PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR OTHERWISE USE OUR SERVICES.
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND MILER CAN BE BROUGHT (SEE SECTION 20 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST MILER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.
By entering into this Agreement, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 20) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES DESCRIBED UNDER THIS AGREEMENT.
This MILER LICENSE AGREEMENT (the “Agreement”) pertains to the use of websites, mobile applications, content, products and services (collectively, the “Services”) made available by MILER, LLC, a Delaware limited liability company (“Miler”). This Agreement is a legal agreement between the individual or business entity using the Services (“You” or “Your”) and Miler, for the Services, which may include but are not limited to computer software and hosted software services, printed materials, and web-based services or electronic documentation. By accessing and using the Services You are agreeing to this Agreement. If You are using the Services for or on behalf of a business entity, then Your use means such business entity also accepts this Agreement. This Agreement remain in effect even if You or Your business entity stop using the Services.
The Services shall constitute a comprehensive, fully integrated, cloud-based transportation management and fleet maintenance system (the “Miler Software”) and a service marketplace (the “Service Marketplace”) where, among other things, You may seek service providers to perform services and/or provide goods necessary or desirable to support motor carrier operations by being matched with persons who provide such services or goods (“Providers”). You may elect for Miler to provide you access to the Miler Software and Service Marketplace or to only one type of Service.
The services and goods provided by Providers to You shall be referred to herein as the “Service Marketplace Services.” If You request Service Marketplace Services via the Service Marketplace, You authorize Miler to match you with Providers based on factors such as your location, the requested service location, the estimated time to needed by You to complete the Service Marketplace Services, the estimated time needed for Provider to complete the Service Marketplace Services, Your preferences, and platform efficiency, and to cancel an existing match and/or rematch You with a Provider based on the same considerations. Any decision by You to accept Service Marketplace Services is a decision made in Your sole discretion. Each Service Marketplace Services provided by a Provider to You shall constitute a separate agreement between such persons. The Service Marketplace may only be used by individuals or entities who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Service Marketplace is not available to You if you have had Your account temporarily or permanently deactivated. If You are an organization, multiple persons may be permitted to use the account if You authorize such use. You may not allow non-authorized persons to use Your account. Miler reserves the right to deactivate any additional or duplicate accounts. Your participation in certain Miler programs and use of certain Miler products or services may be subject to additional eligibility requirements as determined by Miler. By requesting Marketplace Services via the Service Marketplace, if you are an individual, you represent and warrant that you are at least 18 years old and if you are an organization, you represent and warrant that you are authorized on behalf of the organization to enter into this Agreement.
Miler may modify this Agreement at any time, in our sole discretion. If Miler does so, Miler will inform you by posting the modified version of this Agreement to Miler’s website or through other communications with You. It’s important that you review this Agreement whenever Miler modifies it because if you continue to use the Services after Miler has posted or otherwise informed you of the modified Agreement, you are indicating to Miler that you agree to be bound by the modified Agreement. If you do not agree to be bound by the modified Agreement, then you may not continue to use the Services.
Subject to the terms and conditions specified in this Agreement, Miler agree to provide with access to the Services.
