The agreement between you and Vortac Labs.

1. Acceptance of these Terms

By creating an account, installing the Wheelz application, or otherwise using the Services, you confirm that you have read, understood, and agreed to be bound by these Terms, our Privacy Policy, and our Safety Policy, each of which is incorporated into these Terms by reference. If you do not agree, you must not install or use the Services.

You may be asked to affirmatively accept these Terms during account onboarding inside the Wheelz application.

2. Eligibility

You may use the Services only if all of the following are true:

• You are at least seventeen (17) years of age, or the age of legal majority in your jurisdiction, whichever is greater.
• You have the legal capacity to enter into a binding contract with Vortac Labs.
• You hold a valid driver's license or learner's permit in your jurisdiction, or you do not intend to use the Services while operating a motor vehicle.
• You have not previously been suspended, terminated, or banned from the Services.
• You are not located in, or a resident or national of, a country subject to a comprehensive United States embargo, and you are not on any United States government list of prohibited or restricted parties.

3. The Services

Wheelz is a personal drive recorder. It uses sensors built into your mobile device — including the Global Positioning System receiver — to detect, record, and present information about your drives, including route, distance, duration, and speed. The Services also allow you to create a profile, register vehicles, upload photographs, send and receive push notifications, and appear on leaderboards alongside other Wheelz users.

We may add, remove, modify, or replace features at any time. We will use reasonable efforts to avoid unnecessary disruption, but we do not promise that any particular feature will remain available.

4. Your account

To use most features, you must create an account using a supported sign-in method (currently Sign in with Apple and Google sign-in). You agree to provide accurate and complete information during onboarding and to keep that information current. You are responsible for all activity that occurs under your account and for safeguarding the sign-in method associated with it. Usernames must be unique; we may reclaim, reassign, or reset usernames at our discretion, for example to address impersonation, trademark complaints, or extended inactivity. You may not maintain more than one personal account or share your account with another person.

5. Acceptable use

Your use of the Services is also governed by our Safety Policy, which is incorporated into these Terms by reference. You agree that you will not, and will not attempt to or assist any third party to:

• Use the Services to race, time, or compete against other drivers on public roads, or to set or break personal speed records on public roads.
• Use the Services in any manner that violates traffic laws, distracted-driving laws, or any other applicable law in your jurisdiction.
• Interact with the app screen while operating a motor vehicle in motion.
• Harass, abuse, threaten, defame, dox, stalk, or otherwise harm another Wheelz user or any other person.
• Impersonate any person, misrepresent your affiliation, or register an account on behalf of someone else without their authorization.
• Reverse engineer, decompile, disassemble, attempt to derive source code from, or otherwise probe the Services, except to the extent applicable law expressly permits notwithstanding this limitation.
• Use any robot, spider, scraper, or other automated means to access the Services, or copy or extract data from the Services for any purpose other than your personal review of your own account.
• Resell, sublicense, lease, rent, or otherwise commercially exploit the Services, or any data obtained from the Services, without our prior written consent.
• Upload, transmit, or otherwise make available any content that infringes any intellectual property right, depicts unlawful conduct, or violates the privacy or publicity rights of any person.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, our servers, or any related networks or systems.

We may, with or without notice, suspend, restrict, or terminate your account or access to the Services if we determine in good faith that you have violated these Terms or any applicable law, or to protect the Services, our users, or third parties.

6. User content and license

“User Content” means any data, photographs, vehicle information, drive recordings, route data, speed data, comments, usernames, profile information, and other materials you submit to, generate within, or upload to the Services.

You retain ownership of, and responsibility for, your User Content. You represent and warrant that you have all rights, licenses, consents, and permissions necessary to grant the licenses described in this Section 6 and that your User Content does not and will not infringe or violate any third party's rights.

You grant Vortac Labs and its affiliates, successors, and assigns a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, cache, reproduce, transmit, display, adapt, modify, translate, create derivative works from, publish, distribute, and otherwise use your User Content for the following purposes:

• Operating, providing, securing, and improving the Services.
• Conducting research, analytics, machine-learning model training, and product development.
• Producing aggregated or de-identified data products that may be used internally, published, licensed, or sold to third parties, including data aggregators, automotive research firms, insurance industry analytics providers, mapping and navigation services, and municipal, governmental, or academic traffic-research entities.
• Marketing and promotion of the Services, in de-identified or aggregated form, or in identifiable form only with your additional consent.

Profile photos and vehicle photos that you upload are displayed inside the Services and stored on our cloud storage provider as described in the Privacy Policy. We do not sell individual user photos as a standalone product. The aggregated-data license described above is for drive, route, speed, vehicle composition, and similar data, in a form in which you are not individually identified.

7. Drive and vehicle data

Drive data — including route, speed, distance, duration, and derived metrics — and vehicle data are subject to the license described in Section 6. As described in our Privacy Policy, Vortac Labs may, now or in the future, sell, license, or share aggregated or de-identified drive and vehicle data with third parties. You can opt out of inclusion of your data in those aggregates as described in Section 9 of the Privacy Policy.

