Terms & Conditions

  1. Applicability
    These General Terms and Conditions (these “Terms”) constitute a legal agreement between you (the “Customer”) and MCARW INC, a Florida limited liability company (“MCARW INC”), and govern the provision of Services (as defined in Section 2) by MCARW INC. These Terms represent the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral.

    In the event of any conflict between these Terms and the Customer’s Master Service Agreement (including all related exhibits and addenda, collectively referred to as the “MSA”), these Terms shall govern—unless the MSA expressly states that it overrides these Terms. These Terms take precedence over any general terms and conditions provided by the Customer, regardless of whether or when those may have been submitted, including with a request for proposal or purchase order. Provision of Services by MCARW INC does not constitute acceptance of the Customer’s terms and does not amend or modify these Terms.

  1. Services
    MCARW INC shall provide mobile applications, software, hardware, and other products and services (the “Services”) as described in the Customer’s MSA, in accordance with these Terms. MCARW INC reserves the right to modify the Services from time to time without the Customer’s consent, provided such modifications do not materially alter the nature, scope, fees, or performance dates outlined in the MSA. MCARW INC may charge for time spent evaluating and documenting any requested change from the Customer on a time-and-materials basis, as outlined in the MSA.
  2. Performance Dates
    MCARW INC will use commercially reasonable efforts to meet the performance dates specified in the MSA; however, all such dates are estimates only.
  3. Customer’s Obligations
    The Customer agrees to:
    1. Cooperate fully with MCARW INC in all matters related to the Services and provide access to Customer’s premises (if necessary), accommodations, and other facilities as reasonably requested by MCARW INC for service delivery.
    2. Promptly respond to requests from MCARW INC for direction, approvals, authorizations, and other information reasonably required to perform the Services.
    3. Provide all necessary materials or information requested by MCARW INC in a timely manner, and ensure that such materials are complete and accurate in all material respects.
    4. Obtain and maintain all required licenses, consents, and legal compliance necessary for the Services prior to their commencement.
  1. Customer’s Acts or Omissions
    If MCARW INC’s performance is delayed or prevented due to any act or omission by the Customer or its representatives (including agents, subcontractors, consultants, or employees), MCARW INC shall not be deemed in breach of these Terms. Furthermore, MCARW INC shall not be liable for any resulting costs, charges, or losses to the extent they arise from such delay or prevention.
  2. MCARW INC Equipment
    If applicable, MCARW INC will provide equipment (the “Equipment”) necessary for service delivery, as further detailed in the MSA. This may include, but is not limited to: devices, cases, power supplies, mobile applications, tag sets, printers, credit card readers, grease pencils, lanyards, XPRESS stickers, and other required items. Equipment may only be used in the course of the Customer’s business. All Equipment remains the property of MCARW INC and must be returned within ten (10) days after service termination or expiration. The Customer shall be financially responsible for the full replacement cost of any Equipment lost or damaged, excluding normal wear and tear.
  3. Fees and Expenses; Payment Terms; Late Payment Interest
    1. In exchange for the Services and related rights, the Customer shall pay the fees specified in the MSA (the “Fees”). MCARW INC will debit the Customer’s credit card or bank account (as listed in the MSA) for initial payments prior to shipping Equipment or setting up the Customer’s account. Monthly invoices will cover current Services and any overages from the previous month.
    2. Upon execution of the MSA, MCARW INC will bill the Customer for setup fees, personnel training, and equipment shipping. If the MSA’s contract start date falls mid-month, the Customer will be charged a prorated fee for that partial month. Any pre-start account usage may incur overage charges.
    3. The Customer agrees to reimburse MCARW INC for reasonable travel and out-of-pocket expenses incurred while providing the Services.
    4. Payment shall be made via credit card or ACH, in accordance with the MSA’s fee schedule. Invoices are payable upon receipt and are considered approved five (5) days after delivery unless the Customer provides written objections. Payments will be processed on the fifth (5th) day of each month. A $50.00 fee will be applied to any non-sufficient funds (NSF) or declined transactions.
  1. Payment Obligations

Customer agrees to pay all fees due to MCARW INC, including any charges resulting from rejected payments, along with reasonable and actual attorneys’ fees incurred in collecting overdue invoices.

