You agree, at your expense, to defend, indemnify and hold us, 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. You agree that we will have the right to control the defense, negotiation, and settlement of any claim subject to indemnification by you and that you will fully cooperate with us in the defense, negotiation, or settlement of any such claim, and that we will have the right to select counsel handling such defense, negotiation or settlement in our sole discretion.
Limitation of Liability. To the extent not prohibited by law, in no event will Bending Spoons (and our affiliates, parent companies, officers, agents, employees, partners, licensors, contractors, permitted successors and permitted assigns) 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 Bending Spoons 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 our (and our affiliates, parent companies, officers, agents, employees, partners, licensors, contractors, permitted successors and permitted assigns) 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).
The above limitations or exclusions do not affect your statutory consumer rights in your applicable jurisdiction, including the remedies available to consumers for lack of conformity (for example, pursuant to the Italian Legislative Decree No. 206/2005).
Copyright Complaints. We take intellectual property rights seriously. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our 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:
Bending Spoons Operations S.p.A.
Attn: Legal
Via Nino Bonnet 10, 20154 Milan, Italy
Contact MileIQ Support
Electronic Communications. Notwithstanding any terms to the contrary in the User Terms, we 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. Our 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 us, 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; Jurisdiction. These User Terms, and any dispute, claim (including non-contractual disputes or claims), or matters arising out of or in connection with these User Terms will be governed by, and construed in accordance with, the laws of Italy, excluding any conflict-of-laws rule or principle that might refer the governance or the construction of these Terms to the law of any other jurisdiction. Any controversy or claim in relation to the application or interpretation of these Terms or arising out of your use of the Services will be submitted to the exclusive jurisdiction of the Court of Milan, Italy.
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:
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 BENDING SPOONS (AS DEFINED IN THE USER TERMS) 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 DOWNLOADING, INSTALLING OR USING THE SERVICES IN ANY MANNER: (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.
Important Notice. THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS-ACTION WAIVER, WHICH MEANS YOU AND BENDING SPOONS AGREE TO RESOLVE MOST DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT BY MEANS OF A CLASS ARBITRATION, A CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR A JURY TRIAL (SEE SECTION “DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION”). YOU MAY OPT OUT OF THE ARBITRATION REQUIREMENT WITHIN 30 DAYS OF ACCEPTING THESE TERMS; INSTRUCTIONS FOR OPTING OUT ARE IN SECTION “DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION” BELOW.
IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THE ENTERPRISE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES AND YOU MUST IMMEDIATELY UNINSTALL AND DELETE ANY COPIES OF ANY APPLICATIONS OR SOFTWARE INCLUDED IN THE SERVICES IN YOUR POSSESSION.
Services License. Subject to the Enterprise Terms, we grant 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 us: (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 us 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 we reasonably believe Enterprise Customer and/or its Users have violated the requirements of these Enterprise Terms and/or the User Terms, we may suspend Enterprise Customer’s and/or any Users’ access to the Services without advanced notice, in addition to other remedies we may have.
Intellectual Property. As between the parties, we retain 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. We have not agreed to and do not agree to treat as confidential any Feedback Enterprise Customer or any Users provided to us. Nothing in the Enterprise Terms or in the Parties’ dealings will restrict our 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 us 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, we will charge Enterprise Customer the subscription fees set forth on an ordering document that references the Enterprise Terms (“Paid Subscriptions”). Unless otherwise agreed to by us, Paid Subscriptions renew automatically for successive weekly, monthly or annual subscription periods (as applicable) at the then-current subscription fee, unless and until you affirmatively cancel your subscription. 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 the Website, the Enterprise Customer will need to contact MileIQ Support. We reserve the right to ask Enterprise Customer for additional information verifying its identity prior to cancelling the subscription. We may cancel any subscription with or without cause at any time. If we cancel any subscription without cause before the end of the subscription period, Enterprise Customer 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 us. Unless expressly set forth in writing by us, the prices we provided 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 our income.
Designated Affiliate. Any fees and any other amounts payable to us under these Enterprise Terms may be billed, invoiced, charged, and enforced by Bending Spoons US Payflow LLC or by any of our affiliates that may act on our behalf with respect to the Services. You acknowledge and agree that such affiliate is a third-party beneficiary of the above section (Subscription Terms) and will have the right (and will be deemed to have accepted the right) to enforce these Enterprise Terms against you as a third-party beneficiary.
