Terms of Service

1. Acceptance of these Terms

By accessing or using the Service, creating an account, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not agree, do not use the Service.

We keep records of acceptance — including the accepting user, the organization, the date and time, and the version of these Terms accepted — and those records are evidence of your assent. Each version of these Terms is identified by its "Last updated" date.

2. Definitions

Capitalized terms have the meanings given where they appear. In addition:

• "Customer" or "you" means the organization that subscribes to the Service.
• "Authorized Users" means the administrators, dispatchers, operators, and other personnel your organization permits to use the Service.
• "Customer Data" means the data your organization or its Authorized Users submit to or generate through the Service, including property, dispatch, telemetry, and customer information.
• "Vehicle" means a machine registered to your fleet, and an "active vehicle" is one that deploys at least once in a given billing month. "Operator" means an individual who deploys in the field during a run; operators are not billed.
• "Service" means the Snowmass platform, applications, and related services made available by Metiix.

3. Accounts and eligibility

You must provide accurate account information and keep it current. Because sign-in is passwordless, you are responsible for maintaining control of the email inbox and devices used to access the Service and for all activity under your account. You must be capable of forming a binding contract and must use the Service only for lawful business purposes. You are responsible for your Authorized Users' compliance with these Terms.

4. The Service

Metiix provides software that dynamically dispatches snow-removal fleets. The Service scores properties in real time and assigns each vehicle its next stop, re-assigning work as conditions change — for example when an operator is unavailable or a machine goes down. The Service also supports property instructions, material logging, incident reporting with photos, live customer arrival estimates, and operator messaging. We may update, improve, or modify features from time to time.

5. Operational responsibility; no service guarantee

The Service is dispatch and record-keeping software. Metiix does not perform, supervise, schedule, guarantee, or assume responsibility for snow removal or any other field services. You are solely responsible for the performance, timing, quality, safety, and outcomes of the services you provide to your own customers, for the condition of the properties you service, and for compliance with your service contracts and all applicable laws. Without limiting the foregoing:

• Dispatch output is advisory. Automated assignments, stop ordering, reserve holds, geofence arrival detections, travel-time and arrival estimates, and similar outputs are generated by software from imperfect inputs and may be wrong, delayed, or incomplete. You and your dispatchers remain responsible for monitoring operations, overriding or supplementing assignments where appropriate, and verifying that every property within your contracted scope is actually and adequately serviced.
• No service guarantee. Metiix does not guarantee that any property will be assigned, visited, or serviced within any time frame or at all, and is not responsible for missed, late, incomplete, or inadequate service or for any resulting conditions, including snow or ice accumulation, slip-and-fall injuries, or property damage.
• Your personnel are yours. You are solely responsible for hiring, training, licensing, supervising, scheduling, paying, and ensuring the safety and legal compliance of your operators and other personnel, including hours-of-service and fatigue management. Metiix is not the employer, joint employer, or supervisor of your personnel, and the Service's automated assignment of stops does not make it one.
• Safe operation. Your operators must operate vehicles and equipment safely and in compliance with traffic and safety laws, and must not interact with devices while operating equipment except where lawful and safe to do so.
• No third-party beneficiaries. Metiix is not a party to, and has no obligations or liability under, any contract between you and your customers, property owners or managers, or any other third party, and no such person is a third-party beneficiary of these Terms.

6. Service records, proof-of-service data, and legal process

The Service generates operational records — GPS traces, geofence arrival and departure events, timestamps, material application logs, incident reports, photos, and messages (collectively, "Service Records"). Service Records document what the Service observed and stored; they are provided "as is".

