“User Account” means the account you create, via our Services, to access your Client Data.
“Apps” means software applications distributed by TMS.
“Client” means the company or legal entity for which you are accepting this agreement, and affiliates of that company or entity.
“Client Data” means data captured by your use of the Hardware, data entered by you or by your customers into Apps, and the associated analytics, reports, alerts, and other derivatives of the data generated by the Products.
“Firmware” means software embedded in or otherwise running on the Hardware.
“Hardware” means the hardware devices such as the tracking modules, tablets, screens, extension cables, adapters, gateways, sensors, and other accessories that you have purchased, received for a free trial, or have otherwise acquired, through TMS.
“Web App” means our web-based software platform, also referred to as the “Portal”.
“Products” means the Hardware, Firmware, Services, and Apps.
“Services” means the Apps and Support that are included with your TMS products.
“Service Order Form” means the original form you used to sign-up for TMS Services. Also referred to as the "Services Agreement".
“Support” means the customer support services and any additional product training, technical services, product documentation available through our website, or other professional services included in your Services Agreement.
“TMS” means TrackMyShuttle (d.b.a. of Skylark Innovations LLC)
“TOS” means these Terms of Service.
The following TOS are between you and Skylark Innovations LLC (“Skylark”), d.b.a. TrackMyShuttle (“TMS”), located at 22353 Trailview Crossing Ter, Ashburn, VA 20148, USA and constitute a legal agreement that governs your use of the Products and Services. By signing the Service Order Form, you agree to these TOS. If you do not agree to any of the following terms, please do not use the Service. If you are accessing and using the Service on behalf of a company (such as your employer) or other legal entity which is our Client, you represent and warrant that you have the authority to bind that company or other legal entity to these TOS. References to “you” and “your” in these TOS refer to that company or other legal entity, our Client. You should print or otherwise save a copy of these TOS for your records.
You may not use the Services if you are our direct competitor, as determined in our sole discretion, except with our prior written consent. In addition, you may not access the services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
To use and/or register for the Service you must be: a) of legal age to form a binding contract with us, and b) cannot be a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction, including the country in which you reside or from where you use the Service. By accepting these TOS you represent that you understand and agree to the foregoing.
We may update or change these TOS from time to time and recommend that you review the TOS on a regular basis. You understand and agree that your continued use of the Service after the TOS has changed constitutes your acceptance of the TOS as revised.
Any new features or tools added to the current Service shall also be subject to the TOS.
YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICE MAY CONTAIN DEFECTS, ERRORS OR INACCURACIES. THE SERVICE IS MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS. THE POSSIBILITY OF THE CORRUPTION OF DATA AND/OR THE LOSS OF DATA EXISTS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH THE USE OF THE HOSTED SOFTWARE OR SERVICE.
We reserve the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, we may provide notice of any such changes to the Service by posting them on our websites and/or via the Service. You agree that we shall not be liable to you or any third party for any modification or cessation of the Service. You acknowledge that we have no express or implied obligation to provide, or continue to provide, the Service, or any part thereof, now or in the future; and in addition, we may at any time, upon prior notice as required by applicable law, institute charges or fees for the Service. If we discontinue the Products or Services you have ordered from us you may request a refund for the prorated portion of your prepaid license.
Subject to the Service Contents listed on your Service Order Form, TMS grants you non-sublicensable, non-exclusive, non-transferable licenses to use the Services until the license term expires or the earlier termination of this Agreement. The Support services we provide to you are included. The Firmware is licensed, not sold. TMS retains ownership of the Firmware including all intellectual property rights therein. Where not prepaid in full, the Hardware is leased to you for the term of the plan. The Hardware lease is renewed upon renewal of the payment plan and contract. The Firmware is protected by United States copyright law and international treaties. Conditioned upon your compliance with these TOS, TMS grants you a non-exclusive and nontransferable license to use the Firmware in connection with the Services. TMS reserves all rights in the Firmware not expressly granted to you in these TOS. You acknowledge and agree that portions of the Firmware, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of TMS and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Firmware, in whole or in part, or permit or authorize a third party to do so.