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 our express consent. Redemption of promo codes is subject to our approval and valid registration with us. Promo codes are not transferable except with our 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. We may, in our sole discretion, offer free trials or promotional offers based on a number of factors, including automated decision-making.
Registration Data & Account Information. Enterprise Customer 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 us, 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 us. Enterprise Customer represents and warrants that all Registration Data is accurate, current and complete. The Services are intended solely for Users who are 18 years of age or older.
Modification of Enterprise Terms and of Services. We reserve 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. In such cases, we will take appropriate measures to inform Enterprise Customer in accordance with the significance of the changes performed, for example, by notifying Enterprise Customer via email or a pop-up or push notification within the Services. It is Enterprise Customer’s responsibility to review the Enterprise Terms regularly, and to check the Services for updates to these Enterprise Terms regularly. By continuing to access or use our Services after updates become effective, Enterprise Customer agrees to be bound by the updated Enterprise Terms. If Enterprise Customer does not agree to the updated Enterprise Terms, Enterprise Customer must immediately stop using our Services, uninstall and delete any copies of the Application or any software included in the Services in their possession, and cancel their subscription and any account.
We have no obligation to provide updates, upgrades, or future versions of the Services. We may, at our sole discretion, update, change, suspend or discontinue the Services (or any part, content or feature) or subscription plan at any time, without notice and without liability to you or anyone else (for example, to offer or test new or different features, technologies, or services, to repair, improve or further develop the Service, to comply with legal, regulatory or contractual requirements, or in response to exceptional or unforeseen circumstances). Such changes, updates, suspensions, discontinuations may also result in adjustment to the applicable subscription fee, including price increases, which will be effective upon the renewal of the Subscription Plan. Some services and features may not be available in all countries, in all languages, or in all operating systems.
Changes to Fees. We reserve the right to update or change the fees for any of the Services (for example, subscription fees) and payment terms 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 our business strategies. If we decide to change the applicable fees, you will be notified in advance of these changes by email. The new fees will apply at the start of the next subscription period after the notice and will not apply retroactively. By continuing to use the services after the price change takes effect, you agree to pay the new fees.
Late or Non-Payments. If we do not receive your timely payment of the applicable subscription fee or other due fees, we may, at our discretion, take one or more of the following actions: (a) revoke any credit terms or other payment accommodation which might have been previously afforded to Enterprise Customer, (b) accelerate Enterprise Customer’s entire account balance, (c) suspend or terminate Enterprise Customer’s access to their account and to any portion or all of the Services, or (d) downgrade Enterprise Customer’s subscription plan and charge the subscription fee applicable to the downgraded subscription plan (if any), without any responsibility for any loss of features, content, data, or functionality of the Services caused by such downgrading. If Enterprise Customer’s payment of outstanding subscription fee or other fees fails as a result of insufficient funds in or other issues with your designated payment method, we may seek to recover the outstanding amount by, at our discretion, continuing to attempt to charge the outstanding amount to the same designated payment method, or dividing the outstanding amount in smaller amounts and charging such smaller amounts to the same designated payment method, in which case we will use reasonable efforts to notify Enterprise Customer.
Enterprise Customer Warranties. Enterprise Customer makes the following representations and warranties to us: (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. We therefore reserve 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. We also reserve 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. BENDING SPOONS 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 BENDING SPOONS 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. BENDING SPOONS 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 BENDING SPOONS OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL BENDING SPOONS (AND OUR AFFILIATES, PARENT COMPANIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, LICENSORS, CONTRACTORS, PERMITTED SUCCESSORS AND PERMITTED ASSIGNS) 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 BENDING SPOONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR (AND OUR AFFILIATES, PARENT COMPANIES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, LICENSORS, CONTRACTORS, PERMITTED SUCCESSORS AND PERMITTED ASSIGNS) 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 Bending Spoons, its affiliates, officers, directors, employees, agents, and customers (“Our Indemnitees”) from and against any loss, liability, cost, damages, judgments, and expense, including attorneys’ fees, which may be incurred by Our 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 our 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. Enterprise Customer agrees that we will have the right to control the defense, negotiation, and settlement of any claim subject to indemnification and that Enterprise Customer will fully cooperate with us in the defense, negotiation, or settlement of any such claim, and that we will have the right to select counsel handling such defense, negotiation or settlement in our sole discretion.
