MileBook End User License Agreement
This End User License Agreement ("Agreement") is a binding legal contract between you ("you", "your", or "Licensee") and Davis Group Holdings, LLC, an Oklahoma limited liability company doing business as SundrySoft ("Licensor", "we", "us", or "our"), governing your installation and use of the MileBook mobile application, including any updates, documentation, and related services (collectively, the "Software").
BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE AND UNINSTALL ANY EXISTING COPY.
IMPORTANT NOTICE — PLEASE READ. THIS AGREEMENT CONTAINS:
A DISCLAIMER OF WARRANTIES AND A LIMITATION OF LIABILITY (Sections 8 and 9);
A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (Section 14); AND
A 30-DAY RIGHT TO OPT OUT OF ARBITRATION (Section 14.7).
BY USING THE SOFTWARE, YOU AGREE THAT — UNLESS YOU TIMELY OPT OUT — DISPUTES BETWEEN YOU AND LICENSOR WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND YOU AND LICENSOR ARE EACH WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
1. License Grant
Subject to your compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use one copy of the Software on an Android device that you own or control, for your personal or internal business purposes only.
This license is personal to you and may not be assigned. All rights not expressly granted are reserved by Licensor.
2. Restrictions
You shall not, and shall not permit any third party to:
- copy, modify, adapt, translate, or create derivative works of the Software;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Software, except to the extent such restriction is prohibited by applicable law;
- rent, lease, lend, sell, sublicense, distribute, publish, or otherwise transfer the Software to any third party;
- remove, alter, or obscure any proprietary notices on the Software;
- use the Software to violate any applicable law or regulation, infringe any third-party right, or in any manner inconsistent with this Agreement;
- circumvent, disable, or interfere with any security, license, subscription, or technical protection mechanism in the Software; or
- use the Software to create a competing product or service.
3. Subscriptions, Free Trial, and Billing
The Software is offered with a free trial followed by a paid subscription. All purchases, renewals, refunds, and cancellations are processed exclusively through Google Play Billing, and are governed by your agreement with Google. Licensor does not collect, store, or have access to your payment information.
You are responsible for all charges associated with your subscription. To manage or cancel a subscription, use the Subscriptions section of the Google Play Store. If your subscription lapses or is canceled, the Software may enter a read-only state in which existing trip data remains viewable but new recording, editing, and export functions are disabled until a subscription is reactivated.
No refunds from Licensor. All refunds, if any, are issued solely by Google Play in accordance with Google's then-current refund policy. Licensor does not issue refunds, credits, or adjustments directly under any circumstances, and no statement in this Agreement creates a right to a refund from Licensor.
4. Ownership
The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. You acknowledge that no title or ownership interest is transferred to you under this Agreement.
5. Your Data
The Software stores your trip records, GPS samples, vehicles, business locations, and related data locally on your device. Licensor does not operate servers and does not receive a copy of your data, except for the limited Google Maps Platform requests described in the Privacy Policy. You are solely responsible for backing up, exporting, and protecting your data. See the Privacy Policy for details: <PRIVACY.md>.
6. Third-Party Services
The Software interacts with third-party services, including Google Play Services, Google Play Billing, and the Google Maps Platform. Your use of those services is governed by their respective terms and privacy policies. Licensor is not responsible for any third-party service, and any failure, change, or discontinuation of a third-party service is outside Licensor's control.
7. Updates
Licensor may, but is not obligated to, provide updates, bug fixes, or new versions of the Software. Updates may be delivered automatically through the Google Play Store. This Agreement governs all such updates unless they are accompanied by a separate license, in which case that license will control.
8. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT TRIP DETECTION, GPS RECORDING, DISTANCE CALCULATION, ROUTE RENDERING, CLASSIFICATION, OR EXPORTS WILL BE COMPLETE, ACCURATE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, INCLUDING TAX REPORTING, REIMBURSEMENT, OR LEGAL EVIDENCE.
YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY MILEAGE RECORDS PRODUCED BY THE SOFTWARE BEFORE RELYING ON THEM FOR ANY PURPOSE, INCLUDING SUBMISSION TO ANY TAXING AUTHORITY OR EMPLOYER.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS, REIMBURSEMENT, TAX DEDUCTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE UNITED STATES DOLLARS (US$5.00).
YOU ACKNOWLEDGE AND AGREE THAT LICENSOR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 8 AND 9, AND THAT THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Savings clause. If any disclaimer or limitation in Sections 8 or 9 is held by a court of competent jurisdiction to be unenforceable, void, or inapplicable in whole or in part, the remainder of those Sections shall continue to apply with full force, and Licensor's liability shall be limited to the smallest amount and narrowest scope permitted by applicable law. The parties intend that Sections 8 and 9 be given the maximum effect permitted by law and that any reformation, blue-penciling, or partial enforcement preserve as much of the disclaimer and cap as possible.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities; in such jurisdictions, Licensor's liability shall be limited to the smallest extent permitted by law.
