Terms of Service

Overview

The following are terms (“Terms”) of a legal agreement between you and Kapsch TrafficCom Services USA, Inc., a Kapsch Group company, d/b/a Uproad (from now on "Uproad"). Uproad consists of mobile Applications (“Apps” or each an “App”), www.uproad.com website (“Site”), and all related technologies (Apps, Sites, and technologies collectively called “Services”). By accessing, browsing, or using Uproad Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these Terms, please do not use Uproad Services.

Uproad may at any time and without notice to you, revise these Terms and all other information shown in our Services by updating this posting. Also, Uproad may make improvements or changes in the Services, products, or programs without notice.

General

Always comply with laws while driving, including hand-held device use. The use of hand-held devices while driving could result in loss of vehicle control, crash, and injury. Uproad may send emails, text messages, or push notifications to you at any time. Do not read these messages while driving.

Services

Uproad consists of Services provided through the Uproad Site, Apps, and Customer Support. Services made available to you through a user account (“Account”) include:

registering your vehicle(s) with participating toll agencies (“Participating Toll Agencies”) throughout the United States;
paying the Participating Toll Agencies for toll charge/s (“Toll Charge/s”) incurred by your vehicle(s); and
paying Uproad a transaction fee/s (Transaction Fee/s”) which is a percentage of a Toll Charge amount and any other fees (Transaction and other Fees, collectively called “Fees”) associated with the Service under these terms.

In your Account, you can subscribe to a Pro plan membership (the “Pro Plan”) paid every month, quarter, year or two years, which reduces the Transaction Fee Uproad charges for its Services. Unless otherwise agreed by Uproad in a separate written these Terms with you, Account Services are made available solely for personal, noncommercial use. If you use any Services for commercial purposes, we reserve the right to close your Account and/or charge you the commercial rate retroactively to the beginning of your Account registration. Neither Participating Toll Agencies nor their officers, representatives, members of the Board of Directors, managers, employees, or agents are a party to these Terms.

Uproad Services are available only for Toll Charges from Participating Toll Agencies. They are subject to the limitations and exceptions in these Terms only after a Participating Toll Agency registers your Account vehicle through Uproad. It is your responsibility to determine if a toll agency is a Participating Toll Agency (see our covered roads in the App) and the status of your vehicle’s registration with Participating Toll Agencies via the Uproad App.

Use of the app

You may pay Toll Charges for tolls at Participating Toll Agencies with Uproad. Still, if you also have a different Toll Agency account and do not remove any associated transponder AND deregister each Uproad vehicle and Plate with that Toll Agency account, relevant Toll Charges may charge to both your different Toll Agency account and your Uproad Account depending on the locations covered by the Participating Toll Agency.

Account

When creating your Account, you must provide:

your valid and active email address;
a password;
full name;
postal address;
phone number;
a valid and active form of payment (“Payment Method”) to pay for Toll Fees incurred through the Service;
a valid vehicle (“Vehicle”). For a Vehicle, you must provide
- the license plate (“Plate”) number;
- state of issuance;
- make;
- model
- color;
- year of production, and;
- Plate type, where applicable.

You may add up to 10 Vehicles to your Account. You must have the rights to add any Vehicles to your Account.

When you add a payment method to your Account, Uproad verifies it by charging a $1 authorization. Uproad then voids that authorization to ensure that it disappears from your statement as soon as the financial institution allows and it does not settle. In the event your financial institution declines, cancels, or reverses any charges to your Payment Method, Uproad may remove from all Participating Toll Agencies all Vehicles on your Account and/or cancel your Account or any Account Pro Plan membership.

Our Privacy Policy governs the information that you provide to us or that we discover based upon your use of the Services (collectively, “Your Information”). You agree that we can use Your Information consistent with our Privacy Policy and that you are responsible for keeping all Your Information accurate and up-to-date. You expressly authorize Uproad to provide Participating Toll Agencies and any Third-Party Services or Providers with Your Information, including:

your name;
the Plate number(s) on your Account; and
the date, time, location, and/or amount of the toll incurred by your Plate(s) or associated with your Account or Payment Method as provided in these Terms and the Privacy Policy.