Data. We will use, store, disclose, and otherwise process the data or information provided or made accessible to us 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 our 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 we inform Enterprise Customer of the legal requirement before processing and minimizes any disclosures to the maximum extent permitted by law. We 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. We 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”). We do not endorse or control, and make 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 we do not cure any breaches of its obligations under these Enterprise Terms within 30 days of your written notice of such breach; (b) by canceling the subscription, cancelling the account and uninstalling and deleting any copies of the Application in their possession or control or (c) as otherwise consented to in writing by us. We 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 Bending Spoons.
Electronic Communications. Notwithstanding any terms to the contrary in the Enterprise Terms, we 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 us; or (ii) posting messages that are displayed to the Enterprise Customer when the Enterprise Customer logs into or accesses its account. Our 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 us, 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 our prior written consent.
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. We 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.
Dispute Resolution; Binding Individual Arbitration. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND BENDING SPOONS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND BENDING SPOONS CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND BENDING SPOONS FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND BENDING SPOONS AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. BENDING SPOONS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
THE PARTIES ACKNOWLEDGE THAT THE TERMS IN THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.
FOLLOW THE INSTRUCTIONS BELOW IN SECTION (K) IF YOU WISH TO OPT OUT OF THE REQUIREMENT TO ARBITRATE ON AN INDIVIDUAL BASIS.
a) Claims Subject to this section. The dispute resolution and binding arbitration terms in this section apply to all Claims between you and Bending Spoons. A “Claim” is any dispute, claim, cause of action, or controversy (excluding those exceptions listed below) between you and Bending Spoons, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory for which either party wishes to seek legal recourse and that arises from or relates to these Terms or the Service, including any related to privacy or data-security or to the formation, validity, enforceability, revocability, performance, breach, or scope of these Terms or arbitration agreement or any portion of it or arising out of or relating to interpretation or application of these Terms or arbitration agreement. “Claim” also includes disputes that arose or involve facts occurring before the existence of this or prior versions of the Terms as well as claims that may arise after the termination of these Terms.
b) Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Bending Spoons or if Bending Spoons has a Claim against you, you and Bending Spoons must first attempt to resolve the Claim informally in order to try to resolve the Claim faster and reduce costs for both parties. You and Bending Spoons will make a good-faith effort to negotiate the resolution of any Claim for 45 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.
You will send any Claimant Notice to Bending Spoons by certified mail addressed to Via Nino Bonnet 10, 20154, Milan, Italy or by email to legal@mileiq.com. Bending Spoons will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Bending Spoons or via reasonably available means of notice if you have not provided certified mail or email contact information to Bending Spoons. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, telephone number, and any relevant purchase information; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
The Informal Resolution Period is intended to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Bending Spoons cannot initiate arbitration before the end of the Informal Resolution Period. If you or Bending Spoons file a Claim in court or initiate arbitration without first providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court or arbitrator to enjoin the filing or arbitration and seek damages from the party that has not followed the informal dispute-resolution process to reimburse it for any costs and fees—including arbitration, attorney, and expert fees—incurred as a foreseeable consequence of that breach.
The statute of limitations and any filing-fee deadlines for a Claim shall be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.
c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small-claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual-property rights of you or Bending Spoons, including any disputes in which you or Bending Spoons seek injunctive or other equitable relief for the alleged unlawful use or infringement of your or Bending Spoons’ intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property but are jointly filed with IP Claims, that are not resolved in accordance with section (b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury.
d) Binding Individual Arbitration. Subject to the terms of this section, Claims may only be adjudicated by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (“Rules”), as modified by these Terms.
These Terms affect interstate commerce, and the enforceability of this section will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy or relief that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Bending Spoons to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
e) Arbitration Procedure and Location. You or Bending Spoons may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM.
Instructions for filing a demand for arbitration with NAM are available on the NAM website or by emailing NAM at commercial@namadr.com. You will send a copy of any demand for arbitration to Bending Spoons by certified mail addressed to Via Nino Bonnet 10, 20154, Milan, Italy or by email to legal@mileiq.com. Bending Spoons will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Bending Spoons or via reasonably available means of notice if you have not provided certified mail or email contact information to Bending Spoons.
