The Effective Date of This Agreement is January 19, 2014
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "ACCEPT TERMS" BUTTON, REGISTERING FOR A mileME ACCOUNT, DOWNLOADING OF THE APPLICATION OR ANY APPLICATION UPGRADES, USING THE APPLICATION ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE mileME SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTING ANY CONTENT FROM, OR ON, OR THROUGH THE mileME SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE mileME SERVICE OR SITE CONTENT. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
mileME reserves the right, at its sole discretion, to modify, discontinue or terminate the mileME Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Effective Date" at the top of these Terms of Service or on the Site or Application. By continuing to access or use the mileME Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the mileME Service.
Certain portions of the mileME Service may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. mileME may, in its sole discretion, make premium or different applications, software or services available to you that is subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms and conditions posted for a specific portion of the mileME Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the mileME Service.
By accessing or using the mileME Service you represent and warrant to mileME that: (i) you are of legal age to form a binding contract, or, if you are a minor, you have your parent's permission to use the mileME Service, and your parent has read and agrees to these Terms of Service on your behalf; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service. You also certify that you are legally permitted to use and access the mileME Service and take full responsibility for the selection and use of and access to the mileME Service. These Terms of Service are void where prohibited by law, and the right to access the mileME Service is revoked in such jurisdictions.
In order to access the mileME Service, you must register to create an account ("Account") and become a Member. When registering with mileME you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Corporate Member you represent) as prompted by the mileME Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the mileME Service (or any portion thereof).
You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Corporate Member you represent) to access or use the mileME Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify mileME of any unauthorized use of your user ID or password or any other breach of security. mileME cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.
By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, mileME will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.
Signing up for an mileME account is free for Members who register as individuals or Corporate Members. The free use of various offerings within the mileME Service, including but not limited to mileage logging, vehicle expense reporting, and tax deduction reporting, are governed by additional terms set forth on the Site (such additional terms being incorporated herein by reference). In the event you choose to upgrade to paid services or to provide payment information to mileME after being prompted to do so, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) on the Site and/or (c) if applicable, in a separately executed or accepted purchase order. All fees paid for the mileME Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of mileME Service and/or any related transactions (except for taxes assessed on mileME's net income or personal property).
If your selected mileME Service package requires a recurring subscription fee, your mileME Service package will automatically renew, unless we terminate it, or you notify us by email ([email protected]) of your decision to terminate your current mileME Service package. You must cancel any such mileME Service package before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.
Subject to your compliance with these Terms of Service, mileME grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on your mobile device and run such copy of the Application solely for your own personal or business use. Furthermore, with respect to any App Store Sourced Application (defined below in the Section entitled "Accessing and Downloading the Application from iTunes"), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (operating system software provided by Apple) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. mileME reserves all rights in the Application not expressly granted to you by these Terms of Service.
mileME Service. mileME shall own and retain all right, title, and interest in and to the mileME Service (except for any licensed content and software components included therein). Member agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the mileME Service or otherwise use the mileME Service in any way that violates the use restrictions contained in these Terms of Service. mileME does not grant to Member any license, express or implied, to the intellectual property of mileME or its licensors. Member further acknowledges and agrees that any information regarding the design, "look and feel", specifications, components, functionality or operation and payment terms and pricing (if applicable) of the mileME Service is considered the confidential and proprietary information of mileME (collectively "mileME Confidential Information").
Member Data. Subject to the section below labeled "Assignment of Certain Member Data", Member shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by Member to mileME in connection with its use of the mileME Service and (b) reports and other materials generated by the mileME Service following such transmission (collectively, "Member Data"), provided, however, that Member hereby grants to mileME a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Member's use of the mileME Service solely for purposes of (x) maintaining and improving the mileME Service and (y) providing Member with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Member's use of the mileME Service compiled by mileME solely for marketing purposes or distribution to third party research firms.
Assignment of Certain Member Data. Notwithstanding the foregoing, upon your submission of a mileage log to a third party you hereby transfer all right, title, and interest in and to any transferred Member Data to the applicable Corporate Member or Member, provided, however, that such Corporate Member or Member hereby grants to you a worldwide, perpetual, royalty-free, non-exclusive license to maintain and utilize copies of such transferred Member Data (including any expense reports or tax deduction report) for personal recordkeeping purposes.
mileME Logos and Designs. mileME's graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of mileME in the U.S. and/or other countries. mileME's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without mileME's prior written permission.
Member Art. Member shall retain all right, title and interest in and to all of Member's logos, promotional graphics and related marketing designs (collectively, the "Member Art"), provided, however, that Member hereby grants to mileME a worldwide, royalty-free, non-exclusive license to use the Member Art, as well as Member's corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing mileME's products and services to third parties, subject to Member's right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the mileME Service ("Feedback"). You may submit Feedback by emailing us at [email protected] or through the "Help" section of the mileME Service. You acknowledge and agree that all Feedback will be the sole and exclusive property of mileME and you hereby irrevocably assign to mileME and agree to irrevocably assign to mileME all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At mileME's request and expense, you will execute documents and take such further acts as mileME may reasonably request to assist mileME to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
You agree not to do any of the following:
mileME will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. mileME may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that mileME has no obligation to monitor your access to or use of the mileME Service, or to review or edit any Member Content, but has the right to do so for the purpose of operating the mileME Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the mileME Service, please notify mileME's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:
mileME's Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Attention: Copyright Agent mileME, Inc. 3328 Columbian Drive Oakland, California 94605 [email protected]mileME.com
For clarity, only DMCA notices should go to the mileME, Inc. Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to mileME via [email protected].
If you breach any of these Terms of Service, mileME will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. mileME reserves the right to revoke your access to and use of the mileME Service at any time, with or without cause. In the event mileME terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time from https://www.mileME.com/settings, or by sending an email to [email protected].
THE mileME SERVICE AND SITE CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, mileME EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. mileME MAKES NO WARRANTY THAT THE mileME SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. mileME MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, mileME SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE mileME SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE mileME SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM mileME OR THROUGH THE mileME SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE mileME SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE mileME SERVICE. YOU UNDERSTAND THAT mileME DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE mileME SERVICE, NOR DOES mileME MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE mileME SERVICE. mileME MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE mileME SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE mileME SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE mileME SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE mileME SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
You agree to defend, indemnify, and hold mileME, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the mileME Service, or your violation of these Terms of Service, including breach of any representations or warranties herein.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE mileME SERVICE AND SITE CONTENT REMAINS WITH YOU. NEITHER mileME NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE mileME SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, mileME SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR mileME SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF mileME SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE mileME SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE mileME SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT mileME HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL mileME'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF mileME SERVICE OR FROM THE USE OF OR INABILITY TO USE THE mileME SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO mileME FOR USE OF THE mileME SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN mileME AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Application, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
The following applies to any Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application"):
These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
These Terms of Service constitute the entire and exclusive understanding and agreement between mileME and you regarding the mileME Service and Site Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between mileME and you regarding the mileME Service.
You may not assign or transfer these Terms of Service, by operation of law or otherwise, without mileME's prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. mileME may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by mileME (i) via email (in each case to the address that you provide) or (ii) by posting to the Application or Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
The failure of mileME to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of mileME. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.
If you have any questions about these Terms of Service, please contact mileME at [email protected] or 3328 Columbian Drive, Oakland, CA 94605.