If Customer fails to pay within fifteen (15) days of the invoice date, MCARW INC may:

  • Charge interest on the unpaid amount at a rate of 1.5% per 15-day period, or the maximum rate permitted by law, whichever is lower, from the due date until full payment is made; and
  • Suspend Services until payment is received in full.

Customer also agrees that MCARW INC has the right to offset or reverse any ACH debits for all past due fees, including chargebacks, reversals, NSF fees, and any other amounts owed by Customer.

  1. Taxes

Customer is solely responsible for all applicable taxes, including but not limited to sales and parking taxes, imposed by any governmental authority (collectively, “Taxes”). Customer shall pay all such Taxes as required by law.

MCARW INC is not liable for any Taxes relating to third-party payments received by Customer. Customer shall indemnify and hold harmless MCARW INC and its affiliates, employees, and agents (collectively, “MCARW INC Parties”) from any liabilities or expenses arising from Customer’s failure to comply with tax obligations under this section.

  1. Intellectual Property

All intellectual property rights (including copyrights, patents, trademarks, trade secrets, and related materials) in the Deliverables and Services provided by MCARW INC are owned exclusively by MCARW INC.

MCARW INC grants Customer a limited, non-exclusive, non-transferable, royalty-free, perpetual license to use such intellectual property solely for the purpose of utilizing the Deliverables and Services.

  1. Payment Processing

If Customer chooses to use a third-party payment processor (“Payment Processor”), Customer is responsible for managing their own merchant account (“Merchant Account”) and ensuring compliance with PCI DSS standards.

Customer must provide proof of PCI DSS compliance upon request and ensure the Payment Processor’s compatibility with MCARW INC’s systems. Failure to comply may result in termination of services.

Customer shall indemnify and hold harmless the MCARW INC Parties from any claims or damages arising from use of the Payment Processor and non-compliance with PCI DSS.

  1. Insurance

Customer must maintain insurance coverage at their own expense, including:

  • Commercial general liability: minimum $1,000,000 per occurrence, $2,000,000 aggregate;
  • Automobile liability: minimum $1,000,000 combined single limit;
  • Workers’ compensation: as required by law.

Proof of insurance must be provided upon request. Customer shall notify MCARW INC of any cancellation or material change in coverage and waive rights of subrogation where legally permitted.

  1. Confidentiality

All non-public information disclosed by MCARW INC, including business operations, strategies, and customer data, shall be treated as confidential.

Customer may only use Confidential Information as needed to utilize the Services and Deliverables and may not disclose it without prior written consent.

MCARW INC is entitled to seek injunctive relief for any breach of this confidentiality obligation.

  1. Representations and Warranties

Customer represents that:

  • The signatory is at least 18 years old;
  • Customer has the legal right and authority to enter into these Terms;
  • Provided information is accurate;
  • Customer’s use of the Services will comply with all laws and these Terms;
  • Services will not be used for fraud or interfere with their proper operation.
  1. Disclaimer of Warranties

MCARW INC PROVIDES THE SERVICES “AS IS” AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

  • MERCHANTABILITY,
  • FITNESS FOR A PARTICULAR PURPOSE,
  • TITLE, AND
  • NON-INFRINGEMENT.
  1. Limitation of Liability

MCARW INC SHALL NOT BE LIABLE FOR:

  • Loss of profit, data, or revenue;
  • Incidental, indirect, or consequential damages;
  • Damages exceeding the fees paid by Customer in the one (1) month prior to the claim.

Customer’s exclusive remedy is for MCARW INC to re-perform defective services.