You must protect your email address and password, keep this information confidential, and not disclose it to any other person. If you believe that your Account may have been compromised, you must immediately log in and change your password. If you experience an issue logging into your Account, please contact Customer Service.

We may monitor and/or record any of your phone conversations between you and any of our representatives. By providing us with your cell or mobile telephone number, you authorize us, our partners, assignees, and collections agencies to contact you at that number regarding your account using artificial or prerecorded messages, text messages, and/or telephone calls that use an automatic telephone dialing system, predictive dialer or any other type of telephone system capable of placing calls without human intervention. Standard text messaging and/or calling charges by your communications carrier may apply.

You agree to notify us immediately if you suspect a breach or unauthorized access to your Account or any other unauthorized use. Your failure to do so constitutes a waiver of your right to contest any Tolls or Fees that result from the breach or unauthorized access. When you finish using Uproad Services, you should log off from your Account. You should be careful that other people cannot view your password or additional personal information when you access your Account from a public or shared phone, computer, or network.

We have the right to disable any email address, password, or another identifier, whether provided by us or chosen by you.

When you register a new Account, then you agree to the following:

to provide complete and accurate information and keep your Account information up-to-date, including your Vehicle information and Plate number(s). If you do not have the correct Plate information on your Account, you are liable to pay any toll violations that may occur;
to keep a valid and active Payment Method on your Account and to keep a positive Account balance (if applicable) to pay for Toll Charges and Fees;
not to impersonate any other person, thing, or entity through your Account;
not to access anyone else’s Account without their permission;
that Uproad may discontinue providing the Service at any time, and as a result, you may temporarily or permanently lose access to your Account and, therefore, may not have tolls processed through the Service;
that you are responsible for all activities, Toll Charges, and Fees that occur under your Account;
that you are responsible for hardware, software, and data network access and updates required to use the Services. Your mobile network’s data, messaging rates, and fees apply if you access or use the Services;
that your Account and Pro Plan Membership (if any) is not transferable;
that you are at least 18 years of age or the age of majority, as determined by laws in your state of residency; and
to abide by all of these Terms.

When you add a new vehicle to your Account, it will usually take up to 48 hours until the vehicle is ready to be used with Participating Toll Agencies. We will indicate the status of a vehicle as Active in a state once Uproad can pay Toll Charges for that vehicle at covered toll points in the respective state. Your vehicle will be fully Active once Uproad can pay Toll Charges for that vehicle in all states covered by Participating Toll Agencies. You are independently responsible for all Toll Charges or toll violation notices incurred before the vehicle is successfully added to Participating Toll Agencies if you drive on a toll road of any Participating Toll Agency before your vehicle is Active with Uproad.

When you remove a vehicle from your Account, it may take up to 48 hours for Participating Toll Agencies to remove that vehicle from their system. You are responsible for Toll Charges and Fees incurred before the Participating Toll Agency successfully removes your vehicle, regardless of when they post to your Account. You are responsible for all Toll Charges and Fees associated with your vehicle when it was on your Account, even if they post to your Account after vehicle removal.

Subject to state laws and Participating Toll Agency procedures, if your vehicle is on a different toll agency account such as one with a Participating Toll Agency or through any other toll agency or third-party providing services similar to Uproad, registering your vehicle with Uproad may supersede your different toll account, such that your Toll Charges will be paid through Uproad, and not through your different toll account(s).

Some Participating Toll Agencies do not permit a Vehicle to be registered directly with a Participating Toll Agency AND under another toll account, such as Uproad. In those cases, it may impact your ability to use the Uproad Service. Uproad will inform you in the App if your Vehicle registration failed. In such cases, to use Uproad, you should remove the Vehicle from the different Toll account AND remove any toll transponder(s) from your Vehicle before registering your vehicle again with Uproad. It may take toll agencies or other third-party toll account providers several days to close your account after you have requested them to do so.

Customer services (such as disputing a Toll Charge) are only allowed after you have successfully verified your email address.