You agree not to do or attempt to do any of the following without Miler’s written consent: (a) copy (except as set forth below), modify, distribute, sell, license, sublicense, assign, transmit, publish or republish, display, perform, edit, create derivative works from, transfer, lease, sell or license any part of the Services to a third party; (b) reverse engineer, dissemble, or decompile any technical limitations of the Services; (c) copy or retrieve data or other content provided by Miler to You, either manually or by use of automatic devices, for the purpose of creating or compiling, directly or indirectly, a collection, database or directory or creating products competitive to the Services; (d) use meta tags or other hidden text utilizing Miler’s name or trademarks or use framing techniques to enclose any portion of the Services; or (e) make copies of any part of the Services except as reasonably necessary for Your own internal business purposes. In addition to other prohibitions as set forth in this Section, You are prohibited from using the Services or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate Miler’s intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. Miler has the right to investigate violations of this Section or conduct that affects the Services and immediately suspend or terminate any or all of Your access to the Services if Miler reasonably suspects or determines that You have violated this Section. Miler may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Miler has Your permission to identify You as a customer of Miler or user of our Service and to reproduce Your name and logo on Miler’s website and in any other marketing materials. If You provide Miler any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), You hereby assign to Miler all rights in the Feedback and agree that Miler has the right to use such Feedback and related information in any manner it deems appropriate. Miler will treat any Feedback You provide as non-confidential and non-proprietary. You agree that You will not submit to Miler any information or ideas that You consider to be confidential or proprietary. If Miler provides You with confidential information relating in any way to its business operations, You shall keep all information strictly confidential, unless disclosure is required by law or judicial process or such information is publicly known or obtained by You without any breach of any confidentiality agreement.
The Services are protected by copyright laws and international copyright treaties, trademark laws, patent laws, as well as other intellectual property laws and treaties. Miler owns all rights, title, and interest in any and all copyright and other intellectual property within or made part of the Services. You may not remove, obscure or alter any copyright, trademark or other proprietary notices displayed on Miler’s Services. The Services are being licensed to You and/or Your business entity for Your personal use only, and nothing in this Agreement should be construed as a sale or transfer of ownership of any intellectual property rights. Neither this Agreement nor Your use of the Services convey or grant to You any rights: (a) in or related to the Services except for the limited license rights granted above; or (b) to use or reference in any manner the company names, logos, product and service names, trademarks or services marks of Miler or its licensors.
Miler may from time to time update the Services. Miler may change or discontinue all or any part of the Services, at any time and without notice, at Miler’s sole discretion. If Miler discontinues supporting the Services you have ordered from Miler in accordance with your Subscription without offering to replace them with an updated version or newer model, you may request a refund. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to You. You hereby consent to such automatic updates.
By entering into this Agreement or using the Miler Software and Service Marketplace, you agree to receive communications from us or communications related to the Services at any of the phone numbers provided to Miler by you or on your behalf, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Miler, its affiliated companies and/or Providers, may include but are not limited to: operational communications concerning your user account or use of the Services, updates concerning new and existing features on the Miler Software and Service Marketplace, communications concerning marketing or promotions run by us or our third-party partners, and news concerning Miler and industry developments. If you change or deactivate the phone number you provided to Miler, you agree to update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
Miler does not function as a transportation carrier or arrange for the movement of freight. All such arrangements are made by the users of the Services, and any terms and conditions of such freight movement, including without limitation any pricing or payment terms, are solely among the users of Miler’s Services. No agency, partnership, joint venture, employee–employer or franchisee–franchisor relationship is intended or created by Your use of the Services or by this Agreement. You use the Services at Your own risk. Miler makes no representation or warranty whatsoever: (a) regarding the reliability, timeliness, quality, suitability or availability of the Services; (b) that the Services will be uninterrupted or error-free; or (c) regarding the quality, qualifications, suitability, safety, accident history, vehicle history, criminal or civil liability history, creditworthiness or experience of any of the users of the Services. In addition, by using the Services, You acknowledge and agree that Miler does not, and has no duty to, conduct any investigations or evaluations relating to any of the foregoing. You fully and completely assume all risk of using the Services and any content, materials or information provided to You by Miler or any other user of the Services. MILER DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, AND TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL SERVICES AND ANY OTHER MATERIALS OR INFORMATION PROVIDED TO YOU BY MILER ARE DELIVERED AS IS AND AS AVAILABLE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ABILITY TO MEET YOUR NEEDS OR NONINFRINGEMENT.
MILER DOES NOT WARRANT THAT THE SERVICES OR ANY OF ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR DAMAGE YOUR HARDWARE OR OTHER PROPERTY AS A RESULT OF YOUR ACCESSING, BROWSING OR USING THE SERVICES, DOWNLOADING INFORMATION OR PRINTING INFORMATION FROM THE SERVICES.
