These Terms of Service ("Terms") entered into by the end user ("user", "you" or "your") apply to your use of Intellicasting, LLC's website located at www.intellicasting.com , Mileage Scout's website located at www.mileagescout.com (collectively the "Site") and your use of the Mileage Scout mobile application ("App"), and any other services related to the foregoing (where the App, Site and related services are collectively hereinafter referred to as the "Services") provided by Intellicasting, LLC and Mileage Scout (the "Company", "We", "Our", or "Us"). These Terms together with the Company's Privacy Policy govern your use of the Services. We reserve the right, in its sole discretion, to change, modify, or otherwise alter these Terms at any time effective upon posting of the modified Terms. Please review the Terms periodically, as your continued use of the Services is evidence of your acceptance of these Terms and the enforcement of the Terms. If you do not agree to these Terms, you should not use the Services.
Services
The Services consist of the App (if applicable) 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 include the forecasting suite for optimized restaurant performance with interactive financial modeling, employee scheduling, goal setting and tracking, and inventory management and the mileage log and driver reimbursement tools.
Limited License
Company grants to you a nonexclusive, nontransferable, limited license to access the Services to the extent necessary to use the Site and App. You may not, and you will not permit a third party to; (i) download, or modify any portion of the Services, modify or create derivative works of, 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 Service features with any third party; or (v) access the Services in order to build a competitive product or services, build a product using similar ideas, features, functions or graphics of the Services or copy any ideas, features, functions or graphics of the Services. The license to use the Services does not include any resale or commercial use of the Services or its contents; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the content on the Services for any commercial purpose. By using the Services, you warrant to the Company that you will not use the Services, or any of the content obtained from the Services, for any purpose that is unlawful or prohibited by these Terms. The Company does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on the Services. If you violate any of these Terms, your permission to use the Services automatically terminates.
Conduct
You are solely responsible for the content and information that you post, upload, publish, link to, transmit, record, display or otherwise make available (ratings or testimonials) on the Services, including emails, text, image, videos, photographs, voice notes, recordings or profile information, whether publicly posted or privately transmitted (collectively "User Content"). In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, if applicable, and (b) to maintain and update this information to keep it accurate, current and complete. If any information provided by you is inaccurate, not current or incomplete, the Company has the right to terminate your account and refuse any and all current or future use of the Site.
By placing or downloading material on the Services, including intellectual property, documents, or other User Content to the Services, you represent and warrant: (a) You own or otherwise have all necessary rights to the User Content you provide and the rights to provide it under these Terms; and (b) the User Content will not cause injury to any person or entity. Without limitation, you may not submit to or transmit through this Site any material, or otherwise engage in any conduct that:
Violates or infringes the rights of the Company or others including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy, proprietary and/or intellectual property rights;
Is inaccurate, unlawful, discriminatory, threatening, abusive, harmful, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, pornographic, obscene, offensive, or otherwise objectionable to the Company or other users of the Services;
Collects, stores, and/or discloses personal data about others unless specifically authorized by such others;
Impersonates any person or misrepresents your affiliation with any business or entity, including the Company, and the Company's employees and agents;
Contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
Attempts to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining, or any other means;
Transmits spam, bulk or unsolicited communications or posts third-party advertisements; or
Violates these Terms, guidelines, or any policy the Company posts on the Services.
The Company has no obligation to monitor the Services or User Content. However, you acknowledge and agree that the Company has the right to monitor the Services or User Content electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its users. The Company will not intentionally monitor or disclose any private electronic-mail message unless required by law. The Company reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms.
The Company reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates this provision, including removing the offending communication from the Services and terminating or suspending the Services of such violators, without refund.
Location Data
The App collects location data and it will be used and disclosed as set forth in the Privacy Policy. You acknowledge and agree that by accepting the Terms or using the Services you affirmatively consent to the Company's collection, use, disclosure and storage of your location data. You may revoke your consent with respect to the Company's collection, use, disclosure and storage of your location data at any time by contacting the Company's support and deleting the App from your mobile device. Please know that if you revoke your consent 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. The Services are for your use and to collect your location data, you may not use the Services to collect another individual's location data.
Your use of the App and Company Services is contingent on your phone's ability to track your location data, if your phone's location tracking is turned off, outdated, or experiencing service provider issues, your location data may not be accurately tracked and the Services may not operate as intended. Company is not liable for and cannot guarantee there will not be any third- party service issues when using the App, your phone's ability to track your location data, or that the tracking of your location data will be accurate. If you revoke your consent in respect to the Company's collection of your location data, the Services may no longer operate as intended.
Feedback
The Company may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its platform and services ("Feedback"). You agree that the Company may, in its sole discretion, use the Feedback you provide to the Company in any way, including in future modifications of the Services, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant the Company a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.
Third Party Services/Websites
The Services may contain or reference links to websites or services operated by a third party ("Third-Party Service(s)"). These links are provided as a convenience only. Such Third-Party Services are not under the control of the Company. The Company is not responsible for the content of any Third-Party Services or any link contained in a Third-Party Service. The Company does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, and the inclusion of any link in the Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information contained in any Third-Party Service. In no event will the Company be responsible for the information contained in such Third-Party Services or for your use of or inability to use such website. Access to any Third-Party Services is at your own risk, and you acknowledge and understand that linked Third-Party Services may contain terms and privacy policies that are different from those of the Company. The Company is not responsible for such provisions, and expressly disclaims any liability for them.