Account closure

If you do not accept these terms, notify us immediately at support@uproad.com, and we will close your account. You may also request account closure in the app.
We reserve the right to close your Account if you fail to pay Toll Charges and Fees when due, violate, or breach these Terms, or for any other reason in our sole discretion. Uproad may also ban you from future use of the App.
Because it can take up to 48 hours for Participating Toll Agencies to remove your vehicle(s) from your Uproad account, your cancellation will not be active immediately after you notify us of your Account Closure. Your Account closure period lasts up to 30 days, during which time you are still responsible for all Toll Charges and Fees incurred before account closure, regardless of when they post to your Account or Payment Method. Sometimes Toll Charges and post to your Account after multiple days due to processing delays at Participating Toll Agencies. These Toll Charges and Fees deduct from your Account balance or charge directly to your Payment Method if the Account balance has insufficient funds.
Once a Participating Toll Agency removes your vehicle, you are responsible for paying the toll agency directly for all Toll Charges, fines, and/or related Fees incurred after that.
Uproad may close your Account at any time after one year of inactivity.

When Uproad successfully closes your Account, you will be logged out of the App and cannot log in using the email address and password used to create the account. If your account is closed or your vehicle(s) are removed, you are still responsible for paying all Toll Charges and Fees incurred before all Participating Toll Agencies remove your vehicles, regardless of when they post to your account or payment method.

Plans

When you sign up for an Uproad account, you have the option to select a paid membership (“Pro Plan”) that includes additional account benefits. If you opt out of paying the Pro Plan Membership fee, you are enrolled in an Uproad Pay-as-you-go plan (“PAYG Plan”). Uproad does not automatically grant Pro Plan membership.

With an Uproad Pro Plan, you are eligible for lower Transaction Fees and longer account suspension and Payment Violation grace periods than PAYG Plan Members.

Pro Plan Renewal

We’ll charge your Account balance or Payment Method the Pro Plan Fee ("Plan Fee") rate in effect at the time of renewal. If your Account balance is positive and sufficient to cover Pro Plan Membership Fee, Uproad deducts the Fee from your account balance. If your Account balance is insufficient, Uproad charges the Fee to one of your registered Payment Methods, starting with the Primary.
Pro Plan Membership automatically renews each month, quarter, year or two years until you cancel your Pro Plan or upon Account closure.
Pro Plan Membership starts on the date and time you subscribe to a Pro Plan. The Monthly Membership Fee period (“Fee Period”) begins on the day of the month you enrolled in the Pro Plan and expires at 11:59 PM on that same calendar day each month. If the Fee Period begins on a calendar day other than 1-28 (for example, calendar day 29-31), the Fee Period expires at 11:59 PM on the calendar day immediately preceding. For instance, if the Fee Period begins March 31, that Monthly Fee Period would expire on April 30. Or if the Monthly Fee Period begins on calendar day 30 or 31 and the following month ends on the 28th or 29th, the Monthly Fee Period expires on the last calendar day of the next month. For Yearly Pro Plan Memberships, the Fee period (“Fee Period”) begins on the day of the month you enrolled and expires at 11:59 PM on the preceding day of the following year. For instance, if the Fee Period begins on May 1, 2020, the Yearly Fee Period would expire at 11:59 PM on April 30, 2021.

Cancellation

You may cancel your Pro Plan Membership in the App or by contacting us from your registered email address.
By cancelling the Pro Plan, you will switch to the PAYG Plan.
We reserve the right in our sole discretion to cancel your Pro Plan Membership if you fail to pay amounts owed to us when due, violate or breach any provision of these Terms or for any other reason.
You must submit a request to cancel Pro Plan Membership before the Monthly Fee Period ends. If you cancel Pro Plan Membership and do not subscribe again before the Monthly Fee Period ends, your Monthly Pro Plan Membership will cease.
If your Account balance or Payment Methods fail to cover the Plan Fee, Uproad will cancel Pro Plan Membership.
Closing your Account cancels any Pro Plan.
Upon Pro Plan cancellation, associated benefits remain active until the current Monthly Fee period ends. After the Monthly Fee period ends, Pro Plan benefits are inactive unless you subscribe to Pro Plan Membership again.
You cannot pause Pro Plan, but you can cancel (switch to PAYG Plan) and subscribe again later.
Pro Plan remains active even if there are no vehicles on the Account and no tolls posted to the Account during the Fee Period.

