Terms of Service
Terms of Service
These LoadPal Terms of Service is a contract between you the customer who orders the Service (“you” or “Customer“) and us Microdea Inc., with offices at 85 Enterprise Boulevard, Suite 407, Markham, Ontario Canada, L6G 0B5 (“Microdea“). By using the Microdea website located www.microdea.com (“Website“) or any services described on the Website, including but not limited to software you download to use with a designated mobile device (the “Application“) and the SaaS interface (collectively, “Service“), you are agreeing to be bound by the following terms and conditions (“Terms of Service“).
The Service is solely for Customer’s use in connection with its transportation management activities. Microdea may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or content. Microdea may also impose limits on certain features and services or restrict Customer’s access to parts or all of the Service without notice or liability. Customer shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service. Customer shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.
2. Registration & Security
As a condition to using certain features of the Service, Customer is required to register with Microdea and select a password and Customer ID. Customer shall provide Microdea with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Service, which may result in immediate termination of Customer’s account. Microdea reserves the right to refuse registration of, or cancel a Microdea Customer account at its discretion. Violation of any of the terms contained herein will result in the termination of your Account. Microdea prohibits certain conduct on the Service as described below.
3. Account Terms
In order to register and set up an Account the following conditions apply:
(a) The Service is available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Service is not available to individuals under the age of 18. If you do not qualify, please do not use the Service.
(b) You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
(c) You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
(d) Your login may only be used by one person – a single login shared by multiple people is not permitted.
(e) You may create separate logins for as many people as your plan allows.
(f) You are responsible for maintaining the security of your account and password. Microdea cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
(g) You are responsible for all Customer Content posted and activity that occurs under your account (even when Customer Content is posted by others who have accounts under your account).
(h) One person or legal entity may not maintain more than one free account.
(i) You may not use the Service for any illegal or unauthorized purpose.
(j) You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
4. Payment Terms & Fees
Customer shall pay Fees to Microdea as follows:
(a) If Customer signed up for a paid plan, Customer will pay Microdea the subscription fee for the Service as set forth in the Website pricing guide (“Fees“) for each order (“Order“). Unless otherwise agreed to by the parties in writing (including email), all Fees are payable upon demand by Microdea accepted credit card. Fees for each subscription period will be billed in advance. There is a seven (7) business day grace period (“Grace Period“). Thereafter, Customer may be restricted at any time from the Service, with or without notice, at Microdea’s sole discretion. Subscription Fees are billed on a recurring basis and Customer hereby authorizes Microdea to charge Customer’s credit card for such purposes. Microdea reserves the right to change the Fees at any time (and such changes will apply on a going forward basis). Customer shall be responsible for all taxes associated with Service other than taxes based on Microdea’s net income.
(b) If Customer believes that Microdea has billed Customer incorrectly, Customer must notify Microdea thereof (in writing) no later than sixty (60) days after the date on which Microdea has charged Customer, otherwise the amount charged shall be conclusively deemed correct by the parties. All Fees paid are non-refundable, except in the event (i) of overpayment, but subject to the preceding sentence, or (ii) if Customer terminates this Agreement for Microdea’s uncured breach.
(c) An automatic invoice for processing payments will be delivered to you after the initial payment. Invoice requirements will not excuse Customer from the timely payment terms herein.
(d) We may offer certain Services to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Services for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Services. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section. All information regarding the characteristics, features or performance of Beta Versions constitutes Microdea’s confidential information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products.
5. Application, SaaS Interface and Maintenance
(a) Any Application which you download through or as part of our Service is subject to the terms and conditions provided in or with the software (“EULA“).
(b) Subject to the terms and conditions of these Terms of Service, Microdea grants you a non-exclusive right to access and use the SaaS Interface (“SaaS Interface“) during the applicable License Term specified in your Order. The SaaS Interface permits you to review Customer Content that is collected from the Application and hosted on our platform. You acknowledge that our SaaS Interface is an on-line, subscription-based product and that we may make changes to the features and functionality of the SaaS Interface from time to time. Your License Term will end upon any termination of the Order or pursuant to termination of these Terms of Service, even if it is identified as “perpetual” or if no expiration date is specified in your Order. Access to the SaaS Interface is subject to completion of the Account registration.