• No evidentiary warranty. Metiix makes no representation or warranty that Service Records are accurate, complete, continuous, tamper-proof, or admissible or persuasive in any legal, insurance, or other proceeding. GPS, network, device, and environmental conditions can produce gaps, drift, or errors. Any description of Service Records as "proof of service" refers to their intended use as documentation of field activity and is not a warranty of service quality, timeliness, legal sufficiency, or outcome.
• Your duty to export and preserve. Service Records are retained in accordance with our published retention practices, and some high-frequency data (such as raw location pings) is kept only briefly. You are solely responsible for exporting and preserving any records you may need for legal, insurance, or contractual purposes, including promptly upon anticipating a claim or dispute. Metiix has no obligation to preserve data beyond its ordinary retention periods except as required by law that binds Metiix or as agreed in a signed writing, and is not liable for the unavailability of data deleted in the ordinary course.
• Subpoenas and legal process. If Metiix receives a subpoena, court order, or other legal process seeking your Customer Data or Service Records, we will, where legally permitted, notify you and give you a reasonable opportunity to seek protection before responding, and we may comply where we conclude compliance is required. You will reimburse Metiix's reasonable costs of preserving, collecting, and producing records in connection with legal matters arising from your business, at our then-standard rates. Metiix provides factual records only and will not serve as your expert witness, custodian-of-record beyond authenticating routine business records, or advocate.

7. Acceptable use

You agree not to misuse the Service. You will not, and will not permit any Authorized User or third party to:

• Use the Service in violation of any law, regulation, or third-party right, including privacy, telemarketing, and labor laws.
• Access or attempt to access accounts, data, or systems belonging to other organizations, or circumvent tenant isolation, authentication, or security controls.
• Reverse engineer, decompile, scrape, or attempt to derive source code, except to the extent this restriction is prohibited by law.
• Interfere with or disrupt the integrity or performance of the Service, or introduce malicious code.
• Resell, sublicense, or provide the Service to third parties except as expressly permitted, or use it to build a competing product.
• Send messages to individuals without the consent required by applicable law, or use the Service to harass or deceive.

8. Customer Data and ownership

As between the parties, your organization owns its Customer Data. You grant Metiix a worldwide, non-exclusive license to host, process, transmit, and display Customer Data solely to provide and support the Service, to secure and improve it, and as otherwise permitted in these Terms and our Privacy Policy. You are responsible for the accuracy of Customer Data and for having the rights and consents needed to submit it, including consent for customer notifications. We may generate aggregated, de-identified statistics that do not identify you or any individual, and we may use those to operate and improve the Service.

Personal information. Each party will comply with the privacy laws applicable to it, including PIPEDA and, where applicable, Québec's Law 25, and the applicable US state privacy laws. For personal information contained in Customer Data, your organization is responsible as the organization that collects it from its customers and personnel, and Metiix processes it on your behalf as a service provider: we use it only to provide and support the Service, protect it with appropriate safeguards, notify you without undue delay of any confidentiality incident affecting it, provide reasonable assistance with access, rectification, and portability requests, and return or delete it at the end of the subscription as described in these Terms. Our current sub-processors are listed in the Privacy Policy, and we remain responsible for their processing. Where Metiix processes personal information contained in Customer Data on your behalf, the Snowmass Data Processing Addendum, published at snowmass.io/dpa, is incorporated into these Terms.

Messaging consent. Where recipients of notifications are in Canada, your consent obligations include the express-consent, sender-identification, and unsubscribe requirements of Canada's Anti-Spam Legislation (CASL); where they are in the United States, the requirements of the TCPA and related rules apply. You are the sender of messages to your own customers; you will obtain and retain proof of the consent required by applicable law before enabling notifications and will rely on the unsubscribe and suppression mechanisms the Service provides. Penalties for CASL and TCPA violations are severe, and Metiix may suspend messaging features it reasonably believes are being used without the required consent.

9. Subscription, fees, and billing

The Service is offered on a subscription basis. Fees consist of a monthly base fee plus a seasonal per-active-vehicle fee, so you pay the base every month plus a fee for each vehicle that actually deploys in a given month during the season. There is no per-user or per-seat charge — your operators, dispatchers, and office staff are included at no additional cost. SMS and certain messaging costs are passed through at or near our carrier cost. Unless stated otherwise, fees are stated exclusive of taxes, and you are responsible for applicable sales, use, and similar taxes.

Payments are processed by Stripe; by subscribing you authorize us to charge your payment method on a recurring basis for all fees as they become due. Fees are non-refundable except where required by law. We may change pricing on renewal or with reasonable prior notice. If an amount is past due, we may suspend the Service after notice, and past-due balances may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

10. Free simulations and demos

We may make free simulations, trials, demos, or beta features available. These are provided "as is" and "as available", without warranty of any kind, and may be modified or discontinued at any time. Simulations are illustrative only and are not a guarantee of real-world results. Any feedback you provide about the Service may be used by us without restriction or obligation to you. You will not rely on simulations, demos, trials, or beta features for live storm operations, and Metiix has no liability arising out of them.

