1. About Us.

Welcome to (the “Website”). Interplai, Inc. (“Interplai”, “us”, “we”, or “our”) provides a vehicle route optimization platform for persons and enterprises to communicate and coordinate locations. We do this through the Website, our mobile application (the “App”), and the services otherwise offered by us (together with the Website, App, Content (defined below), and all of the products and services offered by us, the “Services”). By accessing or using our Services, you the end user of our Services (“User(s)”, “you”, or “your”), expressly agree to be bound to and to abide by these Terms of Service (“Terms”), our Privacy Policy, and any other policy we may develop from time to time (collectively, “Policies”), which create legal and enforceable agreements whether or not you register for a user account with us (an “Account”), or whether or not you obtain, transmit, post, send, receive, link, email, upload, download, submit or otherwise communicate (“Transmit”): text, ratings, images, video, audio, graphics, links, electronic messages, Location Data (defined below”), or any other input and data (collectively, “Content”) using our Services to us or other Users. If you do not agree to be bound to or to abide by these Terms of Service and our other Policies, do not browse our Website or use our Services.

BY ACCESSING OUR SERVICES, YOU (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS, CONDITIONS AND NOTICES CONTAINED IN THESE TERMS JUST AS IF YOU HAD SIGNED THESE TERMS.

THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US.

1. Terms of Service:

    