(c) Microdea provides the Microdea Application and SaaS Interface “as is”. The Microdea Application and SaaS Interface, and any updates, is deemed accepted by Customer. No warranties are made in respect of the Application and SaaS Interface (see Warranties and Indemnifications). Microdea is not obligated to provide maintenance, technical support or updates to Customer for the Application or SaaS Interface. Any maintenance or updates provided by Microdea will be subject to the provisions of these Terms of Service.
(d) Customer agrees that all content and materials (collectively, “Microdea Content“) delivered by Microdea via the Service, or otherwise made available by Microdea at the Website, are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.
(e) Except as expressly authorized by Microdea in writing, Customer agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Microdea Content.
(f) However, Customer may print or download a reasonable number of copies of the Microdea Content (as applicable) for Customer’s own informational purposes; provided, that Customer retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Microdea Content or design elements on the Website for any other purpose is strictly prohibited without the express prior written permission of Microdea.
(g) Customer shall ensure the Microdea copyright notice and license terms contained in the Application is not removed from the Microdea Application and that both are included in each module that the Microdea Application resides.
(h) You understand that Microdea uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
(i) You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Microdea, or any other Microdea service.
(j) You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Microdea.
(k) You may not access the Service for the purpose of bringing an intellectual property infringement claim against Microdea or for the purpose of creating a product or service competitive with the Microdea Service.
6. Customer Content.
(a) You understand and agree that Microdea cannot be responsible for conduct or activity on the Service or for Customer Content transmitted, posted, or stored using the Service. You agree to use the Service at your own risk. For the purposes of this agreement “Customer Content” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Service. You will retain all right, title and interest in and to Customer Content in the form provided to Microdea. Subject to these Terms of Service, you hereby grant to Microdea a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of your Customer Content, in each case solely to the extent necessary to provide Service to you and (b) for Service(s) that enable you to share your Customer Content or interact with other people, to distribute and publicly perform and display your Customer Content as you or your authorized users direct or enable through the SaaS Interface. Microdea may also access your account or instance in order to respond to your support requests. We may remove or delete your Customer Content within a reasonable period of time after the termination of your License Term.
(b) By using the Service, you agree not to record, upload, post, transmit, cause the display, playback or performance of, or otherwise make available any content that: is harmful, threatening, abusive, harassing, vulgar, hateful, or racially, ethnically or otherwise offensive or discriminatory; is illegal; is tortious, defamatory, libelous or invasive of another’s privacy or publicity rights; infringes any patent, trademark, trade secret, copyright or other proprietary or intellectual property rights of any party; includes copyrighted materials for which you do not possess appropriate rights to so display, perform or otherwise make available; you do not have a right to make available under law or contractual or fiduciary relationships; includes private information of any third-party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; is advertising, solicitations or promotional material; contains software viruses or any other computer code, files or programs designed to destroy, interrupt or otherwise limit the functionality of any computer software, computer hardware or other equipment.
7. Warranties and Indemnifications
(a) ALL SERVICES (INCLUDING BUT NOT LIMITED TO THE APPLICATION AND SAAS INTERFACE) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND MICRODEA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. MICRODEA SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF MICRODEA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICRODEA NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE (OR ANY SERVER(S) THAT MAKE THE SAAS INTERFACE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(b) You will defend, indemnify and hold harmless Microdea from and against any loss, cost, liability or damage, including attorneys’ fees, for which Microdea becomes liable arising from or relating to any claim relating to Customer Content, including but not limited to any claim brought by a third party alleging that Customer Content, or your use of the Service in breach of these Terms of Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Microdea at your expense.
8. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICRODEA AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY MICRODEA CONTENT OBTAINED FROM THE SERVICE; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CUSTOMER CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MICRODEA EXCEED THE GREATER OF TEN U.S. DOLLARS (U.S. $10.00) OR THE AMOUNT YOU PAID MICRODEA, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT MICRODEA HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(a) Either Party may terminate an Order if: (i) the other materially breaches any term under Terms of Service and fails to cure such breach within thirty (30) days after receipt of written notice; (ii) the other ceases to conduct business; or (iii) the other files for bankruptcy, reorganization or insolvency, or if a similar proceeding for the benefit of its creditors is commenced.
(b) Following the expiration, cancellation or termination of this Agreement, for any reason, the rights and license granted herein to Customer shall immediately and automatically terminate and Customer shall no longer have the right to use or distribute the Application or the SaaS Interface in any manner provided however that any Application already distributed to end-users shall not be affected.