Default Service Term will be month-to-month unless specified differently in the Service Order Form. The subscription to TrackMyShuttle will automatically renew at the end of the Service Term in term length equal to that of the latest Service Term.
Service Fee and the corresponding Payment Terms will be prescribed in the Service Order Form. In the event of partial or total non-payment of any invoice, TMS reserves the right to suspend account notwithstanding the terms and conditions stipulated on the corresponding Service Order Form until full payment. Interest for late payment shall accrue (i) from the 15th day following the payment date as determined by the invoice (ii) until the date of full payment. The interest rate for late payment penalties shall be equal to the rate of 1.5% per month or part thereof, or such lower rate or the maximum amount permitted by law, whichever is less. TMS reserves the rights to change the Service Fees and the structure thereof without prior notice to you.
You may not require professional installation of the Hardware, however, if you are unable to install the Hardware, or if you are uncertain that you have the requisite skills and understanding, you agree to consult with a qualified installer. Improper installation can lead to damage of the equipment into which you are installing the hardware or dangerous or life-threatening conditions, which can cause property damage, bodily injury, or death. TMS’ liability is limited under these TOS as described below.
TMS will continue to enhance and upgrade the firmware on the Tracking Modules and the TMS software suite. These upgrades will be automatically pushed and made available to you free of charge during the Service Term. TMS, at its own discretion, reserves the rights to charge for certain features outside the scope of the Service Contents listed on your Service Order Form. Such features will be deployed as optional features.
We continuously improve our Products. As such, we may from time to time update the Hosted Software, cause Firmware updates to be automatically installed onto the Hardware, and update the Apps installed on your devices. These updates 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. TMS reserves the right to charge for certain features at its discretion.
You shall be required to notify TMS in writing at least 30 days prior to the occurrence of any of the following: a financial reorganization, bankruptcy, rebranding of the company, or any actual or contemplated change of ownership and or management. Upon receipt of such notice, TMS may immediately terminate this agreement, at its sole discretion. You shall not have any right to terminate due to any of the above events and shall ensure that this contract is fully assumed and remains in full force and effect upon the occurrence of any of the stated events.
As part of using the Service, TMS will provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Service. You agree that in the absence of a separate written agreement to the contrary, TMS will be free to use any feedback you provide for any purpose.
We may impose certain limitations on the use of the Service, including, but not limited to, restricting the number of accounts you may register, restricting the number devices you can order and install, restricting the number of routes you may create, restricting the amount of tracking information you may publish, accessing accounts via certain devices and imposing expiration dates on published data or documents, and removing expired data from the Service. You agree to use the Service only for purposes as permitted by these TOS and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. We reserve the right to modify or impose any limitations on the use of the Service at any time, with or without notice to you. We hereby grant to you a non-exclusive, non-transferrable license (i) to use the Service in accordance with this agreement, and (ii) provided that you do not (and do not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code, sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Service.
There are three types of the User Accounts (a) Manager Account is meant for use by the Operations Management and General Management to manage operations, receive important asset related feedback and access management analytics and reports. (b) General Account is to be used by the non-management staff at the front-desk or the dispatch office as well as used to publish on multiple devices. This access comes with Service limited to tracking shuttles, creating and managing dispatches, managing driver-shuttle assignements and accessing replay. These accounts allow for various levels of access and functionality. (c) Driver Account is to be primarily used for driver related actions including listing out driver cell phone number for dispatch related notifications and accessing the driver app. A valid cell phone number is a must for the Driver Accounts that are used to access driver app. Each user must have a valid and discrete username and password to access TMS Apps. The administrator in the property will have the responsibility to manage users and their roles. You are responsible for all activity that takes place on your accounts. Please choose a strong password for your Management Account and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account. If you create accounts with general or shared email addresses, such as firstname.lastname@example.org or email@example.com, or share an account with multiple personnel, you automatically agree to not share any Personal Information with anyone. The accuracy and privacy of any data entered here in with or without your knowledge is your responsibility.
