Terms of ServiceUpdated November 2011

Section 1: What the Agreement Covers

  1. This UsingMiles Service Agreement (“Agreement“) is a contract between you and UsingMiles, Inc., a Colorado corporation (“UsingMiles“, “we“, or “us“) that applies to your use of the UsingMiles.com website (the “Website“) and any service available on the Website (the “Service”). If you do not agree with any part of these terms and conditions you must not use the Website or the Service.
  2. If we change this Agreement, then we will notify you at least 10 days before the change takes place. If you do not agree to these changes, then you must cancel and stop using the Service before the change takes place. If you do not stop using the Service, then Your continued use of the Website and/or the Service constitutes your acceptance of any modifications or amendments to this Agreement, and your use of the Service will continue under the changed Agreement.

Section 2: Proprietary Rights

The Website is owned and operated by UsingMiles. Some of the content found on the Website is owned by Members, some of the content found on the Website is owned by other third party providers, and some of the content found on the Website is owned by UsingMiles. In addition, the trademarks, logos, and service marks (“Trademarks“) displayed on the Website are registered and common law Trademarks of UsingMiles, its affiliates and various third parties. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of UsingMiles, or such other party that may own the Trademarks.

Section 3: Eligibility

  1. You must be eighteen (18) or over to become a Member and/or use the Website or the Service. By using the Website and/or the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions herein. You further represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. Your Membership may be terminated without warning and you may be barred from any future use of the Website and/or the Service if you provide any information that is untrue, inaccurate, not current, or incomplete, including but not limited to misrepresenting your age, or if UsingMiles has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete. Your Membership is solely for your personal use, and you agree not to authorize others to use your Membership account, including but not limited to your profile and credentials. UsingMiles reserves the right to refuse or revoke Membership to anyone at any time for any reason.
  2. You may use the Service as soon as you have become a member by completing the registration process (“Membership“). In using the Service, you will:
    • obey the law;
    • obey any codes of conduct or other notices we provide;
    • obey the UsingMiles Anti-spam Policy, which is available at http://www.usingmiles.com/pages/anti_spam
    • keep your service account password secret; and
    • promptly notify us if you learn of a security breach related to the Service.

Section 4: Term

  1. This Agreement shall remain in full force and effect while you use the Website, the Service, and/or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Account Settings page of the Website. You acknowledge that UsingMiles reserves the right, in its sole discretion, to restrict, suspend, or terminate your Membership or deny you access to all or any part of the Website and/or the Service at any time, for any or no reason, including but not limited to your violation of any provision of this Agreement. You agree that termination of your Membership or restriction on access to the Service, including but not limited to the discontinuance of providing the Service, may be affected without prior notice, and acknowledge and agree that upon termination of your Membership or restriction on access to the Service, UsingMiles may immediately deactivate and delete all related content, information and files, including but not limited to your frequent flyer data, and bar any further access by you to such files and/or the Service. UsingMiles is not obliged to preserve, keep, or maintain back-up copies of any material created through use of the Website and/or the Service. You agree that UsingMiles shall not be liable to you or any third party for termination of your Membership, denial of access to the Service, discontinuance of providing the Service, or deletion of your content, information, and files. The Service is currently available to you free of charge. By using the Service and by becoming a Member, you acknowledge, however, that UsingMiles reserves the right to charge for the Service or any part thereof and has the right to terminate your Membership should you fail to pay for the Service. If UsingMiles terminates your Membership, you will not be entitled to any refund of unused subscription fees, if any. Even after your Membership is terminated, this Agreement shall remain in full force and effect.

Section 5: Prohibited Activities

  1. In usingUsingMiles the Service, you may not:
    • engage in, facilitate or further unlawful conduct;
    • use the Service in a way that harms us or our advertisers, affiliates, resellers, distributors and/or vendors, or any customer of ours or our advertisers, affiliates, resellers, distributors and/or vendors;
    • use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam“);
    • use any automated process or service to access and/or use the Service (such as a BOT, a spider, periodic caching of information stored by UsingMiles, or “meta-searching“);
    • use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service;
    • damage, disable, overburden, or impair the Service (or the network(s) connected to the Service) or interfere with anyone’s use and enjoyment of the Service; or
    • resell or redistribute the Service, or any part of the Service.
  2. UsingMiles reserves the right to investigate and take appropriate legal action, including but not limited to contacting law enforcement authorities and seeking remedies at law and equity, against anyone who, in UsingMiles’s sole discretion, makes illegal or unauthorized use of the Website and/or the Service.

