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Terms of Use

TERMS AND CONDITIONS FOR WEB-BASED USE OF PROMILES’ SERVICES

THIS AGREEMENT (“AGREEMENT”) GOVERNS ALL USE OF THE PROMILES ONLINE WEBSITE (THE “WEBSITE”) AND ALL SERVICES AVAILABLE AT OR THROUGH THE WEBSITE (THE “SERVICES”).

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

If ProMiles Software Development Corporation (hereinafter “PSDC”) makes material changes to this Agreement, we will notify YOU by email or by posting a notice on our Website before the changes become effective. Any new features that augment or enhance the current SERVICES, including the release of new tools and resources, shall be subject to the Agreement. Continued use of the SERVICES after any such changes shall constitute Your consent to such changes.

You can review the most current version of this Agreement at any time at: http://www.promiles.com/Company/terms.asp

PSDC SOFTWARE

For purposes of this agreement, SOFTWARE is defined as any product or data made available to YOU by ProMiles Software Development Corporation in connection with the SERVICES. SOFTWARE also includes PSDC products, databases, SERVICES, and data offered by PSDC partners, resellers, or other third parties. Usage of SOFTWARE without accepting this agreement is strictly prohibited.

NON-TRANSFERABLE LICENSE

Upon YOUR acceptance of this Agreement, PSDC hereby grants to YOU a non-exclusive, non-transferable license to use the SOFTWARE and SERVICES solely for YOUR own internal business purposes, subject to the terms and conditions of this Agreement. YOU may not give any other person, user, party, organization or entity access to, possession of, or copies of the SOFTWARE to which you have access or license. Distribution of credentials for online access to the SERVICES is expressly forbidden. All rights not expressly granted to YOU are reserved by PSDC and its licensors.

OWNERSHIP OF THE DATA and SOFTWARE

YOU acknowledge PSDC's ownership of the DATA and its SOFTWARE. DATA includes code, HTML, css, scripts, components, databases, information, and algorithms and any other technological assets necessary for the functioning of the SOFTWARE. YOU agree not to transfer, republish, repurpose, resell, redistribute, reverse engineer, transmit, copy, scrape, modify, misrepresent or use the SOFTWARE and DATA, commercially or non-commercially, in any form except as explicitly stated in this agreement. Use or access to the DATA and SOFTWARE does not constitute a license to the SOFTWARE and DATA except as explicitly stated in this agreement.

INTELLECTUAL PROPERTY

YOU agree that unless otherwise specified, the SOFTWARE and DATA and all intellectual property rights to the SOFTWARE and DATA, including but not limited to U.S. and international copyrights, and the ProMiles trademark, are owned by PSDC.

USE OF ONLINE SERVICES

YOU acknowledge and agree that:

YOU will not use the SERVICES in any manner or for any purpose that is prohibited by these terms and conditions; .
YOU will not use the SERVICES for any illegal or unauthorized purpose and that YOU will not, in the use of the SERVICES, violate any laws in YOUR jurisdiction (including but not limited to copyright or trademark laws); .
YOU will not attempt to gain unauthorized access to the SERVICES or their related systems or networks or bypass or circumvent any other measure employed to limit or prevent access to the Website or its content; .
YOU will use commercially reasonable efforts to prevent unauthorized access to or use of the SERVICES, and to notify PSDC promptly of any such unauthorized access or use; .
YOU will not modify, adapt, or hack the SERVICES or modify another website so as to falsely imply that it is associated with the SERVICES, PSDC, or any other PSDC service; .
YOU will not to reproduce, duplicate, copy, reverse engineer, sell, resell or exploit any portion of the SERVICES (including, but not limited to, HTML/CSS, Javascript, or visual design elements or concepts), use of the SERVICES, or access to the SERVICES without the express written permission by PSDC; .
YOU will not obtain or attempt to obtain, through any means, any materials or information on the Website that have not been intentionally made publicly available either by their public display on the Website or through their accessibility by a visible link on the Website; .
YOU will not interfere or attempt to interfere with the proper working of the Website or any activities conducted on or through the Website, including accessing any data, content or other information prior to the time that it is intended to be available to the public on the Website; .
PSDC may employ third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the SERVICES; .
YOU will not take or attempt any action that, in the sole discretion of PSDC, imposes or may impose an unreasonable or disproportionately large load or burden on the Website or such operation's infrastructure; .
YOU have not falsely identified yourself, nor provided any false information, to gain access to the SERVICES; .
YOUR login information will only be used by the named users designated by YOU; and.
YOU are responsible for maintaining the security of YOUR account and password. PSDC cannot and will not be liable for any loss or damage from YOUR failure to comply with this security obligation.

USER RESPONSIBILITY: DRIVING DIRECTIONS

PSDC strives to collect and present the most accurate driving directions possible for its SOFTWARE. These directions are not guaranteed to be accurate. YOU accept the responsibility for YOURSELF and for any others with whom you share directions generated by the SOFTWARE to obey all posted traffic signs and to obey all national, state, and local laws, rules, restrictions, regulations, and law enforcement personnel governing travel wherever YOU or those with whom YOU share directions may drive. PSDC accepts no responsibility or liability for any mishaps or damages, financial or otherwise, that result from using its driving directions, as outlined in the INDEMNITY section below.

