This Terms of Service (the “Terms”) is a binding agreement between you (”End User” or “you”) and Highway App, Inc. These Terms govern your use of H’s website located at www.g.com, and other related sites (collectively, the “Site”) and the services for you to access an online database of information on motor carriers on a monthly subscription basis (together with the Site, the “Services”). The Services are licensed, not sold, to you.
1. License Grant.
Subject to these Terms, Highway grants you a limited, non-exclusive, and nontransferable license to use the website and our Services for your personal, non-commercial, internal business uses on devices owned or otherwise controlled by you (“Device(s)”) and to use the Services strictly in accordance with these Terms.
By engaging Highway for Services, you hereby grant Highway a limited, non-exclusive, non-transferable license to use your company logo, trademarks, or other company-identifying intellectual property on the Highway website solely for promotional purposes in connection with the Services we provide you.
2. Modification to these Terms and the Services.
Additionally, Highway reserves the right to modify, suspend, or discontinue the Services (including, but not limited to, the availability of any feature, database, or Content), whether temporarily or permanently at any time for any reason. You agree that Highway shall not be liable to you for any modification, suspension, or discontinuation of the Services. Some modifications may require updates to the Site in order to continue to use the Services.
Highway may also impose limits on certain features and services, restrict your access to parts or all of the Services, and suspend or terminate users without notice or liability.
4. Highway Account
You may access the Site without registering for an account, but as a condition of using certain aspects of the Services, including storage and transfer capabilities, you are required to create a Highway account (an “Account”).
You are solely responsible for maintaining the confidentiality of your Account and username for restricting access to your devices and you hereby agree to accept responsibility for all activities, charges, and damages that occur under your Account. If you discover any unauthorized use of your Account, or other known Account-related security breach, you must report it to Highway immediately. You agree that you are responsible for anything that happens through your Account until you close your Account or prove that your Account security was compromised due to no fault of your own. Highway cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
While we offer portions of the Services for free, we do charge for certain features of the Services, including, without limitation, allowing you to store and transfer data through our database for internal business purposes through the Site. When paid by you, these payments are final and non-refundable. Highway, in its sole discretion, may offer credits or refunds on a case-by-case basis including, by way of example, in the event of an error with your order or in the amounts you were charged.
Highway will charge, and you authorize Highway to charge, you for Services through a monthly automatic reoccurring credit card payment, or a monthly or bi-annual invoice due within fifteen (15) days of receipt of such invoice. Highway may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase through a Highway third party payment processor of Highway's choosing. If you choose to process payment for our Services through reoccurring invoices, you may opt to pay for those Services by providing a check. Other payment terms herein apply.
Highway reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Services at any time. Regardless of the cause, Highway reserves the right to charge the final price after checkout, including without limitation all applicable transaction taxes.
6. License Restrictions. You shall not:
If for any reason, Highway determines that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.
7. Reservation of Rights.
You acknowledge and agree that the Services, including the Site, are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services, including the accessible data, under these Terms, or any other rights thereto other than to use the Site and Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Highway, and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Services and Site, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
8. Collection and Use of Your Information.
9. Geographic Restrictions.
The Content and Services are based in the United States and provided for access and use only by persons located in the United States and Canada. You acknowledge that you may not be able to access all or some of the Services outside of the United States and Canada and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States or Canada, you are responsible for compliance with local laws.
Highway may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features for the Site (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Highway has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Site and be subject to all terms and conditions of these Terms.
11. Third-Party Materials.
The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Highway is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Highway does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
12. Term and Termination.
13. Disclaimer of Warranties.
THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HIGHWAY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, HIGHWAY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES OR THE APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, IN NO EVENT SHALL HIGHWAY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) PROPER USE IMPROPER USE OF INFORMATION BY DESIGNEE OR ANY OTHER INDIVIDUAL WHO MAY OR MAY NOT HAVE AUTHORITY TO ACCESS THE USER ACCOUNT WITH OR WITHOUT USERS KNOWLEDGE (IV) OR FOR ANY DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS LESS. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, HIGHWAY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend, and hold harmless Highway and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to you or your customer’s, representative’s, or employee’s use or misuse of the Services, or breach of these Terms, or you or your designees actions pertaining to the use of information stored or on the User Account.
If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
17. Escalation Procedures, Governing Law, and Jurisdiction.
You hereby acknowledge that you and Highway shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a "Dispute"), under the provisions of this Section. Upon any Dispute, you and Highway each agree to send written notice to the other party of any Dispute ("Dispute Notice"). The parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves, including without limitation, not fewer than three (3) negotiation sessions. In the event that such Dispute is not resolved on an informal basis within thirty (30) business days after one party delivers the Dispute Notice to the other party, either party may, by written notice to the other party ("Escalation to Executive Team Notice"), refer such Dispute to the Executive Team, the personnel of which shall be determined by each party for their own executive representative.
For purposes of clarification, the party sending the Dispute Notice and the Escalation to Executive Team Notice shall send such notices in compliance with the applicable Services Agreement, Order Form or other documentation notice provisions, or to the applicable emails determined by each party. If the Executive Team cannot resolve any Dispute during the time period ending sixty (60) days after the date of the Escalation to Executive Team Notice (the last day of such time period, the "Escalation to Legal Action Date"), either Party may initiate additional legal actions in accordance with the following paragraph.
18. Entire Agreement.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other agreement, these Terms shall govern.
20. Contact. If you have any questions regarding these Terms, please contact us at firstname.lastname@example.org.
Last Update: April 5, 2022