You agree that, unless otherwise specifically provided herein or agreed by TMS in writing, the Hardware, Software, and the Documentation, including the specific design and structure of individual programs, configuration of the hardware and the Software, provided to you by TMS constitute confidential proprietary information of TMS. You shall permit only authorized users, who possess rightfully, to use the Software or to view the Documentation. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of TMS. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided to you by TMS. You will use your best efforts to cooperate with and assist TMS in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof. TMS agrees not to share your Client Data. Additionally, TMS agrees not to share any data or information that you provide to TMS for evaluating, procuring, or configuring the Services. Examples of such information include makes and models of your vehicles or equipment, your address book or CRM data, vehicle routes, or similar information. However, we may disclose this information if we are compelled by law to do so.
You acknowledge and agree that TMS owns all legal right, title and interest in and to the Hardware, Software or Service. Title to the Hardware, Software or Service and all copies thereof remain with TMS. Only if you prepay in full for the Hardware, then the title of the Hardware is yours. You will not remove copyright notices from the Hardware, Software or Service. Licensee agrees to prevent any unauthorized copying of the Hardware and Software. Except as expressly provided herein, TMS does not grant any express or implied right to you under TMS patents, copyrights, trademarks, or trade secret information.
Skylark, the Skylark logo, TrackMyShuttle, TrackMyShuttle.com, the TrackMyShuttle logo and other Skylark, and TMS trademarks, service marks, graphics, and logos used in connection with the Service are pending trademarks, or trademarks or registered trademarks of Skylark in the US and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.
You agree not to do any of the following without TMS’ express prior written consent:
We have the right to investigate violations of these TOS or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
You hereby grant TMS permission to use your company name and logo on our website, customer lists, and marketing materials to list you as our customer. TMS will not use your name, trademarks, or logos in any other way without your prior consent.
The term of these TOS begins upon your creation of an Account, or as set forth on the Service Order Form, and shall continue until the expiration of your license periods, you stop using the Service, you deactivate your Account, or until terminated earlier as provided in these TOS.
Unless otherwise stated in the Service Order Form, the Service is noncancellable or terminable during the Service Term. Should you seek to cancel or terminate Service for any reason, you agree to pay the remaining Service Fee for the entirety of the Service Term. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions of these TOS will survive: Payment, Client Data, Ownership of the Services, General Prohibitions and TMS’ Enforcement Rights, Confidentiality, Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms. You must return all hardware in the same working condition as it was provided to you to P.O. Box 1821, Ashburn, VA 20146. You are responsible for all shipment costs associated with the return of the hardware. TMS reserves the right to bill you for the hardware that is not returned.
TMS may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the TOS or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by TMS in its sole discretion, and TMS will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.
Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content. Because TMS may have no control over such third-party sites and/or materials, you acknowledge and agree that TMS is not responsible for the availability of such sites or resources and does not endorse or warrant the accuracy of any such sites or resources and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that TMS shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TMS AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, TMS AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TMS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TMS AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF TMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.
You agree to defend, indemnify and hold TMS, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these TOS; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these TOS and/or your use of the Service.
TMS may provide you with notices regarding the Service, including changes to these TOS, by email, regular mail, or by postings on its website and/or the Service.
Any litigation or other dispute resolution between you and TMS arising out of or relating to these TOS or your use of the Service will take place in the state of Virginia, and you and TMS hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect to any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Virginia, except that body of Virginia law concerning conflicts of law.
These TOS constitute the entire agreement between you and TMS and govern your use of the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these TOS is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of TMS to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these TOS, there shall be no third-party beneficiaries to this agreement. Any translation of these TOS is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these TOS shall govern. You agree that any claim or cause of action arising out of or related to these TOS or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.
Questions about this TOS should be sent to us at firstname.lastname@example.org.