2. Service Conditions. You cannot not use the Services unless you are at least 18 years of age and have the right, authority and capacity to agree to, and abide by these Terms; and you shall not use any rights granted hereunder for any unlawful purpose or for any purpose which violates these Terms, as determined by us.
3. Duration of License to Access Services. These Terms provide you with a personal, revocable, non-exclusive, non-assignable, non-transferable, limited, and temporary license to access and use the Services. We shall be entitled to terminate, restrict, or suspend this license granted to you with immediate effect and without notice, including but not limited to by deleting your Account or otherwise restricting your ability to access or use the Services, for any reason or no reason, as determined by us.
4. App. If you are accessing the Services via the App which was downloaded from Apple, Inc.’s ‘App Store’ or Google, Inc.’s ‘Google Play’ store (collectively, “App Platforms”) you and Interplai acknowledge and agree that these Terms are entered into by and between you and Interplai, and that none of the App Platforms are party to these Terms. The App Platforms are not a sponsor to, nor in any way affiliated with, Interplai or any of the Services. Interplai alone is responsible for the Services and the materials on the Services. Interplai and not the App Platforms is responsible for addressing any User’s concerns regarding the Services. In the event of any claim of intellectual property infringement, Interplai will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You acknowledge and agree that the App Platforms are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, the App Platforms will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof. Subject to your compliance with these Terms and our Policies, the license granted by Section 2 above allows you to install only one copy of the App on one mobile device or tablet which is owned or controlled by you (a “Device”). As part of the installation process of the App, you may be changing your Device settings. By installing the App, you agree you have approved such changes and you understand you can reconfigure such settings in the configuration options available in your Device. Such Device settings changes may include but are not limited to providing the App with access to your Device’s camera, or other Device information, as well as allowing software updates of the App. You acknowledge that any failure to upgrade the App may result in the inability to use all or part of the App. You understand and agree that use of the Services via your Device may result in data or other charges from your mobile communication service provider and you expressly release us from any and all liability relating to any such charges and/or your Device. To uninstall the App, you may use the uninstall procedures offered by your Device.
5. Accounts. To Use certain aspects of our Services, you must create an Account. If you choose to create an Account with us, then you agree to provide true, accurate, current and complete information as prompted by our registration form, and to maintain and promptly update the information you provide to us in order to keep such information true, accurate, current and complete. It is your obligation to maintain and control passwords to your Account. YOU AGREE THAT YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY ACTIVITIES OR ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIVITIES OR ACTIONS. You agree to immediately notify us of any unauthorized uses of your username and password and/or any other breaches of security. There is no assumption by us of your responsibility to notify your local law enforcement agency of any identity theft. You agree we will not be liable for any loss or damages caused by your failure to comply with your security obligations.
6. Mobile Carrier. Use You acknowledge and agree that the availability of the Services, including the delivery of SMS messages and the availability of web-based browsing is dependent on your Device, internet service provider and your carrier of electronic communications through mobile devices (“Carrier”). You acknowledge that the Services may differ depending on the Carrier with whom you maintain an account and that Carrier’s ability to support the Services. Interplai is not responsible for the act or omission of any Carrier, any limitations imposed by such Carrier, or such Carrier’s ability or inability to support the Services. You agree to pay all fees charged by your Carrier in connection with your use of the Services. You acknowledge and agree that these rates depend on the applicable Carrier and your personal subscription package with that Carrier. In addition, Interplai is not responsible for any limitations of the internet or your Device. In the event your Carrier or mobile phone fails to deliver any communication to the Services in timely fashion, due to, but not limited to, mobile network failure, non-compatibility of your Device model with the Services, lack of reception, lack of battery power, you acknowledge and agree that Interplai shall not liable for any associated loss or damage.
7. Motor Vehicles. YOU AGREE NOT TO USE THE SERVICES WHILE OPERATING A MOTOR VEHICLE, NON-MOTORIZED VEHICLE, MECHANIZED EQUIPMENT OF ANY KIND, OR ANY OTHER DANGEROUS INSTRUMENTALITY. YOU ASSUME THE RISK OF YOUR USE OF THE SERVICES. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY INJURY, DAMAGE, OR LOSS CAUSED BY YOUR USE OF THE SERVICES.
8. Use By Government Agencies. If the App is being acquired on behalf of the United States Government, then use, duplication, or disclosure of the Services by the U.S. Government is subject to restrictions set forth in these Terms and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
9. Location Data. The Services collect location information in relation to a User’s Device and use of the Services (“Location Data”) with respect to you. If you use the Services, then you are providing consent to collect Location Data such as the physical location of your Device which will be used to provide you with certain features of the Services, subject to the App settings. The Services may allow you to share Location Data publicly and/or with a select group of Users based on the App settings you select. We may also share your Location Data with third parties as we determine is necessary to provide Services to you. Location Data provided to by the Services is for basic location and coordination purposes and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, or incomplete data may lead to death, personal injury, property or environmental damage. We do not guarantee the availability, accuracy, completeness, reliability, or timeliness of Location Data or any other Content displayed, collected by, or used by the App. BY USING THE SERVICES, YOU CONSENT TO THE COLLECTION, TRANSMITTING, AND USE OF YOUR LOCATION DATA IN CONNECTION WITH THE SERVICES. YOUR USE OF THIS REAL TIME LOCATION DATA IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE. Please see our Privacy Policy for more information. To opt out of the collection of Location Data use your Account settings. If you disable the collection of Location Data, we may be unable to provide certain aspects of the Services to you.
10. Intellectual Property.

(a) Trademarks. INTERPLAI, INTERPL.AI and all other graphics, logos, page headers, button icons, scripts, service names and other Content that we use, manage or control are trademarks, registered trademarks or trade dress of ours or our subsidiaries, officers, employees, independent contractors, suppliers, representatives, advertisers, licensors, licensees, successors, assigns, agents, partners, or other affiliate (collectively “Affiliates”) in the United States or other countries or both. No one may use these trademarks or trade dress in connection with any product or service that is not our product or service without our express written permission in a separate instrument, which may be withheld by us in our absolute discretion. All other trademarks that appear on our Services are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by us or any of our Affiliates.

(b) Copyright. Except in the case of Content under license to us, we claim a copyright, and all copyright protection afforded, under international, United States and the laws of the State of Delaware to all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software (ours or our software suppliers), and all other Content on our Services. The compilation of all Content on our Services is our exclusive property, and it is similarly protected. We also claim a copyright, and all copyright protection afforded, under international, United States and the laws of the State of Delaware to all material described in the trademarks section above. Your access to all information and Content located on our Services is strictly permitted through the license granted to you under these Terms. Except for the license granted in these Terms, all rights, title and interest in Content, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of ours and other parties. Except as permitted by these Terms, you are prohibited from modifying, copying, distributing, displaying, publishing, selling, licensing, creating derivative works, or using any Content available on or through our Services without our prior written permission, or in the case of Content owned by a third party, without first receiving permission from the owner of that Content. You may not alter or remove any trademark, copyright or other notice from copies of the Content.