Toll Alerts

Toll Alerts are not toll payments and do not immediately impact your Account balance. Uproad sends Toll Alerts in near real-time to provide you estimates on Uproad charges if a Participating Toll Agency confirms a Toll transaction. To work correctly, Toll Alerts require you to allow App permissions, such as your phone’s location services and notification services. Depending on the permissions you grant to the Uproad App, Toll Alerts may work while the App runs in the foreground, background, or completely closed. Uproad only records your device geo-location when in the vicinity of a Toll Point that Uproad covers.

If you opt to receive Toll Alerts but do not get an alert when driving on a toll road, once the Participating Toll Agency confirms the toll activity, Uproad will still post the Toll Transaction to your Account.

You may reject any Toll Alert in your account activity history. If you reject a Toll Alert but did drive your Vehicle on the toll road, the Participating Toll Agency will confirm the toll activity, and Uproad will charge your Account.

Rates listed in Toll Alerts are estimates only. The confirmed Toll Rate and the associated Uproad Fee will charge to your Account after confirmation from the Participating Toll Agency of the toll activity and rate transaction.

Uproad reconciles Toll Alerts with Participating Toll Agency transactions and charges your account for the reconciled amount.

Uproad removes Toll Alerts from your Account if we believe that they are incorrect.

Trip Calculator

Rates listed in the Trip Calculator function of the App are estimates only and may not reflect actual Toll rates charged by Participating Agencies or Uproad Fees.

Balances & payments

By adding a Payment Method to your Account, you authorize Uproad to charge that Payment Method for the amounts necessary to satisfy your obligations under this Agreement. You must keep at least one active Payment Method on your account at all times.

When you are part of Uproad’s Pay-as-you-go (“PAYG Plan”), your default account balance is zero. You can perform optional one-time payments to add funds to your Account Balance to cover anticipated Toll Fees. When Uproad receives toll transactions from Participating Toll Agencies, Uproad posts these toll transactions to your Account and reduces your Account Balance to reflect the Toll Fees of these transactions. If your Account Balance is zero or negative after posting the toll transaction to your Account, Uproad will trigger a payment from your registered Payment Method to bring the Account Balance to zero.

When you are a Pro Plan Member, you are either on auto-refill or follow the same principle as in the PAYG Plan where your default account balance is zero. If your Account is set to auto-refill, your Uproad balance is automatically refilled from your Payment Method(s). For example, when your Account Balance is below $10, your Payment Method is automatically charged $50, and your Account Balance is refilled with $50. You can also optionally perform one-time payments to add funds to your account balance to cover anticipated Toll Fees. When Uproad receives toll bill transactions from Participating Toll Agencies, Uproad posts these toll transactions to your Account and reduces your Account Balance to cover the cost of these transactions. If your Account Balance falls below $10 after Uproad deducts the toll bill transactions from your Account Balance, Uproad triggers a payment of the auto-refill amount from your registered Payment Method.

If your financial institution declines your Payment Method, you remain responsible for paying such amounts to Uproad, in addition to any associated Uproad Payment Violation Fee. You are responsible for all tolls and Fees incurred by your Account Vehicles, regardless of the Vehicle driver at the time of the toll.

Uproad may restrict your payment method options to a credit card or other secure form of payment at any time for any reason. Uproad may require you to make a deposit or prepayment for Account activation or reactivation (e.g., after the account has been suspended). This deposit or prepayment is refundable, with account closure.

If you sell or transfer your vehicle to another owner in a state where the Plate remains with the car, or if your Vehicle is stolen, you must immediately remove the Vehicle from your Account. You are responsible for paying any Toll Fees while the Vehicle is on your Uproad and Participating Toll Agency Accounts. Uproad is not responsible for these Toll Fees.