8. Intellectual property

The Services, including all software, source code, object code, user interfaces, designs, logos, trademarks, service marks, trade dress, text, graphics, illustrations, animations, sounds, and the selection and arrangement thereof (collectively, the “Vortac Materials”), are owned by Vortac Labs or its licensors and are protected by United States and international intellectual property laws. Subject to your compliance with these Terms, Vortac Labs grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use.

All rights not expressly granted are reserved. The license does not include any right to resell, redistribute, or create derivative works of the Vortac Materials, or to use the Vortac Materials for any commercial purpose without our prior written consent.

9. Third-party services

The Services rely on third-party platforms and services, including Apple iOS, Apple authentication services, Google Firebase (including Authentication, Firestore, Cloud Storage, Cloud Functions, and Cloud Messaging), and Mapbox. Your use of those third-party services is governed by their own terms and privacy policies. We are not responsible for the acts or omissions of those third parties or for any content, service interruption, or other issue caused by them.

10. Apple-specific terms

The following terms apply to your use of the Wheelz application as distributed through the Apple App Store. In the event of any conflict between these Terms and Apple's applicable Licensed Application End User License Agreement, the more restrictive terms apply with respect to your use of the application via the Apple App Store.

• Acknowledgement.You acknowledge that these Terms are between you and Vortac Labs only, and not with Apple Inc. (“Apple”), and that Apple is not responsible for the Wheelz application or its content.
• Scope of license. The license granted in Section 8 is limited to a non-transferable license to use the application on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the application may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
• Maintenance and support. Vortac Labs, not Apple, is solely responsible for providing any maintenance and support services with respect to the Wheelz application. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Wheelz application.
• Warranty.Vortac Labs, not Apple, is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Vortac Labs's sole responsibility.
• Product claims. Vortac Labs, not Apple, is responsible for addressing any claims by you or any third party relating to the application or your possession and use of the application, including but not limited to (i) product liability claims; (ii) any claim that the application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
• Intellectual property.In the event of any third-party claim that the application or your possession and use of the application infringes that third party's intellectual property rights, Vortac Labs, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim.
• Legal compliance.You represent and warrant that (i) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) you are not listed on any United States Government list of prohibited or restricted parties.
• Third-party beneficiary.You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
• Schedule passthrough. You agree to comply with any additional terms required by Apple in connection with the distribution of the application via the Apple App Store.

11. Subscriptions and payments

The Wheelz application is currently provided at no cost. If we introduce paid features, subscriptions, or in-app purchases in the future, additional terms (including pricing, billing, renewal, and cancellation terms) will be presented to you at the point of purchase and will be incorporated into these Terms by reference upon your acceptance.

12. Termination

You may terminate these Terms at any time by deleting your account from inside the Wheelz application or by contacting privacy@vortaclabs.com. Termination by you does not entitle you to a refund of any fees, except as required by applicable law.

Vortac Labs may terminate or suspend your account or your access to the Services at any time, with or without cause and with or without notice, including if we believe in good faith that you have violated these Terms, our Safety Policy, or any applicable law, or that termination is necessary to protect the Services, our users, or third parties.

Upon termination, the licenses granted to you in these Terms will end immediately, and you must stop using the Services. The license you granted to Vortac Labs in Section 6 survives termination with respect to User Content that has already been incorporated into aggregated or de-identified data or otherwise relied upon prior to termination. Data retention and deletion following termination are governed by our Privacy Policy.

The provisions of these Terms that by their nature should survive termination — including Sections 6 (license), 7 (data), 8 (intellectual property), 13 through 18 (disclaimers, not a safety system, assumption of risk, limitation of liability, indemnification, dispute resolution), and 19 through 22 (force majeure, general, changes, contact) — will so survive.

13. Disclaimer of warranties

Without limiting the foregoing, Vortac Labs does not warrant that the Services will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components; that drive detection, route recording, speed measurement, distance computation, leaderboards, or generated media will be accurate, complete, or reliable; that the Services will meet your requirements or expectations; that any defects will be corrected; or that the Services will be compatible with any particular device or third-party service.

Speed, distance, route, and other measurements presented by the Services are estimates based on signals from your device and third-party providers. They are not certified, calibrated, or suitable for any official, legal, regulatory, evidentiary, or competitive purpose.

14. Not a safety, navigation, or driver-assistance system

Vortac Labs has no duty to detect, predict, prevent, warn about, discourage, or report unsafe driving by you or by any other Wheelz user. Features that present speed records, leaderboards, or personal bests are intended for use on closed courses, private property, and legal track environments, not on public roads. The existence of those features does not constitute an encouragement, suggestion, or sponsorship of unsafe driving on public roads.

15. Assumption of risk

You specifically acknowledge that features which display speed, top-speed records, personal bests, or leaderboards may create an incentive, real or perceived, to drive in ways that are unsafe or unlawful. You agree that you will not use those features to set records, compete with other users, or otherwise drive in any manner that violates applicable speed limits, traffic laws, or distracted-driving laws on any public road, highway, or parking lot open to the public.