Section 6: Monitoring

UsingMiles reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates the terms and conditions herein and terminating the Membership of such violators without notice. Accordingly, you agree that UsingMiles will have the right to access your Membership account at any time, without advance notice, to investigate a violation of this Agreement or other misuse of the Website and/or the Service. You acknowledge and agree that UsingMiles reserves the right to, and may from time to time, monitor any and all information generated through the Website and/or through the Service for operational and other purposes. During monitoring, information may be examined, recorded, copied, and used for authorized purposes in accordance with UsingMiles’s Privacy Policy.

Section 7: Copyright

  1. All content included on UsingMiles, including but not limited, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, and the compilation of any of the foregoing, is the property of UsingMiles or its content suppliers. All such content is protected by United States and international copyright laws. You may not post, display, publicly perform, distribute, sell, reproduce, create derivative works of, or otherwise exploit in any way any copyrighted material information found on the Website and/or through the Service without obtaining the prior written consent of the owner or holder of such rights. UsingMiles reserves the right, but not the obligation, to terminate your Membership if it determines in its sole discretion that you are involved in infringing activity, including but not limited to alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing.
  2. Your Materials.
    You may be able to submit materials for use in connection with the Service. The Service includes publicly accessible areas (“public areas of the Service“) and areas to which you can control access by others (“shared and private areas of the Service“). You understand that UsingMiles does not control or endorse the content that you and others post or provide on the Service. Except for material that we license to you, we do not claim ownership of the materials you post or provide on the Service. However, with respect to content you post or provide you grant to those members of the public to whom you have granted access (for content posted on shared and private areas of the Service) or to the public (for content posted on public areas of the Service) free, unlimited, worldwide, nonexclusive and perpetual permission to:
    • use, modify, copy, distribute and display the content in connection with the Service and other UsingMiles products and Services;
    • publish your name in connection with the content; and
    • grant these rights to others.

    You understand that UsingMiles may need to make copies, change the format, transcode or otherwise process content posted on the Service, including on shared and private areas of the Service, in order to:

    • store and retrieve the content;
    • make the content available to you and those members of the public to whom you have granted access;
    • conform to connecting networks’ technical requirements; or
    • conform to the limitations and terms of the Service.
  3. This section applies only to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law. You understand that sharing content that violates others’ copyrights and other intellectual property rights violates this Agreement. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use and publication of the content does not breach any law. We will not pay you for your content. We may refuse to publish your content and may remove your content from the Service at any time.

Section 8: Charges

  1. Charges. There are currently two tiers of membership to UsingMiles.com. The first is free and the second has an annual fee of $29.99.
  2. Payment. When you create a billing account, you enter your payment method. You must be authorized to use the payment method. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service for which you choose to sign-up or use while this Agreement is in force. You will pay service charges in advance.
  3. Updates to Your Billing Account. You must keep all information in your billing account current, including your billing address and the expiration date of your credit card. If you tell us to stop using your payment method, we may cancel your Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.
  4. Trial Period Offers. You may have received a limited time of free service or some other trial period offer. Unless we notify you otherwise, if you are participating in any trial period offer, you must cancel the Service by the end of the trial period to avoid incurring charges. If you do not cancel your Service, and we have informed you that the Service will automatically be converted into a paid subscription at the end of the trial period, then you authorize us to charge your payment method for the Service.
  5. Prices and Price Increases. The price for the Service excludes all taxes and phone charges, unless stated otherwise. You are responsible for any taxes that you are obligated to pay or that we may collect from you. You are responsible for all other charges (for example, phone charges). Currency exchange settlements are based on your agreement with your payment method provider. We may change the price of the Service from time to time, but we will tell you before we do.
    1. If there is a specific time length and price for your service offer, then that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the new price.
    2. If your Service is on a period basis (for example, monthly), with no specific time length, then we will tell you the date of any price change. That date will be not less than 30 days after we tell you of the price change.
    3. If you do not agree to these changes, then you must cancel and stop using the Service before the changes take place. If you cancel your Service, then your Service ends at the end of your current Service time length or, if we bill your account on a period basis, at the end of the period in which you cancelled.
  6. Refund Policies. Unless otherwise provided by law or in connection with any particular service offer, all charges are non-refundable, and the costs of any returns will be at your expense.
  7. Online Statement; Errors. We will provide you with an online billing statement. This is the only billing statement that we provide. If you request a paper copy, we may charge you a retrieval fee. We will only provide paper copies for the past 120 days. If we make an error on your bill, we will correct it promptly after you tell us and we investigate the charge. You must tell us within 120 days after an error first appears on your bill. You release us from all liability and claims of loss resulting from any error that you do not report to us within 120 days after the error first appears on your online statement. If you do not tell us within this time, we will not be required to correct the error. We can correct billing errors at any time.
  8. Canceling the Service. You may cancel the Service at any time, with or without cause. Certain Service offers may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer. Cancellation of the Service by you will not alter your obligation to pay all charges made to your billing account.
  9. Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.
  10. You also will pay any additional charges you incur if you connect to the Service through a telephone number while you are in a country that is not the country associated with your Service account (“roaming charges”). Roaming charges are in addition to any long distance telephone charges you may incur when connecting to the Service from another country. Please check the service information area to view the current rates for roaming charges. You may also incur additional charges if your usage of the service exceeds the number of hours covered by your service plan.
  11. Payments to You. Your right to any payment due you under a Service is conditioned upon you promptly providing us with all information we require to properly make the payment (for example, bank account information for receiving the payment). We will use reasonable efforts to tell you what information we require in advance of your use of the applicable Service. Even if we do not tell you in advance, you must provide us the information we request before your right to receive the payment accrues. You are responsible for the accuracy of the information you provide and any taxes you may incur as a result of receiving a payment. You must also comply with any other conditions we place on your right to any payment. If you receive a payment that was not due to you, we may reverse or seek return of the payment and you agree to cooperate with us in our efforts to do this.