You will not earn interest on your Account Balance.

Fees

You agree to pay all applicable Uproad Fees. These Fees vary depending on your Plan. Fees are subject to change without notice. When Uproad assesses Fees, you will find information on those Fees on the transaction details in your Account Activity.

Charges & Fees	Pay-as-you-go Plan	Pro Plan
Toll Charge	Set by Toll Agency	Set by Toll Agency
Toll Agency Processing	$0.00 - $0.15 Set by Toll Agency	$0.00 - $0.15 Set by Toll Agency
Transaction	15.9% of Toll Charge (capped at $1.99 per transaction)	4.9% of Toll Charge (capped at $1.99 per transaction)
Day Use Fee	$0.9	$0.00
Membership	$0.00	$8.99 / month, or $59.99 / year, or $83.99 / 2-years
Payment Violation	$30	$30
Shipping	$1	$1
Inactivity (no Toll Charges for 12 mo)	$5 / month (until balance is $0)	$5 / month (until balance is $0)

Toll Transaction

A “Toll Transaction” is the Toll Charge amount from the Participating Toll Agency (the lowest negotiated rate available to Uproad), plus a transaction fee (“Transaction Fee”), plus any processing (“Toll Agency Processing Fee,” management or similar Fees imposed on Uproad by any Participating Toll Agency to process or manage the Tolls. Participating Toll Agencies set the price of Toll Charges. Uproad pays Participating Toll Agencies for Toll Charges incurred by vehicles registered at that Participating Toll Agency through the Uproad Service. Uproad deducts the Toll Transaction amount from your Account Balance or charges it to your Payment Method.

Participating Toll Agency Toll Charges may vary over time and are not under Uproad control. At some toll roads, Toll Charges fluctuate depending on traffic flow, day of the year, or time of day, which may result in you being charged different amounts for the use of the same toll road at different times. Uproad provides estimates on the expected Toll Charge through Toll Alert.

Usually, it takes between 1 and 30 days for Toll Transactions to post to your Account. It can sometimes take longer than 30 days, depending on how long it takes for the Participating Toll Agency to process Toll Charges. Fees may post to your Account at any time and are visible in your Account Activity.

Day Use Fee

The Day Use Fee is charged for each calendar day that you drive on a toll road.

Membership Fee

Paying the optional Membership Fee enables access to Pro Plan benefits. The Membership Fee is charged every month, quarter, year, or two years.

Payment Violation Fee

When your account balance remains negative throughout Uproad’s payment grace period, your Account is suspended, although Uproad may choose to suspend your Account earlier. PAYG Plan Member’s payment grace period is 48 hours, while Pro plan Members have a 5 day grace period. If your Account balance remains negative for 30 days, Uproad charges a Payment Violation Fee to your account balance.

When Uproad suspends your account, all registered vehicles are removed from Participating Toll Agencies. You are not allowed to remove your Payment Methods on a suspended account. If you add funds to bring your Account Balance to zero or a positive amount on a suspended Account, Uproad activates the Account and re-registers your vehicle(s) with Participating Toll Agencies, usually within 48 hours.

Uproad may partner with a debt collection agency and send your account and transaction data leading to your debt to this agency so they can recover money owed to Uproad. When Uproad refers your account to this third party for collection, Uproad may also assess a collection fee due at the time of referral to the third party.

Shipping

Uproad may charge a shipping fee for shipping a transponder to your address.

Inactivity Fee

If the Account has no financial transactions occurring over a 365 day period, Uproad deducts an Inactivity Fee from your Account Balance every month until your Account balance reaches zero.

Other Fees

We may at any time charge activation, prepayment, reactivation, or other fees necessary to establish, change, or maintain services.

Promotions

Uproad may issue contests, sweepstakes, or other promotions (collectively, “Promotion”) that grant you free or discounted Pro Plan Membership, free or discounted Uproad Fee(s), or free Tolls for a limited time or number of transactions. Uproad may replenish your Account Balance with a one-time credit based on a Promotion.