11. Intellectual property

The Service, including its software, algorithms, interfaces, and content (other than Customer Data), and all related intellectual property rights, are and remain the property of Metiix and its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription. All rights not expressly granted are reserved. "Snowmass" and related marks are trademarks of Metiix; you may not use them without our prior written permission.

12. Third-party services

The Service integrates with third-party services, including Stripe, Twilio, Amazon SES, OpenRouteService, and Google Places. Your use of those integrations may be subject to the third party's own terms, and we are not responsible for third-party services, their availability, or their acts or omissions. Third-party services may change in ways that affect the Service.

13. Confidentiality

Each party may receive information of the other that is confidential. The receiving party will use the disclosing party's confidential information only to perform under these Terms and will protect it with the same care it uses for its own confidential information, and no less than reasonable care. Confidential information does not include information that is public through no fault of the receiving party, was already known, is independently developed, or is rightfully received from a third party. Either party may disclose confidential information as required by law, giving reasonable notice where permitted.

14. Warranties and disclaimers

Your obligations under the section titled "Operational responsibility; no service guarantee" apply to everything in this section. The Service assists dispatch decisions; it does not replace your judgment, supervision, or compliance with safety and traffic laws.

EXCEPT AS EXPRESSLY STATED IN A SEPARATE SIGNED AGREEMENT, THE SERVICE, ALL OUTPUTS OF THE SERVICE, AND ALL SERVICE RECORDS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND WE PROVIDE NO UPTIME OR AVAILABILITY GUARANTEE UNLESS SEPARATELY AGREED IN WRITING. WITHOUT LIMITING THE FOREGOING, METIIX DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY DISPATCH ASSIGNMENT, ROUTE, TRAVEL-TIME OR ARRIVAL ESTIMATE, GEOFENCE DETECTION, GPS TRACE, OR OTHER OUTPUT, AND NO OUTPUT OF THE SERVICE IS A REPRESENTATION THAT SNOW-REMOVAL SERVICES WERE OR WILL BE PERFORMED, PERFORMED ON TIME, OR PERFORMED ADEQUATELY.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, METIIX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU ACTUALLY PAID TO METIIX FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED US DOLLARS (USD $100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

The exclusions and cap above do not limit: (a) your payment obligations; (b) your indemnification obligations under these Terms, including amounts owed to third parties whose claims you are defending; (c) your breach of the acceptable-use section or infringement or misappropriation of Metiix's intellectual property; or (d) either party's fraud or willful misconduct, or any other liability that cannot be limited under applicable law. The parties acknowledge that the fees reflect this allocation of risk and that Metiix would not provide the Service at these fees without these limitations.

16. Indemnification

You will defend, indemnify, and hold harmless Metiix and its officers, members, managers, employees, and agents (the "Metiix Parties") from and against any third-party claims, demands, suits, and proceedings, and all resulting damages, liabilities, penalties, settlements, and reasonable costs (including reasonable attorneys' fees), arising out of or relating to: (a) bodily injury (including slip-and-fall injuries), death, or damage to tangible property arising from or relating to your snow-removal or other field operations, the properties you service or were engaged to service, or your vehicles, equipment, or personnel — including any claim alleging that a dispatch assignment, arrival estimate, geofence detection, Service Record, or any other output or omission of the Service caused or contributed to the injury or damage; (b) your contracts with your customers, or any claim by your customers, property owners or managers, or their tenants, invitees, or insurers; (c) Customer Data, including any claim that it was collected, submitted, or used without required rights, notices, or consents; (d) messages and notifications you send or direct through the Service, including claims under the TCPA, CASL, or similar laws; (e) claims by your current or former personnel, including employment, wage-and-hour, workers'-compensation, and safety claims; and (f) your violation of these Terms or of any law or third-party right. Metiix will promptly notify you of a claim (delay reduces your obligations only to the extent it materially prejudices you), you will control the defense with counsel reasonably acceptable to Metiix, Metiix may participate with its own counsel at its own expense, and you will not settle any claim in a manner that imposes any obligation or admission on a Metiix Party without its prior written consent.