The arbitration will be conducted by a single arbitrator in the English language. You and Bending Spoons both agree that the arbitrator will be bound by these Terms.
For Claims in which the claimant seeks USD 10,000 or less, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks more than USD 10,000, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing is necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in New York, New York, unless you are a consumer and the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.
The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Bending Spoons agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
An arbitration award and any judgment confirming it apply only to that specific case; they cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
f) Arbitration Fees. Except for circumstances outlined in section (g), each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
g) Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs and fees incurred by the defending party—including arbitration, attorney, and expert fees—related to a Claim if an arbitrator determines that (i) the Claim was frivolous or (ii) the Claim was filed for any improper purpose, such as to harass the responding party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
h) One Year to Assert Claims. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM BY YOU OR BENDING SPOONS AGAINST THE OTHER MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM ARISES; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU OR BENDING SPOONS WILL NO LONGER HAVE THE RIGHT TO ASSERT THAT CLAIM.
i) Confidentiality. If you or Bending Spoons submits a Claim to arbitration, you and Bending Spoons agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and Bending Spoons agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
j) Coordinated Filings. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Coordinated Claims” and will be treated as mass filings, mass arbitrations or multiple case filings according to the Rules, if and to the extent Coordinated Claims are filed in arbitration as set forth in these Terms. You or Bending Spoons may advise the other of your or its belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of “Coordinated Claims” will be decided by the arbitration provider as an administrative matter. The following procedures are intended to supplement the Rules, and to the extent the procedures conflict with those Rules, to supersede them.
COORDINATED CLAIMS MAY ONLY BE FILED IN ARBITRATION AS PERMITTED BY THE BELLWETHER PROCESS SET FORTH BELOW. APPLICABLE STATUTES OF LIMITATIONS WILL BE TOLLED FOR CLAIMS ASSERTED AS COORDINATED CLAIMS FROM THE TIME A COMPLIANT CLAIMANT NOTICE HAS BEEN RECEIVED BY A PARTY UNTIL THESE TERMS PERMIT SUCH COORDINATED CLAIMS TO BE FILED IN ARBITRATION OR COURT.
Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Coordinated Claims has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.
After that point, counsel for the parties shall select 20 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its claims and arguments. Each side shall select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process. Any remaining Coordinated Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this section (j).
A single arbitrator shall preside over each Coordinated Claim chosen for a bellwether proceeding, and only one Coordinated Claim may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator’s fee paid for by Bending Spoons. Counsel for the claimants and the other party must agree on a mediator within thirty (30) days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.
Remaining Claims: If the mediation does not yield a global resolution of all remaining Coordinated Claims, the arbitration requirement in this section shall no longer apply to Coordinated Claims for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether proceedings. Such Coordinated Claims released from the arbitration requirement must be resolved in accordance with the prior section (Governing Law and Jurisdiction).
To the extent you are asserting the same Claim as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable.
If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.
A court shall have authority to enforce the bellwether and mediation processes defined in this section (j) and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.
k) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accept these Terms by providing us with notice of your decision to opt out via email at legal@mileiq.com or by certified mail addressed to Via Nino Bonnet 10, 20154, Milan, Italy. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with the prior section (Governing Law and Jurisdiction). If you opt out of this updated arbitration clause and were previously subject to an arbitration clause in effect prior to this updated arbitration clause, then that prior arbitration clause will remain as part of the agreement between us. If you are a new user and did not previously consent to the prior arbitration clause and you choose to opt-out of this updated agreement, then we will also not be bound by this updated arbitration clause. Changes to this section do not provide you with a new opportunity to opt out of the binding arbitration if you have previously agreed to a version of these Terms and did not validly opt out of binding arbitration.
l) Rejection of Future Arbitration Changes. You may reject any change we make to this section (except address changes) by sending us notice of your rejection within 30 days of the change via email at legal@mileiq.com or by certified mail addressed to Via Nino Bonnet 10, 20154, Milan, Italy. Changes to this section may only be rejected as a whole, and you may not reject only certain changes to this section. If you reject changes made to this section, the most recent version of this section that you have not rejected will continue to apply.
m) Severability. If any portion of this section is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief (that is, injunctive relief whose primary purpose and effect is to prohibit and enjoin conduct harmful to the general public), that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable. To the extent that you prevail on a Claim and seek public injunctive relief, the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration.
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.