Promotions have rules that are separate from these Terms. If you participate in a Promotion, please review the applicable regulations and our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

Uproad may, at our discretion, create promotional codes to redeem for account credit, other features, or benefits related to the Service and/or third-party services, subject to any additional terms that Uproad establishes for each promotional code ("Promo Code").

You agree that a Promo Code:

must be used for the intended audience and purpose, and in a lawful manner;
may not be duplicated, sold or transferred in any way, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Uproad;
may be disabled by Uproad at any time for any reason without liability to Uproad;
may only be used according to the specific terms that Uproad establishes for such Promo Code;
are not valid for cash;
may expire before your use;
credit is not refundable.

Uproad reserves the right to withhold or to deduct credits, other features, or benefits obtained through the use of Promo Codes by you or any other user if Uproad determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

Refunds & Adjustments

Uproad will issue an adjustment of your Toll Charges and Fees to your Account Balance if we receive notification of or independently verify erroneous charges for a Toll on a Participating Toll Agency road.

Uproad may perform a refund of a Payment Transaction to a Payment Method. Whether a Payment Transaction is refunded lies in our sole discretion for any or no reason.

Pro Plan Membership Fees are non-refundable.

Promotions are non-refundable.

When you close your Account with a positive Account Balance, Uproad deducts all outstanding Toll Fees from your Account Balance and refunds the remaining Account Balance to your Payment Method. The amount is refunded once your Account successfully closes. When the refund to your Payment Method fails, the remaining Account Balance cannot be refunded unless you contact us within six months. If you fail to contact us within six months, you forfeit the funds.

Uproad may perform an Adjustment to your Account Balance if a dispute around a Toll Charge, Payment Violation Fee, or Pro Plan is accepted. These can be full or partial adjustments of the dollar amounts initially charged to your Account Balance.

If we stop providing services, whether from liquidation bankruptcy or otherwise, Pro Plan Membership Fee is not refundable.

Coverage

Uproad provides information about the Coverage of Eligible Toll Roads in the app and on the Uproad Site so that you understand where Uproad can pay tolls. Not all toll agencies allow Uproad to pay tolls on your behalf. Uproad will not work in all locations. You agree that Uproad is not responsible for tolls charged to you when using such toll roads. Please refer to the Coverage Map for a list of toll points where Uproad is available.

You acknowledge that the App will only work on toll roads that Uproad covers.

You understand and agree that Uproad’s ability to provide Service and your use of Uproad's Service is subject to the rules of the Participating Toll Agencies, including regulations that may require charging the Vehicle toll to an account or service other than the one provided by Uproad.

Uproad makes reasonable efforts to update the Uproad Site and the App with changes to the Coverage Map.

Uproad’s Coverage is limited to the 50 states of the United States, and its territories and possessions, at Participating Toll Agencies.

Paying tolls on any of the following toll roads in California requires the use of a transponder. Uproad may provide such a transponder on request (see also “Transponders”).

I-10 express lanes
I-15 express lanes
I-110 express lanes
SR-91
SR-125

Uproad’s Services are made available only for non-commercial passenger vehicles. If you register a Motorcycle, commercial, or multi-axle vehicle on your Account, Uproad will cancel that registration and charge your Payment Method for all Toll Fees at the applicable rate for that vehicle type.

Transponders

Paying tolls on selected roads (see “Coverage”) requires the use of transponders. Uproad may provide such a transponder on request. If you opt in to receiving such a transponder, you agree to adhere to the following terms:

You mount and use the transponder in accordance with instructions provided to you in the mail together with the transponder. If the transponder is not mounted accordingly, you risk receiving toll violations from the toll agency or police. This toll violation will not be covered by Uproad.
You require a transponder in each of your vehicles that is registered with Uproad and that you want to drive with on toll roads that require a transponder (see “Coverage”).
If you sell or transfer your vehicle to another owner, you must remove the transponder from your vehicle and the vehicle from your Account. You are responsible for paying any Toll Fees of the transponder and vehicle while the transponder is mounted to the windshield or the Vehicle is on your Uproad and Participating Toll Agency Accounts. Uproad is not responsible for these Toll Fees.
If your transponder or vehicle is lost or stolen, you are required to immediately report it to Uproad. You will not be liable for any unauthorized use of the transponder(s) after you notify us that the transponder(s) has been lost or stolen, unless it is determined in Uproad’s sole discretion that the transponder(s) was not lost or stolen.
If your transponder is damaged or your windshield is replaced, you need to order a new transponder before driving on toll roads that require a transponder (see “Coverage”).