The following disclaimers are made on behalf of Miler, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
NEITHER MILER NOR ANY OTHER PARTY INVOLVED IN THE CREATION, DISTRIBUTION OR DISPLAY OF THE SERVICES OR ANY OTHER MATERIALS OR INFORMATION PROVIDED TO YOU BY MILER (COLLECTIVELY, “SUPPLIERS”) IS LIABLE FOR ANY LOST PROFITS OR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR THAT RESULT FROM: (A) YOUR USE, INABILITY TO ACCESS OR USE OR RELIANCE ON THE SERVICES OR ANY OTHER MATERIALS PROVIDED TO YOU BY US, EVEN IN THE EVENT OF OUR NEGLIGENCE; OR (B) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF MILER AND ITS SUPPLIERS FOR ANY CLAIMS ARISING OUT OF YOUR USE OF THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.
With respect to your use of the Services, you agree that you will not:
You agree to defend, indemnify and hold Miler and its employees, contractors, officers and managers harmless from all liabilities, claims and expenses, including without limitation attorneys’ fees, that arise out of or result from: (a) Your use or misuse of the Services or any other materials or information provided by Miler to You (whether such material or information originates from Miler or from a third party, including without limitation other users of the Services); (b) Your breach of this Agreement; (c) Miler’s use of any content submitted by You in connection with the Services; or (d) Your violation of any law or the rights of a third party.
You may request to cancel the Services at any time. You may either make a cancellation request online through the Miler portal, by calling to speak with a Miler representative, or through a chat service, if applicable. Simply canceling the credit/debit card associated with a Miler account will not cancel the account. Cancellations will take effect immediately. No portion of a payment will be refunded or prorated at the time a cancellation request is made. You will remain liable for Service Marketplace Charges due and owing for Marketplace Services performed prior to termination. Customers are encouraged to keep records of all communications regarding cancellation. Cancellation of an account does not resolve outstanding amounts owed or nullify previously agreed upon charges or fees, such as payments charged in installments or annual contract charges, portions of which may not yet have been invoiced at the time of Your cancellation request. At the time of cancellation, any outstanding amounts owed to Miler must be settled. Miler may terminate Your use of the Services upon seven (7) days’ prior notice to You. Miler may terminate Your use of the Services immediately in the event that (a) You breach this Agreement or (b) Miler has the good faith belief that such action is necessary to protect the safety of the Miler community or third parties.
This Agreement and any action related thereto will be governed by the laws of the State of Kansas without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to this Agreement or Your use of the Services will be the state and federal courts located in Johnson County, Kansas, United States, and both parties consent to the jurisdiction of such courts with respect to any such actions.
Miller is not liable or responsible, nor shall be deemed to have defaulted under or breached this Agreement, for any failure to perform or delay in performing its obligations under this Agreement due to an event of force majeure. An event of force majeure is any event or circumstance beyond Miler’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, pandemic (including the COVID-19 pandemic), epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems.
This Agreement constitutes the entire and exclusive understanding and agreement between Miler and You regarding the Services, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Miler and You regarding the Services. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Miler’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of Your company. Any attempt by You to assign or transfer this Agreement, without such consent, will be null. Miler may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Miler under this Agreement, including those regarding modifications to this Agreement, will be given in Miler’s sole discretion: (i) via email; (ii) by posting to Miler’s website; or (iii) by posting to the Services. Except as explicitly stated otherwise, any notices to Miler shall be given by certified mail, postage prepaid and return receipt requested to Miler, LLC, 10895 Lowell Avenue, Suite 205, Overland Park, Kansas 66210. Either party’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such 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 both parties. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
If you have any questions about this Agreement or wish to submit feedback regarding the Services, please contact Miler at email@example.com or by mail at Attn: Compliance, 10895 Lowell Ave, Ste 205, Overland Park, KS 66210.