  1. Termination

MCARW INC may immediately terminate this agreement if Customer:

  • Fails to pay fees when due;
  • Breaches any term of these Terms or the MSA;
  • Becomes insolvent or files for bankruptcy;
  • Commits or is suspected of committing fraud.
  1. Waiver

No waiver of any provision shall be effective unless in writing and signed by MCARW INC. A delay in enforcing rights does not constitute a waiver.

  1. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond their control, including natural disasters, war, government actions, labor disruptions, or power outages.

The impacted party must notify the other within 15 days of the event and resume performance as soon as possible. If performance remains delayed for 30 days, either party may terminate with 30 days' written notice.

  1. Assignment

Customer may not assign this agreement without MCARW INC’s written consent. Any unauthorized assignment is void. MCARW INC may assign the agreement for any reason, including internal restructuring.

  1. Relationship of the Parties
    The parties are independent contractors, and nothing in these Terms or the MSA shall be construed as creating an agency, partnership, joint venture, employment, or fiduciary relationship. Neither party shall have the authority to contract for or bind the other party in any way.
  2. No Third-Party Beneficiaries
    These Terms are solely for the benefit of the parties and their respective successors and permitted assigns. Nothing herein, whether express or implied, is intended to confer upon any other person or entity any legal or equitable right, benefit, or remedy.
  3. Agreement Disclosure
    MCARW INC may, upon obtaining Customer’s prior written consent, publicize the business relationship between MCARW INC and Customer through digital media platforms such as LinkedIn, Twitter, Facebook, Instagram, or in press releases and public posts. Customer agrees to be included in MCARW INC’s customer rosters for business development purposes. Customer will be given reasonable opportunity to review and approve any information related to Customer prior to public disclosure, and may be asked to participate in additional activities like success stories or marketing initiatives.
  4. Dispute Resolution
    Any dispute arising from or relating to these Terms shall be resolved through arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be held in Dallas, Florida, conducted in English, and resolved by a mutually acceptable arbitrator selected according to AAA rules. The arbitrator’s decision will be binding and may be enforced in any court with jurisdiction. The arbitrator shall not have the power to award punitive damages or damages excluded by these Terms.
  5. Attorneys' Fees
    If legal action is necessary to enforce these Terms, the prevailing party will be entitled to reasonable attorneys’ fees and costs.
  6. Governing Law
    All matters arising from or relating to these Terms are governed by the internal laws of the State of Florida, without regard to its conflict of law principles.
  7. Submission to Jurisdiction
    Any legal action or proceeding related to these Terms shall be brought in the federal courts of the United States or the courts of the State of Florida, located in Dallas County. Each party submits irrevocably to the exclusive jurisdiction of these courts for any such actions.
  8. Notices
    All notices, requests, consents, claims, demands, waivers, and other communications ("Notices") must be in writing and addressed to the parties at the addresses specified in the MSA or to a new address designated by the receiving party. Notices may be delivered by personal delivery, overnight courier (with pre-paid fees), facsimile (with transmission confirmation), email (without transmission error notice), or certified/registered mail (return receipt requested). A Notice is effective only upon receipt by the receiving party, and if the sending party has complied with the requirements of this section.
  9. Severability
    If any provision of these Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, it shall not affect the validity or enforceability of any other provision, nor shall it invalidate the provision in any other jurisdiction.
  10. Survival
    Provisions that should naturally apply beyond the termination or expiration of these Terms will remain in effect, including but not limited to Confidential Information, Governing Law, Insurance, Submission to Jurisdiction, and Survival.
  11. Amendment and Modification
    MCARW INC may amend these Terms at any time with notice deemed reasonable by MCARW INC, including posting the revised version on its website, communicating it through the performance of services, or delivering notice via email. The amended version will take effect when posted on the MCARW INC website, but it will not apply retroactively. Continued use of the Services constitutes acceptance of the revised Terms. Any dispute arising out of these Terms will be governed by the version of the Terms in place at the time the dispute arose.