17. Insurance

You will obtain and maintain, at your own expense, insurance appropriate to your operations, including commercial general liability insurance, automobile liability insurance covering your fleet, and workers' compensation and employer's liability insurance as required by law. You acknowledge that the Service is not insurance and includes no insurance component, that Metiix's insurance does not cover your operations or personnel, and that you — not Metiix — are responsible for insuring the risks of your snow-removal business. On Metiix's reasonable request, you will provide certificates of insurance evidencing this coverage.

18. Term and termination

These Terms apply for as long as you use the Service. Either party may terminate a subscription in accordance with the ordering arrangement between the parties or if the other party materially breaches these Terms and fails to cure within thirty (30) days after written notice. We may suspend or terminate access immediately for non-payment, security risk, or unlawful use. On termination, your right to use the Service ends. For thirty (30) days after termination we will make Customer Data available for export in a common machine-readable format on request, after which we may delete it in the ordinary course; it is your responsibility to complete your export (including any Service Records you may need as evidence) within that window. Terms that by their nature should survive — including ownership, confidentiality, disclaimers, limitation of liability, and indemnification — survive termination.

19. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including severe weather and winter storms, natural disasters, fire, flood, power or telecommunications failures, internet, cloud-hosting, GPS or other satellite-system outages or degradation, SMS or email carrier failures, filtering, or delays, denial-of-service or other attacks, labor disputes, epidemics, and acts of government. You acknowledge that severe winter weather — precisely when the Service is most heavily used — can degrade the third-party networks and infrastructure the Service depends on, and you agree to maintain reasonable fallback dispatch procedures (for example, manual dispatch by phone or radio) for use during any outage or degradation.

20. Governing law and venue

These Terms are governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules. You agree that the exclusive venue for any dispute that may be brought in court will be the state and federal courts located in Minnesota, and you consent to the personal jurisdiction of those courts, subject to the dispute-resolution section below and to any mandatory consumer protections that apply to you.

If you are located in Canada, nothing in these Terms deprives you of the protection of provisions of the law of your province or of Canada that apply notwithstanding a choice of law or forum — including Québec's Act respecting the protection of personal information in the private sector (Law 25), PIPEDA, and Canada's Anti-Spam Legislation — and nothing limits any non-waivable right you may have under those laws, including the right to address the Commission d'accès à l'information du Québec or the Office of the Privacy Commissioner of Canada.

21. Dispute resolution

Before filing a claim, the parties will try in good faith to resolve any dispute informally by contacting legal@snowmass.io and allowing at least thirty (30) days to reach a resolution.

Any dispute not resolved informally will be resolved exclusively in the state and federal courts located in Hennepin County, Minnesota, and each party consents to the personal jurisdiction of those courts. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Except for claims to collect unpaid fees or to protect intellectual property or confidential information, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after it accrued, to the maximum extent such a limitation is permitted by applicable law.

22. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will give at least thirty (30) days' advance notice — by email to your account administrators or by prominent notice in the Service — before it takes effect, and the change will not apply retroactively. If you do not agree to a material change, your remedy is to terminate your subscription and stop using the Service before the change takes effect; your continued use after the effective date constitutes acceptance. Non-material changes (such as clarifications and corrections) take effect when posted with an updated "Last updated" date.

23. Entire agreement and miscellaneous

These Terms, together with our Privacy Policy, any Data Processing Addendum, and any order or written agreement between the parties, are the entire agreement about the Service and supersede prior discussions. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a reorganization, merger, or sale. Neither party is liable for delays caused by events beyond its reasonable control.

Language. The Service, these Terms, and our Privacy Policy are fully available in English and in Canadian French. For users in Québec, the French version of these Terms was made available before acceptance, in accordance with the Charter of the French language; a user who accepts the English version after having had the opportunity to examine the French version expressly agrees to be bound by the English version. Where the two versions conflict, the English version governs to the extent permitted by applicable law. Les présentes conditions sont également offertes en français.

24. Contact us

Questions about these Terms can be sent to Metiix, LLC at legal@snowmass.io.