16. Limitation of liability

Some jurisdictions do not allow the exclusion or limitation of certain damages, including damages for personal injury, death, fraud, or gross negligence. To the extent that such limitations are not permitted by applicable law, the limitations in this Section will apply to you only to the extent permitted by law, and the remaining limitations will continue to apply. Nothing in these Terms is intended to exclude or limit liability that cannot be lawfully excluded or limited.

The limitations in this Section form an essential basis of the bargain between you and Vortac Labs and apply notwithstanding the failure of any limited remedy of its essential purpose.

17. Indemnification

You agree to defend, indemnify, and hold harmless the Vortac Parties from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) brought by any third party arising out of or related to: (a) your use or misuse of the Services; (b) your violation of these Terms, our Safety Policy, or any applicable law; (c) your User Content; (d) your operation of a motor vehicle, including any accident, injury, death, property damage, traffic citation, or other consequence; (e) any claim by a passenger, pedestrian, other driver, property owner, insurer, or governmental authority arising from your driving; or (f) your violation of the rights of any third party.

We reserve the right, at our expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You may not settle any claim subject to this Section without our prior written consent.

18. Dispute resolution, arbitration, and class action waiver

18.1 Informal resolution

Before commencing arbitration, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a “Dispute”) informally by sending a written notice to legal@vortaclabs.com that includes your name, a description of the Dispute, and the relief you seek. The parties agree to negotiate the Dispute in good faith for a period of thirty (30) days following the notice. If the Dispute is not resolved within that period, either party may commence arbitration.

18.2 Binding individual arbitration

Except for the Excluded Claims described in Section 18.5, you and Vortac Labs agree that any Dispute will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules then in effect, except as modified by these Terms. The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve any Dispute, including the scope, enforceability, and arbitrability of these Terms.

The arbitration will be conducted by a single arbitrator. The arbitration may be conducted in person, by telephone, by video conference, or based solely on written submissions, as agreed by the parties or determined by the arbitrator. The arbitrator will apply the substantive law of the State of Delaware, or federal law where applicable, without regard to its conflict of laws principles, and will have authority to award any remedy that would be available in court, subject to the limitations in these Terms.

18.3 Class action and jury trial waiver

If a court of competent jurisdiction finds the class action waiver in this Section 18.3 unenforceable as to a particular claim or request for relief, then that claim or request must be severed from the arbitration and brought into the courts identified in Section 18.7. The remainder of the arbitration agreement remains enforceable.

18.4 Thirty-day opt-out

You have the right to opt out of the arbitration agreement and class action waiver in this Section 18 by sending written notice of your decision to opt out within thirty (30) days after creating your Wheelz account. Your notice must include your full name, the email address associated with your account, your mailing address, and a clear statement that you wish to opt out of arbitration. Send the notice to legal@vortaclabs.com with the subject line “Arbitration Opt-Out,” or by postal mail to the address in Section 22.Opting out will not affect any other provision of these Terms.

18.5 Excluded claims

Notwithstanding Sections 18.2 and 18.3, the following are not subject to arbitration: (a) claims that may be brought in small-claims court if they qualify, are brought in an individual capacity, and remain in that court; and (b) claims for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights.

18.6 Statute of limitations

To the maximum extent permitted by applicable law, any Dispute must be commenced within one (1) year after the cause of action accrues. If not commenced within that period, the Dispute is permanently barred.

18.7 Governing law and venue

These Terms, and any Dispute, are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. For any Dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection to that jurisdiction or venue.

19. Force majeure

Vortac Labs will not be liable for any failure to perform, or delay in performance of, any obligation under these Terms caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network or power outages, strikes, labor disputes, supply chain disruptions, pandemic, or epidemic.

20. General

• Entire agreement. These Terms, together with the Privacy Policy and Safety Policy, constitute the entire agreement between you and Vortac Labs regarding the Services and supersede all prior or contemporaneous understandings.
• Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
• No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in whole or in part at any time without notice or consent, including in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.
• Relationship. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between you and Vortac Labs.
• Notices. We may provide notices to you through the Services, by email to the address associated with your account, or by other reasonable means. You must send notices to Vortac Labs by email to legal@vortaclabs.com or by postal mail to the address in Section 22.
• Headings. Section headings are for convenience only and do not affect interpretation.

21. Changes to these Terms

We may revise these Terms from time to time. When we make material changes, we will update the “Last updated” date at the top and provide additional notice through the Services, by email, or by other means we consider reasonable. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of those revisions, except where additional consent is required by law.

22. Contact

For questions about these Terms, contact legal@vortaclabs.com.

Mailing address: Vortac Labs, attn: Legal.

23. Related policies

See our Privacy Policy for details about how we handle your data and our Safety Policy for the responsible-use rules incorporated into these Terms by reference.