Terms & Conditions of Use for CompanyMileage.com, LLC. SureMileage & SureExpense Software
Important: Read Carefully. By accessing or using the SureMileage and/or SureExpense proprietary software programs (collectively, and each individually, referred to as the "Service"), the individual or entity accessing the Service, hereinafter referred to herein as "You" and "Your") agree to be bound by these terms & conditions (the "Terms"). If You do not agree to these Terms, You must not access or use the Service, and You must notify the entity from which You acquired Your login credentials within five (5) days regarding same.
CompanyMileage.com LLC. ("CompanyMileage") is pleased to offer You access to, and participation in, the Service. In consideration for providing You with access and use of the Service, You hereby understand and agree to the Terms specified herein.
Access to the Service
. By accessing and using the Service, You hereby expressly agree to be bound by the Terms herein as well as all applicable laws and regulations associated therewith. If You do not agree to be bound by the Terms and all applicable law each time You access and use the Service, or You do not have the authority to agree to or accept the Terms, then You are prohibited from accessing or using the Service. Subject to the Terms herein, CompanyMileage hereby grants You the right to access and use the Service solely for Your own use and Your own benefit. You acknowledge that CompanyMileage reserves the right, but not the obligation, to monitor any activity and information associated with the Service.
. You are required to use Your login credentials, including a user ID and password (the "Login Credentials") to access the Service or any portion of it. In doing so, You are responsible for maintaining the confidentiality of the Login Credentials and for restricting access to Your computer, laptop, or mobile device, as applicable, and You agree to accept responsibility for any and all liabilities resulting from or relating to any misuse of Your Login Credentials by You or any third party. In the event that the confidentiality of Your Login Credentials is compromised in any manner, You agree to notify CompanyMileage immediately. CompanyMileage reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of this web site (the "Web Site") and the Service, including without limitation, terminating Your access, changing Your Login Credentials or requesting additional information to authorize use of the Service.
Notwithstanding the above, CompanyMileage may rely on the authority of anyone accessing the Service using Your Login Credentials and in no event will CompanyMileage be held liable to You for any liabilities or damages resulting from or arising out of: (a) any action or inaction of CompanyMileage under this provision, (b) any compromise of the confidentiality of Your Login Credentials, or (c) any unauthorized access to or use of Your Login Credentials.
. Except as expressly permitted under these Terms, You agree that you are strictly prohibited from doing any of the following: (a) access, use, sell, distribute, sublicense, broadcast, or commercially exploit any rights granted to You in connection with the Service or any materials accessed on this Web Site, including, without limitation, any trademarks, designs, product and service descriptions, HTML text, graphics, other files, photographs, codes, software layout, designs forms and the selection and arrangement thereof (collectively, "Materials"); (b) upload to, distribute, or otherwise introduce or publish through this Web Site any message, information, text or other material that is unlawful, infringing, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable; (c) copy, modify, publish, download, display, post, transmit, or prepare derivative works based on any aspect of this Web Site or any Material; (d) reverse engineer, decompile, or disassemble any aspect of this Web Site or any Material; (e) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of this Web Site or any Material; or (f) disseminate any harmful content of any kind, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancel bots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, Service, data or personal information.
Termination of Access to the Service
. Notwithstanding anything to the contrary in these Terms, You acknowledge and agree that CompanyMileage reserves the right, without notice to You, and in its sole discretion, to terminate the Service and deny Your access and use of the Service for any reason. You understand and agree that CompanyMileage shall have the right to destroy any electronic data specifically pertaining to You that is submitted by or for the benefit of You in connection with the Service ("Data") or other information uploaded or submitted by You in connection with the Service at the end of the any trial period or upon termination Your right to access and use the Service. The provisions of the Terms shall continue to apply to You after the end of Your use of the Service or after any termination of Your right to access and use the Service.
. You acknowledge that CompanyMileage owns and retains all right, title, and interest in and to this Web Site, the Service, the Materials, and all intellectual property rights therein today and into the future, and that such information constitutes valuable trade secrets of CompanyMileage. Except as otherwise expressly authorized under the Terms, You have no rights whatsoever in this Web Site, the Service, the Materials, and all intellectual property rights therein.
. CompanyMileage agrees to: (a) hold all of the Data in strict confidence and take reasonable precautions to protect all of the Data; (b) not disclose any of the Data to any third person without written authorization from You; and (c) not make any use whatsoever at any time of any of the Data except in the performance of its obligations under these Terms; provided, however, that CompanyMileage may make disclosures of the Data as required by legal process, court order, or as otherwise required by law, provided that CompanyMileage uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order at CompanyMileage's expense. Notwithstanding the foregoing, You understand and agree that Data may include Your personal information and that Data will be transmitted over the Internet and, therefore, may be subject to interception by third parties. You hereby represent, warrant, and covenant that: (a) all Data and other information You submit in connection with the Service will be current, accurate, and complete; and (b) You remain solely liable for all Data or other information You upload or submit in connection with the Service. CompanyMileage takes no responsibility and assumes no liability for any information posted or uploaded by You or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter. When You access the Service or send email to CompanyMileage, You are communicating with CompanyMileage electronically. You consent to receive communications from CompanyMileage electronically and agree that we may communicate with You by email or by posting notices on this Web Site.