USER RESPONSIBILITY: FUEL TAX REPORTS

PSDC strives to create accurate fuel tax reports based on user data and state and federal requirements. These reports are not guaranteed to be correct. YOU accept responsibility to ensure the accuracy and the suitability of the reports generated by the SOFTWARE before submitting them to any state or federal agency. PSDC accepts no responsibility or liability for any setbacks, financial or otherwise, incurred by using its SOFTWARE, as outlined in the INDEMNITY section below. PSDC will provide reasonable IFTA audit support, via telephone and the use of ProMiles audit reports, to active Customers, at no additional cost beyond the cost of the SERVICES. ProMiles will not be responsible and shall not be liable for the results of any such audit. It is the sole responsibility of the Customer to maintain compliance standards for IFTA filing purposes. If requested by YOU, PSDC will use commercially reasonable efforts to provide onsite support for an IFTA audit. PSDC shall bill YOU for such onsite support at $100 per hour plus all reasonable travel expenses.

USER RESPONSIBILITY: DISTRACTED DRIVING

Review maps before departing. If YOU need to refer to a map or driving directions, pull over to a safe location. Distracted driving could divert a person’s attention away from the primary task of driving. All distractions can endanger driver, passenger, general motorist and bystander safety.

PSDC accepts no responsibility or liability incurred by attempting to use the SOFTWARE or any derivative thereof while driving.

RIGHT TO DENY ACCESS

PSDC reserves the right to deny YOU access to its SERVICES and SOFTWARE at its sole discretion for any reason and without notification.

DATA ACCURACY

PSDC strives to present the most accurate DATA possible. PSDC does not, however, provide any guarantee, express or implied, that the DATA or reports generated from the DATA are completely accurate, as explained in the DISCLAIMER OF WARRANTIES, section below.

DISCLAIMER OF WARRANTIES

YOU acknowledge and agree that:

a. YOU USE THE SERVICES AND SOFTWARE AT YOUR SOLE RISK. THE SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PSDC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

b. NEITHER PSDC, NOR ITS SUPPLIERS OR LICENSORS, MAKE ANY WARRANTY THAT: (i) THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED, INSTALLED, OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S), DAMAGE TO YOUR NETWORK(S), OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR INSTALLATION OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PSDC SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PSDC AND/OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES OR SOFTWARE. IN NO EVENT WILL PSDC, ITS AFFILIATES, OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON SUCH CONTENT. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR SOME DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR SOFTWARE, OR WITH ANY OF THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES AND SOFTWARE.

YOU FURTHER EXPRESSLY UNDERSTAND AND AGREE THAT PSDC’S LIABILITY WITH RESPECT TO ANY INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO A CAUSE OF ACTION.

INDEMNITY

YOU understand that your use of PSDC SOFTWARE is at your own risk. YOU agree to hold PSDC, its affiliates, resellers, partners, officers, agents, and employees blameless for any set-back, damage, inconvenience, or other difficulty, financial or otherwise, that may arise from the use of its SOFTWARE.

NO ASSIGNMENT

This Agreement, the SERVICES and SOFTWARE, and the rights and obligations hereunder may not be assigned by any act of the Licensee or by operation of law, including but not limited to bankruptcy, assignment for benefit of creditors, collateral for a loan, or satisfaction of a loan, without the prior written consent of PSDC.

JURISDICTION

This Agreement gives you specific legal rights and you may have other legal rights that vary from state to state. This Agreement shall be governed by the laws of the state of Texas, without regard to its conflict of laws provisions. Proper venue for any dispute arising from, or relating to, this Agreement will be the state and federal courts located in Jefferson County, Texas.

SEVERABILITY

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

TRADEMARKS

The following trademarks are owned by PSDC:

“ProMiles” - is a registered trademark of ProMiles Software Development Corporation.

“TruckMiles” - is a registered trademark of ProMiles Software Development Corporation.

“XF” - is a registered trademark of ProMiles Software Development Corporation.

“KingPin” – is a registered trademark of ProMiles Software Development Corporation.

“FuelTaxOnline” – is a registered trademark of ProMiles Software Development Corporation.

This Agreement does not provide any license or rights to YOU to use such trademarks.

THIRD PARTY RIGHTS AND TRADEMARKS

The SOFTWARE may include a portion, subset or derivative compilations from third parties. By using the SERVICES and SOFTWARE, YOU agree to the Terms and Conditions of these providers in their entirety. Third parties retain the right to modify their Terms and Conditions independently of PSDC.

d. Portions of Canadian map data are reproduced under license from Her Majesty the Queen in Right of Canada with permission from Natural Resource Canada.

f. Logos for specific truck stop chains or fuel brands may be registered as trademarks or service marks by their respective owners.

Copyright (c) 1994 - 2017 ProMiles Software Development Corporation. All rights reserved. No part of this publication or software may be reproduced, transmitted, stored in a retrieval system, nor translated into any human or computer language in any form or by any means without the written permission of the copyright owner, ProMiles Software Development Corporation, 1900 Texas Avenue, Post Office Box 398, Bridge City, TX 77611 U.S.A.

Any rights not expressly granted herein are reserved.

TruckMiles™ inquiries should be directed to info@truckmiles.com, or sales@truckmiles.com as appropriate.

PIRACY REPORTS should be directed to the information clerk or call 1-800-324-8588

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