Section 9: Changes to Service

We may change the Service or delete features at any time and for any reason. We may cancel or suspend your Service at any time. Our cancellation or suspension may be without cause and/or without notice. Upon Service cancellation, your right to use the Service stops right away. Once the Service is cancelled or suspended, any data you have stored on the Service may not be retrieved later. Our cancellation of the Service will not alter your obligation to pay all charges made to your billing account. If we cancel the Service in its entirety without cause, then we will refund to you on a pro-rata basis the amount of payments that you have made corresponding to the portion of your Service remaining right before the cancellation.

Section 10: Other Businesses

  1. Parties other than UsingMiles and its subsidiaries operate stores, provide services, or sell product lines on UsingMiles We provide links to the websites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their websites. UsingMiles does not assume any responsibility or liability for the actions, product, and content of these and any other third parties. You should carefully review all third party privacy statements and other conditions of use.
  2. If you obtain anything from a third party (including third-party offered services) through the Service, you understand that your relationship with respect to those things is with the third party directly and not with UsingMiles. In the event you assert a claim that relates to or implicates your relationship with a third party, you shall only assert such claim against the third party, and you will not assert any such claim against UsingMiles, even if UsingMiles assisted in billing for the third-party offering. You are solely responsible for your dealings with any third party, including:
    • delivery of and payment for goods and services;
    • processing and verifying orders, payments and other transactions;
    • customer support related to orders or transactions (e.g., lost orders, billing disputes, payments, etc.);
    • determining, collecting, and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions; and
    • the purchase and use by you and your associated accounts of any third-party products and services.
  3. The UsingMiles website, as well as third party ad servers, may provide advertisements and links to other websites operated by third parties. These advertisements and links are provided solely as a convenience to you and not as an endorsement by UsingMiles of their content, and the inclusion of such advertisements and links on the Website does not imply UsingMiles’s endorsement of the material in such advertisements or on such other websites. UsingMiles has no control over such advertisements or websites. UsingMiles is neither responsible for the content of those external sites nor your dealings in connection with them. You agree that UsingMiles does not endorse those advertisements or websites, is not responsible for their availability or their accuracy, or for their content, advertising, products, services or other resources. You further agree that UsingMiles will not be liable or responsible, directly or indirectly, for any loss suffered or alleged to be suffered in connection with the use of or reliance upon such content, advertising, products, services or other resources made available by such advertisements or websites.

Section 11: Disclaimer of Warranties

  1. THE WEBSITE AND SERVICE IS PROVIDED BY UsingMiles ON AN “AS IS” “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS. UsingMiles OUR AFFILIATES, RESELLERS, DISTRIBUTORS AND VENDORS (COLLECTIVELY, THE “UsingMiles PARTIES“) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. We do not guarantee the accuracy or timeliness of information available from the Service.
  2. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, UsingMiles DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UsingMiles DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM UsingMiles ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UsingMiles WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
  3. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Section 12: Choice of Law; Venue

By visiting UsingMiles, you agree that the laws of the state of Colorado govern the interpretation of this Agreement and applies to any claims for breach of it, or any other dispute of any sort that might arise between you and UsingMiles or its affiliates, regardless of conflict of laws principles. Subject to Section 16, you and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Boulder County, Colorado, USA for all disputes arising out of or relating to this Agreement.

Section 13: Disputes

Any dispute relating in any way to your visit to UsingMiles shall be submitted to arbitration in Denver, Colorado. Notwithstanding the foregoing, if you have in any manner violated or threatened to violate UsingMiles’s intellectual property rights, UsingMiles may seek injunctive or other appropriate relief in any state or federal court in the state of Colorado. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to Service Agreement, whether through class arbitration proceedings or otherwise.