(c) Notwithstanding anything to the contrary above, any termination by Customer under the terms herein shall not relieve Customer of its obligation to pay any and all back, current and future Fees that are due under these Terms of Service.
All content included by Microdea on the Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Microdea or its content suppliers and protected by Canadian and international copyright laws. The compilation of all content on the Website is the exclusive property of Microdea and protected by Canadian and international copyright laws. All software used on (or provided through) the Website is the property of Microdea or its software suppliers and protected by Canadian and international copyright laws.
(a) Microdea operates an independent business apart from Customer. Nothing in this Agreement creates a partnership, employer-employee relationship, franchisee-franchisor, or a joint venture between the parties. Each party is solely responsible for the control and management of its business operations, for obtaining and maintaining all applicable business licenses and insurance, and for the timely payment of all income, payroll, and employment-related taxes, including without limitation all unemployment, workers compensation, income tax withholding, and any other taxes of any nature whatsoever related to its business, unless otherwise specified in Section 4.
(b) Customer acknowledges that Microdea can make public announcements regarding the status of the business relationship and include logos within presentations, the Microdea’s website or in meetings and interviews regarding the Microdea’s business.
(c) Each party’s obligations hereunder may not be assigned, delegated, sublicensed or otherwise transferred without the other party’s prior written consent, unless its to any affiliate or to any surviving party as part of a corporate reorganization, consolidation, merger, or sale. In the event of such assignment or attempted assignment by either party, the assigning party shall notify the other party prior to the effective date of assignment, and the other party shall have the right to terminate these Terms of Service immediately for a period of thirty (30) days after its receipt of notice. Subject to the limitations herein, these Terms of Service will inure to the benefit of and be binding upon the parties, their successors, administrators, heirs, and permitted assigns.
(d) If either Party’s performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, flood, fire, explosion or other act of nature or any other matter not within such Party’s reasonable control, then the date for performance shall be extended by the time of such delay; provided, however, that the party subjected thereto shall pursue with reasonable diligence the avoidance or removal of such delay if reasonably feasible.
(e) Wherever the context requires, the gender of all words used in these Terms of Service shall include the masculine, feminine, and neuter, and the number of all words shall include the singular and the plural.
(f) Except as otherwise provided for in these Terms of Service, each party shall be responsible for and will bear all costs and expenses incurred by it in connection with the performance of its obligations hereunder.
(g) All currencies specified herein are in US dollars. When any fees to Microdea are calculated based on a currency other than U.S. currency, the payment to Microdea must be equal to that of the US dollar amount of the fees listed in the Order, and Customer shall bear all currency conversion fees, wire transfer fees or any other fees involved with payment.
(h) The headings and numbering shall not be considered or given effect in construing these Terms of Service. These Terms of Service shall be construed without regard to the party responsible for the preparation of the same, and shall be deemed to have been prepared jointly by the parties. Any ambiguity or uncertainty existing herein shall not be interpreted against either party, but according to the application of other rules of contract interpretation.
(i) The failure by Microdea to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision. In the event that any provision of these Terms of Service is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms Service will remain in full force and effect.
(j) These Terms of Service and any action related thereto will be governed by the laws of the Province of Ontario without regard to or application of its conflict of law provisions. All claims, legal proceedings or litigation arising in connection with the Service of these Terms of Service will be brought solely in the courts located in Toronto, Ontario, Canada and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
(l) The following sections shall survive termination or expiration of this Agreement: 4, 7, 8 and 12 in addition to any other provisions which by their terms or sense are intended to survive.
(n) Services are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Microdea and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Services (including all No-Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Microdea, including without limitation as they may incorporate Feedback (“Microdea Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Microdea (“Feedback”). Microdea may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your confidential information, and nothing in this Agreement limits Microdea’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. For the purpose of optimizing Microdea’s Service and any other lawful purpose, Microdea will own and may monitor and gather and aggregate clicks, aggregate page views, performance, memory usage, connection speed, efficiency and other similar data and information provided that in no event will such data include any non-aggregated or personally identifiable information.
(o) Except as otherwise set forth in these Terms of Service, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is identified as confidential at the time of disclosure. Any Microdea Technology and any performance information relating to the Service shall be deemed Confidential Information of Microdea without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Service.
LAST UPDATED: January 26, 2018.