. The Service is not an archiving service. Except as expressly set forth in these Terms, CompanyMileage reserves the right to remove your Data from the Service at any time and CompanyMileage expressly disclaims any obligations, and assumes no liability, with respect to the storage or transfer of your Data.
. "Confidential Information" means information or materials provided by CompanyMileage to You which are in tangible form and labeled "confidential" or the like, or, information which a reasonable person knew or should have known to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: (a) Login Credentials; (b) the Service and Materials; (c) information regarding CompanyMileage pricing, product roadmaps or strategic marketing plans; and (d) any other non-public materials relating to the Service. You may use Confidential Information: (y) to exercise Your rights and perform Your obligations under these Terms; or (z) in connection with Your reasonable use of the Service. You will not use any Confidential Information for any purpose not expressly permitted by these Terms, and will disclose the Confidential Information only to the extent necessary to use the Service and only to those who need to know such Confidential Information for purposes of these Terms and who are under a duty of confidentiality no less restrictive than Your duty hereunder. You will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as You protect Your own confidential or proprietary information of a similar nature but with no less than reasonable care. Your obligations under this Section with respect to any Confidential Information will terminate if You can show by written records that such information: (i) was already known to You at the time of disclosure; (ii) was disclosed to You by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of You has become, generally available to the public; or (iv) was independently developed by You without access to, or use of, CompanyMileage's Confidential Information. In addition, You will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that You notify CompanyMileage of such required disclosure promptly and in writing and cooperate with CompanyMileage, at CompanyMileage's request and expense, in any lawful action to contest or limit the scope of such required disclosure.
Modification of these Terms
. You may not modify or revise these Terms. Notwithstanding the foregoing, CompanyMileage reserves the right to modify the Terms and the Service in its sole discretion from time to time and only CompanyMileage has the right to do so. If the Terms are modified, CompanyMileage will post the new Terms on the Web Site and note the date they were last updated. Any modification will be effective upon posting of the Terms as revised, and Your use of the Service following the posting will constitute Your acceptance of the new Terms.
Disclaimer of Warranties
The Service and the Materials provided herein are provided on an "as is" basis without warranties of any kind, either express or implied. CompanyMileage disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement with respect to the programs, materials, content, services and product on this Web Site. You expressly agree that use of the Service, including all Materials, content, data or technology accessed from or through this Web Site is at Your sole risk.
Limitation of Liability
You agree that in no event shall CompanyMileage or its owners, principals, members, directors, officers, employees, subcontractors, affiliates, agents, suppliers, or successors and assigns be liable for any direct, special, punitive, exemplary, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, or loss of data, whether in an action in contract, tort (including but not limited to negligence), or otherwise, arising out of or in any way connected with the use by You or Your inability to use the Service, this Web Site, or the Materials contained in, or accessed through, this Web Site.
You hereby release each owner, principal, member, director, officer, or employee of CompanyMileage from any and all liability in connection with the Service, including without limitation any damages or harm that You may incur in connection with the uses authorized by You herein, the interception of Data by a third party, or any other event outside of the reasonable control of CompanyMileage.
Representations; Export Control; Government Regulations
. You represent that (a) You are not, and are not acting on behalf of, (i) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (2) You will not permit the Service to be used for, any purposes prohibited by law. All CompanyMileage products, services and publications are commercial in nature. The Service is a "Commercial Item," as that term is defined in 48 C.F.R.§2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), and used in 48 C.F.R. §12.211, 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Pursuant to 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19 and other relevant sections of the Code of Federal Regulations, as applicable, CompanyMileage's publications, commercial computer software, Service and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements and terms of service that accompany the products and software documentation and the terms and conditions herein.
. You hereby agree to indemnify, defend and hold harmless CompanyMileage and its employees, directors, officers, subcontractors, agents or other members of its workforce, attorneys, and insurers, against any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to: (a) Your negligence, gross negligence, or willful conduct; (b) Your violation of the Terms; (c) Your violation of any rights of a third party; or (d) Your violation of any law or regulation.
. You agree that CompanyMileage may investigate any reported violation of these Terms, its policies or any complaints, and CompanyMileage may take any action that it deems appropriate in its sole discretion. You further agree that CompanyMileage has the right, but not the obligation, to take any action it deems appropriate, including but limited to action to investigate any complaints or reported violation of these Terms or its policies, issue a warning, suspend or terminate Your access and use of the Service at any time, and block, remove or edit any communication and materials that CompanyMileage believes in its sole discretion may violate applicable law, the Terms or a third party's rights. Furthermore, any indirect or attempted violation of the Terms by You, will be considered a breach of these Terms by You.