Section 14: Privacy

  1. In order to operate and provide the Service, we collect certain information about you. We use and protect that information as described in the UsingMiles Privacy Policy (which is available at http://www.usingmiles.com/pages/privacy.) In particular, we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of UsingMiles or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of UsingMiles employees, customers or the public.
  2. The Service is a private computer network that UsingMiles operates for the benefit of itself and its customers. UsingMiles retains the right to block or otherwise prevent delivery of any type of email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers or stop you from breaching this Agreement. The technology or other means we use may hinder or break your use of the Service.
  3. In order to provide you the Service, we may collect certain information about Service performance, your machine and your Service use. We may automatically upload this information from your machine. This data will not personally identify you. You may read about this information collection in more detail in the privacy policy at http://www.usingmiles.com/pages/privacy.
  4. Personal information collected through the Service may be stored and processed in the United States or any other country in which UsingMiles or its affiliates, subsidiaries or agents maintain facilities. By using the Service, you consent to any such transfer of information outside of your country.

Section 15: Security

  1. Only you may use your Service account. For some parts of the Service, we may notify you that you may set up additional member accounts that are dependent on your account (an “associated account”). You are responsible for all activity that takes place with your Service account or an associated account. You may not authorize any third party to access and/or use the Service on your behalf except where UsingMiles provides a mechanism for third parties to access the Service on your behalf. Your account information is accessible online only through the use of a password.
  2. UsingMiles uses industry standard security measures to protect the loss, misuse and alteration of the information under our control. Although we make commercially reasonable efforts to store the information collected on the Website in a secure operating environment that is not available to the public, we cannot guarantee complete security. Unauthorized entry or use of UsingMiles, hardware or software failure, and other factors may compromise the security of member information at any time. While we will take appropriate security measures to protect the privacy of your personal information, no protection is foolproof, and transmissions made over the Internet cannot be made absolutely secure. It may be possible for third parties to intercept and access private information you transmit through the Service. Any such transmission is done at your own risk.

Section 16: Limitation of Liability

You can recover from the UsingMiles parties only direct damages up to an amount equal to your service fee for one month. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.

This limitation applies to anything related to:

  • the Service,
  • content (including code) on third party Internet sites, third party programs or third party conduct,
  • viruses or other disabling features that affect your access to or use of the Service,
  • incompatibility between the Service and other services, software and hardware,
  • delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner, and
  • claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.

It also applies even if:

  • this remedy does not fully compensate you for any losses, or fails of its essential purpose; or
  • UsingMiles knew or should have known about the possibility of the damages.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.

Section 17: Interpreting the Agreement.

All parts of this Agreement apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this Agreement as written. If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of this Agreement will not change. This is the entire Agreement between you and us regarding your use of the Service. It supersedes any prior Agreement or statements regarding your use of the Service. If you have confidentiality obligations related to the Service, those obligations remain in force (for example, you may have been a beta tester). The section titles in the Agreement do not limit the other terms of this Agreement.

Section 18: Assignment.

We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or any part of it, to any other person. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service or any part of the Service.

Section 19: No Third Party Beneficiaries.

This Agreement is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this Agreemen

Section 20: Claim Must Be Filed Within One Year.

Any claim related to this Agreement or the Service may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed in time, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.

Section 21: Your Notices to Us.

You may notify us as stated in the customer support or “help” area for the Service. We do not accept e-mail notices.

Section 22: Notices We Send You; Consent Regarding Electronic Information.

This Agreement is in electronic form. We have promised to send you certain information in connection with the Service and have the right to send you certain additional information. There may be other information regarding the Service that the law requires us to send you. We may send you this information in electronic form. You have the right to withdraw this consent, but if you do, we may cancel your Service. We may provide required information to you:

  • by e-mail at the e-mail address you specified when you signed up for your Service;
  • by access to a UsingMiles website that will be designated in an e-mail notice sent to you at the time the information is available; or
  • by access to a UsingMiles website that will be generally designated in advance for this purpose.

Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you can access and use the Service, you have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the Service.

Section 22: Notices and Procedure for Making Claims of Copyright Infringement

Under Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to UsingMiles’s designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.

Copyright and Trademark Notices

All contents of the Service are Copyright © 2010 UsingMiles, Inc. and/or its suppliers, 1514 Blake Street, Suite #300, Denver, Colorado 80202. All rights reserved. Copyright and other intellectual property laws and treaties protect any software or content provided as part of the Service. We or our suppliers own the title, copyright, and other intellectual property rights in the software or content. “UsingMiles” and/or other UsingMiles products and services referenced herein may also be either trademarks or registered trademarks of UsingMiles in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

Section 23: Site Policies and Severability

Please review our other policies, such as our privacy policy, posted on our website. These policies also govern your visit to UsingMiles. If any of Service Agreement is deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

UsingMiles Inc. has financial relationships with some of the cards mentioned here, and UsingMiles.com may be compensated if consumers choose to apply for these links in the content, and ultimately sign up for them.