Disclaimer of Warranties
YOUR USE OF THE SERVICES, INCLUDING ANY CONTENT CONTAINED THEREIN, IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS HEREBY DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE SERVICES AND RELATED MATERIALS INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE SERVICES, REGARDLESS OF WHO ORIGINATES THAT CONTENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE COMPANY IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN THE CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR GUARANTEES THAT YOUR USE OF THE SERVICES WILL COMPLY WITH APPLICABLE STATE, FEDERAL, OR GOVERNMENT ENTITY REGULATIONS, LAWS, OR STANDARDS. THE COMPANY'S SERVICES MAY PROVIDE MILEAGE RATES BASED ON THE INFORMATION ENTERED (REGARDLESS OF WHETHER THE INFORMATION IS INACCURATE), AND DOES NOT ACCOUNT FOR USER PRACTICES, ERROR AND MEETING MINIMUM WAGE REQUIREMENTS. IT IS YOUR RESPONSIBILITY TO MAINTAIN ANY MINIMUM WAGE REQUIREMENTS AND TO COMPLY WITH ANY AND ALL APPLICABLE STATE, FEDERAL OR GOVERNMENT ENTITY REGULATIONS, LAWS OR STANDARDS.
Limitation of Liability
THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE COMPANY SHALL NOT BE LIABLE FOR (i) ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. THE COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE COMPANY'S REASONABLE CONTROL. IN NO EVENT, SHALL THE COMPANY'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED FIVE HUNDRED DOLLARS ($500.00). THE LIMITATIONS AND DISCLAIMER ABOVE DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
NEITHER YOU NOR WE WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT. BY USING THE SERVICES, YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. YOU ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT BY AN ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON'S ACCOUNT, IF WE ARE A PARTY TO THE PROCEEDING.
Indemnity
You agree, at your sole expense, to defend, indemnify and hold the Company its director, employees, affiliates, agents, 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 Terms or the rights of any third-party; (iii) your use of the Services individually or collectively, and (iii) any User Content.
Availability of Service, maintenance, updates and amendments to the Terms
You acknowledge that the Services may not be available at all times, and may not be available in the format generally marketed, and that some personal computers or phones may not be able to receive or process the Services. The Company, its suppliers and licensors may, at any time, without notice or liability to you, restrict in whole or in part the use of the Services or limit availability in order to perform maintenance activities and to maintain session control or for any other purpose.
Payment/Rates
In consideration of your use of the Services, you agree to pay, in accordance to the terms of your order/invoice, for the Services within thirty (30) days after receipt of invoice and without offset or deduction. If any payment is not paid when due hereunder, you agree to pay interest on such overdue payment at one percent (1%) per month and to reimburse the Company on demand for all costs of collection, including without limitation, reasonable attorneys' fees. Company may in its sole discretion terminate your use of the Services if full payment is not made within 30 days after receipt of invoice.
Unless otherwise provided in the order/invoice, rates are not guaranteed and rates contained order/Invoices for month to month Services may be increased at any time by the Company with thirty (30) days' notice.
Termination
The duration of these Terms will continue for the length of your use of the Services unless terminated earlier pursuant to the terms set forth herein. You may terminate these Terms (a) if the Company does not cure any breach its obligations under these Terms within thirty (30) days of your written notice of such breach; (b) by canceling the Services after providing thirty (30) days written notice to the Company; or (c) as otherwise consented to in writing by the Company. The Company may terminate these Terms (a) if you breach any of the terms and conditions of these Terms; or (b) at its convenience by providing you with notice of its intent to terminate these Terms. In the event of any termination of the Terms: (i) all licenses granted under the Terms will immediately terminate; and (ii) you must immediately cease all use of the Services and destroy or erase all copies of the App in your possession or control. All of the sections of the Terms will survive any termination except the "Limited License" section. Any use of the Services after termination is unlicensed and is in violation of the copyright and other rights of the Company.
General
These Terms contain the entire agreement between you and the Company and replace all prior understandings, communications and agreements, oral or written, on these matters. The parties agree that any term or condition stated in any customer purchase order or in any other customer order documentation (excluding Company documents) are void and shall not govern the relationship between the parties. Enforcement of these Terms is solely at the Company's discretion, failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or other part of these Terms in other instances. If any provision of these Terms is or becomes unlawful, void or otherwise unenforceable including the warranty disclaimers and liability limitations above, then the provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect.
You may not assign or transfer the Services or your rights or obligations under the Terms to anyone without the Company's written permission. Company may assign these Terms to its affiliates without notice to you. No modification, amendment or waiver of any provision of the Terms will be effective unless it is in writing and signed by both you and the Company.
These Terms are governed by and will be construed according to Ohio law, excluding any principles of conflicts of law. In the event of any dispute or controversy arising from your use of the Services, you consent to the jurisdiction of the courts of Hamilton County, Ohio.
The Company nor its Services are endorsed by or affiliated with any other entity, department or corporation not explicitly listed in these Terms. For the avoidance of doubt, the Company is not affiliated with or endorsed by Jimmy John's Franchisor SPV, LLC, or any other affiliated Jimmy John's entity or corporation.
You hereby acknowledge and understand that company is not in the business of providing legal, financial, accounting, tax or other professional services or advice and has not sought nor obtained approval form the U.S Department of Labor or other regulatory body for the accuracy or acceptability of the Services. Review the U.S Department of Labor's opinion concerning driver reimbursement requirements prior to using our Services. You are also advised to consult with professionals concerning any results received due to your use of the Services.
YOU ACKNOWLEDGE AND AGREE THAT YOU WILL ONLY USE THE SERVICES WHEN IT IS SAFE TO DO SO, AND WILL NOT ACCESS OR USE THE SERVICES WHEN OPERATING ANY MOTOR VEHICLES. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL COMPANY 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.