10. Indemnification
You agree to defend, indemnify, and hold harmless Licensor and its members, managers, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Software; (b) your violation of this Agreement; (c) your violation of any law or third-party right; or (d) any reliance you or any third party places on records, calculations, or outputs produced by the Software.
11. Termination
This Agreement is effective until terminated. It will terminate automatically and without notice if you fail to comply with any of its terms. Licensor may also terminate or suspend your license at any time, with or without cause. Upon termination, you must cease all use of the Software and uninstall all copies. Sections 2, 4, 5, 6, 8, 9, 10, 11, 13, 14, and 15 survive termination.
12. Export and Compliance
You represent that you are not located in, and will not use the Software in, any country subject to a U.S. government embargo, and that you are not on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export and import laws and regulations.
13. Governing Law and Venue
This Agreement is governed by the laws of the State of Oklahoma, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Subject to the mandatory arbitration provision in Section 14, the exclusive jurisdiction and venue for any action permitted to be brought in court shall be the state and federal courts located in Tulsa County, Oklahoma, and each party irrevocably consents to personal jurisdiction and venue in those courts and waives any objection to inconvenient forum.
14. Dispute Resolution; Binding Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
14.1 Agreement to Arbitrate
You and Licensor agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Software, including their existence, formation, interpretation, performance, breach, termination, enforceability, or validity (each, a "Dispute"), shall be resolved exclusively by binding individual arbitration, except as expressly provided in Sections 14.3 and 14.4. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16.
14.2 Informal Resolution
Before commencing arbitration, you and Licensor agree to attempt to resolve any Dispute informally for at least sixty (60) days. To begin, you must send written notice to info@sundrysoft.com describing the Dispute, the relief sought, and your contact information. Licensor will send any notice to the address or email associated with your Google Play account. If the Dispute is not resolved within 60 days of the notice, either party may proceed to arbitration. The 60-day period tolls any applicable statute of limitations.
14.3 Small Claims Carve-Out
Either party may bring an individual claim in a small claims court of competent jurisdiction (including, where available, the small claims division of the District Court of Tulsa County, Oklahoma) so long as the claim remains in that court, is brought solely on an individual (non-class, non-representative) basis, and is within that court's jurisdictional limits.
14.4 Equitable Relief for Intellectual Property
Notwithstanding Section 14.1, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights or this Agreement's restrictions on use of the Software (Section 2).
14.5 Arbitration Procedure
Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in effect at the time the arbitration is commenced, as modified by this Agreement. The rules are available at https://www.adr.org. The arbitration will be conducted by a single arbitrator. Unless you and Licensor agree otherwise, the arbitration will take place in Tulsa County, Oklahoma, or, at your election, by telephone, video, or written submission. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any Dispute, including the scope, applicability, and enforceability of this Section 14, except that a court — not the arbitrator — shall decide whether the Class Action Waiver in Section 14.6 is enforceable.
14.6 Class Action Waiver
YOU AND LICENSOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative or class proceeding. If this Class Action Waiver is found to be unenforceable as to any claim or remedy, then that claim or remedy — and only that claim or remedy — shall be severed from arbitration and brought in the courts identified in Section 13, and the remainder of this Section 14 shall remain in full force as to all other claims.
14.7 30-Day Right to Opt Out
You may opt out of this Section 14 (the arbitration agreement and class action waiver) by sending written notice of your decision to opt out to info@sundrysoft.com with the subject line "EULA Arbitration Opt-Out", including your name, the email associated with your Google Play account, and a clear statement that you wish to opt out of arbitration. The notice must be sent within 30 days of your first acceptance of this Agreement. If you opt out, neither party will be required to arbitrate; the rest of this Agreement, including Section 13, will continue to apply.
14.8 Costs
If you initiate arbitration, you are responsible for filing fees up to the amount you would pay to file a case in your local small claims court. Licensor will pay all other AAA filing, administrative, and arbitrator fees, except that if the arbitrator determines that your claim is frivolous or brought for an improper purpose, fees will be allocated as the AAA Consumer Arbitration Rules permit.
14.9 Future Changes to This Section
Notwithstanding any other provision of this Agreement permitting Licensor to modify the Agreement, if Licensor materially changes this Section 14 after the date you first accepted this Agreement, you may reject the change by sending written notice to info@sundrysoft.com within 30 days of the change taking effect, in which case the version of Section 14 in effect immediately before the change will continue to govern Disputes between you and Licensor.
14.10 Survival
This Section 14 survives termination of this Agreement and any deletion or uninstallation of the Software.
15. General
Entire agreement. This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior or contemporaneous understandings.
Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
No waiver. Licensor's failure to enforce any right or provision of this Agreement is not a waiver of that right or provision.
Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without Licensor's prior written consent. Licensor may assign this Agreement freely. Any attempted assignment in violation of this section is void.
Changes. Licensor may modify this Agreement from time to time. Updated versions will be posted with a revised "Last updated" date. Your continued use of the Software after changes take effect constitutes acceptance of the revised Agreement.
No agency. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties.
16. Contact
For questions about this Agreement, contact:
Davis Group Holdings, LLC d/b/a SundrySoft Email: info@sundrysoft.com