Term & termination

These Terms begin upon the earlier of your acceptance of these Terms by using the Uproad Site, downloading the App from an App store, or creating an Account, and continues until these Terms end. Your Account and/or your access to Uproad Services may immediately suspend or terminate:

upon the attempted violation or violation of these Terms;
if Uproad suspends or discontinues offering the Service;
if a Participating Toll Agency suspends or ends the Uproad account; or
for other reasons as provided in these Terms.

If you violate or attempt to violate Terms, the suspension is automatic and does not require any action by Uproad. You may terminate your Account or Pro Plan Membership at any time. You may, at any time, remove a Vehicle from your Account to stop receiving Services for that Vehicle.

All provisions of these Terms survive the termination of an Account or Pro Plan Membership.

Intellectual property

License

Subject to your compliance with these Terms, Uproad grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable permission to use the Apps on your compatible mobile device and access use the Services. You may not reproduce, duplicate, copy, modify, sell, resell, distribute, transmit or otherwise exploit Services without prior express written consent of Uproad. Uproad reserves rights not expressly granted in these Terms. Without limitation, these Terms give you no rights to the intellectual property of Uproad or any other party, except as expressly stated in these Terms.

Restrictions

You shall not:

remove any copyright, trademark, or other proprietary notices from any portion of the Services;
reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Uproad;
decompile, reverse engineer or disassemble the Services (except to the extent applicable law prohibits);
link to, mirror, or frame any portion of the Services;
cause or launch any programs or scripts for scraping, indexing, surveying, or otherwise data mining any part of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Ownership

The Services and all rights therein are and shall remain the property of Uproad. Neither these Terms nor your use of the Services convey or grant to you any rights:

in or related to the Services except for the limited license granted above; or
to use or reference in any manner Uproad’s company names, logos, product and service names, trademarks, or services marks.

Disclaimer of warranty

The services are provided "as is" and "as available." Uproad disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Also, Uproad makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the services or any services or goods requested through the use of the services, or that the services will be uninterrupted or error-free. Uproad does not guarantee the quality, suitability, safety, or ability of third-party providers. You agree that the entire risk arising out of your use of the services, and any service or good requested in connection in addition to that, remains solely with you, to the maximum extent permitted under applicable law.

Limitation of liability

Uproad shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services, regardless of the negligence (either active, affirmative, sole, or concurrent) of Uproad, even if Uproad is advised of the possibility of such damages.

Uproad shall not be liable for any damages, liability, or losses arising out of:

your use of or reliance on the services or your inability to access or use the services;
any transaction or relationship between you and any third-party provider, even if Uproad is advised of the possibility of such damages;
delay or failure in performance resulting from causes beyond Uproad’s reasonable control.

Limitations and disclaimers in this section do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. Because some states or jurisdictions do not allow the exclusion of or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Uproad’s liability shall be limited to the extent permitted by law. This provision shall not affect Uproad’s governing law provision set forth below.

Class action waiver

You may only resolve disputes with Uproad to the fullest extent permissible by law on an individual basis. You may not bring a claim as a plaintiff or a member in a class, consolidated, or representative action. Class arbitration, class action, and private attorney general actions are not allowed (the preceding being deemed the “class action waiver”).