Third Party Links; Third Party Web Sites
. You agree that CompanyMileage makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of web sites accessible by any hyperlink from this Web Site or web sites linking to this Web Site.
Domestic Operations; Governing law
. The Service is operated from the United States and the Service and the Terms shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and entirely to be performed within Texas, without resort to its conflict of law provisions. You acknowledge that the laws of Your jurisdiction may be more or less strict than the laws that apply to the Service and the Terms. If You access the Service from outside of the United States, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction.
. Subject to Section 20, regardless of where You access this Web Site, You agree that any and all disputes between the parties herein shall be resolved by binding arbitration pursuant to this Section 19.
Arbitration Rules. The arbitration shall be conducted in accordance with American Arbitration Association rules.
Selection of Arbitrator. Within seven (7) days of the service of the notice of arbitration, the parties shall mutually agree upon a single arbitrator. If at the conclusion of those seven days, the parties have not agreed upon a single arbitrator, the parties shall petition the organization administering the arbitration to provide a list of five qualified arbitrators with experience presiding over claims substantially similar to those pled in the notice of arbitration. Within five days of receiving the list of qualified arbitrators, each party shall submit to the administering organization a numerical ranking of their preference as between these five arbitrators. The highest mutually ranked arbitrator shall preside over the parties' dispute.
Venue. The arbitration shall take place in a neutral location in Dallas, Texas.
Duration. A hearing shall be held within 90 days of the filing of the notice of arbitration. Such hearing shall last no more than three business days. Within 14 days of the conclusion of the hearing, the arbitrator shall issue a brief, but reasoned award.
Governing Law. Any arbitral dispute amongst the parties shall be governed by the substantive laws of the State of Texas.
Pleading. To initiate an arbitration under this Article, a notice of arbitration must be filed and personally served upon the opposing party. This notice shall contain a short and plain statement of the claim(s) for relief sought. In response, the responding party may assert a counterclaim but must file an answer to the notice of arbitration admitting or denying all facts and allegations contained therein and asserting any affirmative defenses.
Discovery. Within 45 days of service of the notice of arbitration, the parties shall mutually exchange all documents which they reasonably believe are relevant to any claim or defense in the action, regardless of whether such documents are helpful or hurtful to the producing party's case. Each party shall be entitled to serve 20 interrogatories and 20 requests for production, and to take up to 10 hours of deposition discovery. Requests for admissions are not permitted. The responding party shall have thirty (30) days to respond to such requests.
Sanctions. Upon motion or at the arbitrator's discretion, discovery sanctions may be awarded in an amount up to the amount in controversy for failing to comply with the mandatory disclosure obligations or engaging in other dilatory or unethical practices.
Costs. The prevailing party, as determined by the arbitrator, may be awarded all reasonable costs and fees of the arbitration including, without limitation, the arbitrator's fees and reasonable attorneys' fees, at the sole discretion of the arbitrator.
Confidentiality. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
Confirmation. An award issued by the arbitrator pursuant to this arbitration agreement may be confirmed in any United States district court with the jurisdiction to confirm and enter judgment on the arbitration award.
Injunctive Relief for Breach
. Notwithstanding Section 19, You acknowledge and agree that any dispute involving the alleged breach by You of Section 4 (Restrictions), Section 6 (Ownership), Section 9 (Confidential Information), or Section 14 (Representations; Export Control; Government Regulations) of these Terms shall not be subject to Binding Arbitration under Section 19 of these Terms. You further agree that any breach by Client of Section 4 (Restrictions), Section 6 (Ownership), Section 9 (Confidential Information), or Section 14 (Representations; Export Control; Government Regulations) of these Terms will irreparably harm CompanyMileage. Accordingly, in the event of a breach by You, CompanyMileage is entitled to promptly seek injunctive relief in a court of competent jurisdiction (subject to Section 18 of this Agreement) in addition to any other remedies that it may have at law or in equity.
Execution of these Terms
. This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (a) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; (b) legally enforceable as a signed writing as against the parties subject to the electronic documents, including You; and (c) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
Waiver; Remedies Cumulative; Severability
. The rights and remedies of the parties hereunder are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under these Terms shall operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege shall preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. If any provision of these Terms, or the application of any such provision to any person, entity or circumstance, is held to be unenforceable or invalid by any court of competent jurisdiction or under any applicable law, the validity and enforceability of the remaining provisions of these Terms shall not be affected thereby. Without limiting the foregoing, the covenants and obligations contained in these Terms shall be construed as separate covenants and obligations, covering their respective subject matters. Each breach of a covenant or obligation set forth in these Terms shall give rise to a separate and independent cause of action.
. You may not assign any or all of Your rights under this Agreement to any person or entity without the prior written consent of CompanyMileage. Any attempted assignment or assumption without such written consent shall be null and void and without legal effect.
. Please direct legal notices or other correspondence to CompanyMileage.com, LLC, 15441 Knoll Trail, Ste. 110, Dallas, TX 75248, Phone: 972.235.8888, Fax: 866.296.6421.
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