TERMS OF SERVICE

These Terms of Service (“Terms”) form a binding agreement between you and iDispatch Solutions (“iDispatch,” “we,” “us”) and govern your access to and use of our website, web application, APIs, and related services (the “Services”).

By creating an account, clicking “I agree,” or using the Services, you accept these Terms. If you are using the Services on behalf of a company or other organization, you represent that you have authority to bind that organization and “you” refers to that organization.

You must be at least 18 years old and legally able to enter into a contract to use the Services. The Services are intended for business use by transportation operators and their staff. You agree to comply with all laws and regulations that apply to your use of the Services, including transportation, data protection, and consumer-protection laws.

Creating an account

To use most features, you must create an account and verify your email. You are responsible for keeping your credentials secure and for all activity that happens under your account.

Organizations and roles

When an administrator creates an organization, that administrator becomes the owner and controls role assignments (“owner,” “platform admin,” “support manager,” “analyst,” or standard user). Organization owners are responsible for managing their members, their members' access, and the data their members enter or upload.

Notifications

We may send operational notifications, security alerts, and product updates to the email or phone number associated with your account. You cannot opt out of essential service messages while your account is active.

You agree not to, and not to allow anyone to, use the Services to:

• Violate any law, regulation, or the rights of others.
• Upload or transmit material that is defamatory, harassing, infringing, or otherwise unlawful.
• Attempt to gain unauthorized access to any account, system, or data, or to probe, scan, or test the vulnerability of any part of the Services.
• Interfere with or disrupt the integrity or performance of the Services, including by injecting malicious code or excessive automated requests.
• Reverse engineer, decompile, or attempt to extract the source code of the Services, except where applicable law permits.
• Use the Services to send unsolicited commercial messages or to build a competing product.
• Scrape, bulk-export, or redistribute data from the Services outside the permitted APIs and integrations.

Plans and billing

Paid subscriptions are billed in advance on a recurring basis (monthly or annually) at the rate in effect when you subscribe or renew. Unless stated otherwise, subscriptions renew automatically at the end of each billing period until you cancel.

Changes to pricing

We may change pricing or introduce new fees. We will give you at least 30 days' notice before any price change takes effect on your next renewal. Your continued use after a price change is acceptance of the new pricing.

Taxes

Fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes that apply to your subscription, except for taxes based on our net income.

Late payments

If a payment fails, we may suspend access to paid features until the balance is resolved. Unpaid amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

Refunds

Except where required by law, fees are non-refundable. Canceling stops future renewals but does not refund fees already paid for the current period.

We work hard to keep the Services available and reliable, but we do not guarantee uninterrupted access. We may perform maintenance, update features, or modify the Services from time to time. For enterprise customers with a signed order form, service levels and support commitments are governed by that agreement.

Ownership

You retain ownership of all data you or your users submit to the Services (“Customer Data”), including trip records, driver details, passenger details, and any content you upload.

License to us

You grant iDispatch a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide and improve the Services, to prevent or address security or technical issues, and as otherwise permitted by these Terms and our Privacy Policy.

Your responsibility

You are responsible for the accuracy, legality, and appropriate use of Customer Data, including obtaining any necessary consents from drivers, passengers, and other individuals whose information you enter into the Services.

Backups and export

You can export your operational data at any time through the Services. We recommend maintaining your own backups for records your organization is legally required to keep.

iDispatch and our licensors own all rights, title, and interest in and to the Services, including all software, designs, logos, and documentation. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to use the Services for your internal business operations during your subscription.

Any feedback, suggestions, or ideas you provide about the Services may be used by us without restriction or compensation, and you grant us a perpetual license to do so.

The Services can be connected to third-party booking platforms, identity providers, and communication tools. Your use of those services is governed by their own terms and privacy policies. We are not responsible for third-party services, and we cannot guarantee their availability, accuracy, or security.

When you enable an integration, you authorize us to exchange data with that service on your behalf. You may disconnect integrations at any time from the platform settings.

Each party may receive information from the other that is confidential. The receiving party will protect that information with at least the same degree of care it uses for its own confidential information (and in no case less than reasonable care), and will use it only for purposes of these Terms. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party.

Except as expressly stated in a signed order form, the Services are provided “as is” and “as available” without warranty of any kind. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

Each party's total aggregate liability for claims arising out of or relating to these Terms will not exceed the greater of (a) the fees you paid for the Services in the 12 months preceding the claim or (b) one hundred U.S. dollars ($100).

You will defend, indemnify, and hold harmless iDispatch and its affiliates, officers, employees, and agents from any third-party claim, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your breach of these Terms, (b) your Customer Data, or (c) your violation of any law or the rights of a third party.

You may cancel your subscription at any time from the billing settings. We may suspend or terminate your access to the Services if you materially breach these Terms, if required by law, or to protect the security or integrity of the Services.

After termination, we will make Customer Data available for export for a reasonable period (typically 30 days), after which we may delete it. Sections of these Terms that by their nature should survive termination will survive, including sections on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute that is not subject to arbitration.

Any dispute arising out of or relating to these Terms that cannot be resolved informally will be resolved through binding arbitration on an individual basis, except that either party may seek injunctive relief in court for claims relating to intellectual property or unauthorized access.

We may update these Terms from time to time. If we make material changes, we will give you reasonable notice (for example, by email or in-app notice) before the changes take effect. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance.

• Entire agreement: these Terms, our Privacy Policy, and any signed order form are the entire agreement between you and iDispatch and supersede prior agreements on the same subject.
• Assignment: you may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• No waiver: our failure to enforce any right or provision is not a waiver of that right or provision.
• Severability: if any provision is held to be unenforceable, the remaining provisions remain in full force.
• Force majeure: neither party is liable for delays or failures caused by events outside its reasonable control.

Questions about these Terms? Reach our legal team:

• Email: legal@idispatchsolutions.com
• Mail: iDispatch Solutions, Attn: Legal, United States (full mailing address available on request).