Arbitration

You agree to resolve disputes by binding arbitration. By agreeing to arbitration, you irrevocably and unconditionally waive the right to go to court to the fullest extent permitted by law. This includes the right to a jury trial in any legal action, cause of action, counterclaim, or proceeding arising out of or relating to, or the subject matter of, these terms. An arbitrator(s), instead of a judge or jury, resolves disputes in arbitration. All parties understand that instead of litigating disputes through a court where a judge or jury decides their case, they choose (by their acceptance of these terms or using the service) to resolve disputes through arbitration.

The parties to these Terms acknowledge that the Class Action Waiver included in these Terms is material and necessary to arbitrate disputes between the parties and is non-severable from these Terms' claims. "Claims" do not include challenges to the validity and effect of the Class Action Waiver, which a court must decide.

If you and Uproad cannot settle a Claim through negotiations, either party may elect to finally and exclusively resolve the Claim through binding arbitration. Any election by either party to arbitrate shall be final and binding on the other. You agree that without this provision and the Class Action Waiver, you waive your right to sue in court with a judge or jury trial or to participate in a class action. If either party elects to arbitrate, the claim(s) will be resolved by confidential binding arbitration conducted in Washington, D.C. (or such other location as may be agreed upon by the parties) following the Commercial Arbitration Rules of the American Arbitration Association, to the extent they are consistent with the provisions of these Terms. An arbitrator selected by the parties from a list maintained by the American Arbitration Association shall conduct the arbitration. If the parties cannot agree upon such an arbitrator mutually, two other arbitrators appointed by each party shall select one from the list maintained by the American Arbitration Association. The arbitration shall be governed by the United States Arbitration Act (9 U.S.C. §1 et seq.), and judgment entered upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The non-prevailing party shall pay the fees and other charges of the arbitrators.

The parties consent to the exclusive jurisdiction of the federal and local courts of the Commonwealth of Virginia to the extent necessary to enforce any arbitral award or any equitable or other extraordinary relief.

If any portion of these Arbitration provisions is unenforceable or unlawful, (1) the illegal or unenforceable provision shall be severed from these Terms; and (2) severance of the unenforceable or illegal provision shall have no impact whatsoever on the remainder of the Arbitration provisions or the parties’ ability to compel arbitration of any remaining claims on an individual basis according to the Arbitration provisions.

Governing law

These Terms are governed by and construed following the laws of the Commonwealth of Virginia exclusive of its choice of law principles. This Paragraph shall remain in full force and effect after expiration or termination of these Terms. This Governing Law provision does not apply to the mandatory arbitration clause provided in these Terms or to any arbitrable disputes as defined therein. Instead, as described in the Arbitration provisions, the United States Arbitration Act shall apply to any such disputes.

Indemnification

You agree to indemnify and hold Uproad and its affiliates and their officers, directors, employees, and agents harmless from all claims, demands, losses, liabilities, and expenses (including attorneys' fees) arising out of or in connection with:

your use of the Services;
your breach or violation of any of these Terms; or
your violation of the rights of any third party, including Third-Party Providers.

Compliance with Laws

You agree to use the Services and any Third Party Services in full compliance with all laws, regulations, rules, and ordinances of all applicable governmental divisions, including the city, county, state, and the United States government, and any government entity of any other country, and any subdivision of any of the preceding.

Export compliance

The Services and its content, including, but not limited to, Your Information, toll data, toll records, and transaction data, may be subject to export compliance laws and regulations. You agree that you:

comply with all applicable export compliance laws;
are not located (and/or do not use the Services) in Syria, Sudan, North Korea, Iran, Cuba, or any other restricted area as specified in applicable export compliance laws; and
shall not transfer, export, or sell, attempt to transfer, export, or sell, the Services or its content or technology.

Third-party services & content

The Services may be made available or accessed in connection with third-party services and content (including advertising) that Uproad does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Uproad does not endorse such third-party services and content, and in no event shall Uproad be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc. and Google, Inc. will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS or Android-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms outlined in the applicable third-party beneficiary terms of service.

Entirety of these terms

These Terms constitute the full understanding between the parties regarding the Services and supersede all prior negotiations, correspondence, agreements, and these Terms between the parties, excepting the Uproad Privacy Statement governing the use and disclosure of user information.