(c) Infringement Claims. We respect the intellectual property of others and ask that Users do the same. In connection with the Services, we have adopted and implemented a policy respecting intellectual property that provides for the removal of any infringing or unauthorized materials and for the termination of a User’s ability to use our Services, in appropriate circumstances, if we determine that User is infringing on the intellectual property rights of others. If you believe that a User is, through the use of the Services, unlawfully infringing by submitting unauthorized Content, and wish to have the allegedly infringing or unauthorized material removed contact us at

10. Use Restrictions. You may not use or plan, encourage or help others to use our Services for any purpose or in any manner that is prohibited by these Terms or by applicable law. In using our Services, you agree at all times that you shall not: (a) infringe on the copyrights or other intellectual property rights of Interplai, a User, or a third party (b) copy, distribute, or modify any part of our Services without our prior written authorization; or (c) use our Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, or inappropriate purpose, or in any manner that breaches these Terms or is otherwise objectionable, as determined by us in our sole discretion.

     

11. Termination, Restriction and Suspension.

(a) Termination by You. You may cancel your Account at any time for any reason or no reason by using your Account settings or notifying us in writing (email to is acceptable). Upon cancellation of your Account, access to certain features of the Services may be restricted. Termination of your Account will be effective within a reasonable time after we receive notification of your desire to cancel, as determined by us.

(b) By us. We retain the right to terminate, restrict, or suspend these Terms, your Account, and/or your license to access or use the Services at any time in our absolute and sole discretion, without prior notice, for any reason or no reason, as determined by us.

(c) After Termination. Upon termination of your Account and/or license to access or use the Services for any reason, you agree that we may take any measures we deem necessary to prevent you from accessing the Services, including by blocking your IP address. You agree that after termination of your access to the Services, we are not obliged to retain or provide to you any Content or Personal Data (as defined in our Privacy Policy) which was collected by us, but we may elect to do so in our sole discretion, for a duration determined by us.

12. Release and Waiver of Claims. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, AND DISCHARGE ALL CLAIMS, ACTIONS, DEMANDS, SUITS, OR PROCEEDINGS (“CLAIMS”) AGAINST US AND OUR AFFILIATES, INCLUDING ANY AND ALL LIABILITY FOR DAMAGES (ACTUAL AND OR CONSEQUENTIAL), COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) OF EVERY KIND AND NATURE ARISING FROM OR IN ANY WAY RELATED TO: (A) THE SERVICES, (B) CONTENT, (C) THESE TERMS, (D) ANY INACCURACY, UNTIMELINESS OR INCOMPLETENESS OF A USER’S REPRESENTATIONS OR WARRANTIES, AND/OR (E) ANY INACCURACY, UNTIMELINESS, OR INCOMPLETENESS OF ANY AND ALL INFORMATION AND/OR CONTENT OBTAINED OR ACCESSED BY OR THROUGH THE SERVICES.

     

13. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR DIRECT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO: (A) ANY ASPECT OF OUR SERVICES, (B) THESE TERMS, (C) CONTENT, AND/OR (D) THE INABILITY TO USE OUR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (BREACH OF CONTRACT, A BREACH OF WARRANTY, NEGLIGENCE, PRODUCTS LIABILITY, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall our total liability to you for all damages exceed the fees paid by you to us in connection with the Services out of which the Claims arose. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
14. Dispute Resolution. In the event that any dispute arises with respect to the Services, these Terms, or any of our Policies, upon our election in our sole discretion, such dispute shall be resolved by binding arbitration in accordance with the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association, in the State of Delaware, and at our option, such arbitration shall be before a single neutral arbitrator selected in our sole and absolute discretion. In the event we elect not to require that a dispute arising with respect to our Services, Terms, or any of our Policies be submitted to binding arbitration as described above, any such dispute shall nevertheless be litigated in the State courts located in the State of Delaware or in the U.S. District Court for the District of Delaware, as the case may be. You shall be liable for and shall reimburse us for our expenses and fees, including attorneys’ fees, in the event any arbitration or litigation arises out of, under, or relating to these Terms or any of our Policies, or your use of our Services. By using our Services, you irrevocably agree and consent to be bound to personal jurisdiction of and venue selection in the state courts located in the State of Delaware or in the U.S. District Court for the District of Delaware, as the case may be, whether either arbitration or litigation arises between us and you. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
15. Indemnification. You agree to indemnify, defend, and hold harmless us and our Affiliates from and against any and all Claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of, under, or relating to: your use, misuse, or inability to use our Services; any infringement of a third party’s rights; your Device; a breach of representation or warranty; any finding or allegation by a regulatory body or court of competent jurisdiction that you were/are not an independent contractor and/or are/were not in compliance with applicable laws related to work as an independent contractor; Content Transmitted by you to us or other Users; alterations of, loss of, or unauthorized access to any information sent or received or not sent or received by you or us; any defamatory, offensive, fraudulent, or illegal use of our Services by you; any accidental or improper disclosure of information; and any violation by you of these Terms or any of our other Policies.
16. Severability; No Waiver. The representations and warranties and/or covenants set forth herein are each to be construed as a separate agreement, independent of any other provisions of these Terms. Further, the invalidity or unenforceability of any provision, word, phrase, clause, sentence, paragraph or section of these Terms shall in no way affect the validity or enforceability of any other provision, word, phrase, clause, sentence, paragraph or section of these Terms, and any such invalid or unenforceable provision that is overbroad shall be deemed narrowed to the broadest term permitted by applicable law and shall be enforced as narrowed. If one or more of the provisions in these Terms deemed invalid or unenforceable, then the remaining provisions will continue in full force and effect. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
17. Privacy Policy. By using our Services, you agree to the provisions of our Privacy Policy, which is hereby incorporated by reference. You further agree that we may disclose Personal Data (as defined in our Privacy Policy) according to our Privacy Policy, as determined by us. Please see our Privacy Policy for more information.
18. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us, as determined by us.
19. Third Parties. From time to time, we may engage third parties or Affiliates to assist us in providing certain aspects of the Services, including but not limited to marketing functions. You agree that we may engage such third parties in providing Services to you, as determined by us.
20. Entire Agreement; Modification. These Terms together with our Policies and any other document referenced herein constitutes the entire understanding between us and you with respect to the subject matter hereof. You agree that we may amend, modify, or alter these Terms and/or our Polices at any time in our sole discretion. We will notify you about changes to these Terms by placing the updated Terms on the Services. You agree that your use of the Services after such notification will constitute acceptance by you of such changes to the Terms.
21. Headings; Interpretation. Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms. Further, whenever the context requires, all words, including but not limited to defined capitalized terms, will include the masculine, feminine, and neuter, and each word will include the singular form, plural form, and other conjugations of that word.
22. Governing Law; English Language. You agree that: (a) the Services shall be deemed solely based in Delaware, and (b) the Services shall be deemed passive which does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms, our Privacy Policy, and other Policies are governed by the laws of the State of Delaware and of the United States of America, and without regard to conflicts of law principles. In the event of a conflict between these Terms and a foreign language version of the Terms, the English language version of these Terms shall govern. All disputes, claims and causes of action (and related proceedings) will be communicated in English.
23. Compliance. You represent and warrant that you shall comply with all applicable laws, statutes, ordinances, and regulations regarding use of the Service. We merely provide a platform to allow Users to interact with other Users. Those who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law. Your use of our Services, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any product, software, or service to any User without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products.
24. Feedback. We value your comments and opinions. If you have questions, comments, or a complaint about these Terms, you may send a written notice to us at: support@interpl.ai