Terms and Conditions

1. Definitions

In these Terms and Conditions (the "Agreement"), the following definitions apply:

• "Platform" means the Trip Metrix software platform, including all web applications, mobile applications, APIs, integrations, documentation, features, tools, exports, reports, and related services provided by Trip Metrix Inc.
• "Trip Metrix", "we", "our", or "us" means Trip Metrix Inc., a corporation incorporated under the Canada Business Corporations Act and registered to carry on business in Ontario, Canada.
• "Operator" means the business, fleet operator, tow company, commercial vehicle operator, or organization that registers for a Trip Metrix Subscription and is the contracting subscriber under this Agreement.
• "Authorized User" means any employee, contractor, dispatcher, driver, representative, or other individual authorized by an Operator to access or use the Platform.
• "Driver" means an Authorized User who operates a vehicle in connection with the Operator's business.
• "you" and "your" mean the Operator for purposes of Subscription, billing, cancellation, ownership of Your Data, indemnification, limitation of liability, dispute notice, and other commercial terms. For purposes of eligibility, account credentials, acceptable use, safety, and other use restrictions, "you" and "your" also mean each Authorized User.
• "Subscription" means the paid or trial-based access plan associated with the Platform and held by the Operator.
• "Content" means all records, data, photographs, documents, inspections, reports, location-related information, run sheets, compliance information, driver entries, communications, uploads, and other information submitted to or generated through the Platform.
• "Your Data" means all Content submitted to the Platform by the Operator or its Authorized Users, or on their behalf.

2. Acceptance of Terms

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement to the extent it applies to you as an Operator or as an Authorized User.

If you are registering for a Subscription or otherwise acting on behalf of a company or organization, you represent and warrant that you have authority to bind that Operator to this Agreement.

If you do not agree to these Terms, you must not use the Platform.

Authenticated users may also be required to review and accept a separate in-app Platform Terms notice before continuing to use certain Platform features. That notice does not replace this Agreement.

Trip Metrix reserves the right to modify or update these Terms at any time. Updated Terms will become effective upon posting on this page or within the Platform, with a revised version number and effective date. Where required by law or where changes are material, Trip Metrix may provide additional notice through the Platform, email, or other reasonable means. Continued use of the Platform following any update constitutes acceptance of the revised Terms.

3. Platform Purpose

Trip Metrix is an operational documentation and recordkeeping platform designed to assist Operators with recordkeeping, inspections, operational tracking, and administrative workflows.

THE PLATFORM IS NOT A LEGAL, REGULATORY, SAFETY, OR COMPLIANCE AUTHORITY.

Trip Metrix does not provide legal advice, regulatory advice, compliance certification, safety consulting, dispatch oversight, operational supervision, or professional fleet management services.

Use of the Platform does not guarantee compliance with any law, regulation, insurance requirement, roadside inspection requirement, licensing requirement, employment standard, or governmental policy.

Operators and Authorized Users remain solely responsible for understanding and complying with all applicable laws and regulations.

4. Account Registration

4.1 Eligibility. You must be at least eighteen (18) years of age and legally capable of entering into a binding agreement to use the Platform.

4.2 Account Responsibility. Operators and Authorized Users are responsible for maintaining the confidentiality of their login credentials and ensuring that account information remains accurate and current. The Operator is responsible for all activities occurring under the Operator's account, including activities of its Authorized Users. You agree to immediately notify Trip Metrix at info@tripmetrix.ca of any unauthorized use of the account or security breach.

4.3 Authorized Users. Operators may authorize employees, contractors, dispatchers, drivers, or other personnel to access the Platform as Authorized Users. Operators are fully responsible for all actions of Authorized Users; ensuring lawful use of the Platform; and ensuring Authorized Users comply with this Agreement.

5. Subscriptions, Billing, and Cancellation

5.1 Subscription Access. Access to the Platform is provided on a subscription basis to the Operator. Pricing, features, and plan availability may change from time to time.

5.2 Billing. Subscriptions are billed monthly or annually in advance unless otherwise specified. All fees are payable in Canadian dollars and exclude applicable taxes. The Operator authorizes Trip Metrix and its payment processors to charge the Operator's selected payment method on a recurring basis.

5.3 Non-Payment. Trip Metrix reserves the right to suspend or terminate accounts with overdue balances.

5.4 Cancellation. The Operator may cancel its Subscription at any time. Cancellations take effect at the end of the current billing cycle unless otherwise required by law. Except where required by law, all payments are non-refundable. Cancellation ends ongoing Subscription access according to the billing cycle rules above. It does not immediately delete retained operational records; retention and export are governed by Section 10.

6. Acceptable Use

Operators and Authorized Users agree not to:

• falsify or manipulate records, inspections, run sheets, or compliance documentation;
• use the Platform for unlawful purposes;
• interfere with Platform operations or security;
• attempt unauthorized access to the Platform or another user's account;
• upload malicious software or harmful code;
• reverse engineer or copy the Platform;
• use automated tools or scraping systems without authorization;
• misuse location-related features, including one-time location capture, address entry, reverse geocoding, photo location metadata, or related workflows;
• use the Platform in a manner that violates privacy, employment, transportation, or safety laws.

Trip Metrix reserves the right to suspend or terminate accounts for violations of this Agreement.

7. Compliance Responsibility

Compliance with all applicable laws remains solely the responsibility of the Operator and its Authorized Users. This includes, without limitation:

• TSSEA requirements;
• Ontario towing regulations;
• Highway Traffic Act requirements;
• CVOR requirements;
• commercial vehicle inspection obligations;
• employment and privacy laws;
• record retention obligations;
• distracted driving laws;
• insurance requirements;
• municipal, provincial, and federal transportation regulations.

Laws and regulations may change at any time.

Trip Metrix does not guarantee that the Platform reflects the latest legal requirements or regulatory interpretations.

Operators are solely responsible for independently verifying all compliance obligations.

8. No Legal or Regulatory Advice

Nothing within the Platform constitutes:

• legal advice;
• compliance certification;
• regulatory approval;
• mechanical advice;
• operational guidance;
• safety advice;
• employment advice;
• insurance advice.

The Platform is not a substitute for legal counsel, compliance audits, fleet safety management, transportation consulting, or professional operational oversight.

Operators are solely responsible for seeking independent professional advice where required.

9. Privacy Policy and Personal Information

Personal information handled through the Platform is governed by the Trip Metrix Privacy Policy, which forms part of this Agreement by reference.

Operators are responsible for ensuring they have authority to collect, use, disclose, retain, and submit personal information through the Platform. This includes providing legally required notices, obtaining legally required consents, respecting any applicable workplace monitoring obligations, configuring Authorized User access appropriately, and complying with employment, labour, transportation, privacy, insurance, and record-retention laws.

Trip Metrix does not independently verify whether an Operator has met those obligations.

10. User Data and Records

Ownership of Your Data. As between Trip Metrix and the Operator, the Operator retains all ownership rights in Your Data. You grant Trip Metrix a limited, non-exclusive right to host, store, process, reproduce, transmit and display Your Data only as reasonably necessary to provide, secure and operate the Platform, comply with law, and exercise our rights under this Agreement.

10.1 Accuracy of Records. Trip Metrix relies on information entered or provided by Authorized Users as well as information generated or processed through Platform functionality. Trip Metrix does not independently verify that an event occurred at the time or location reflected in a record, or otherwise certify the factual accuracy of submitted information. Operators are solely responsible for reviewing and verifying all records before relying on them operationally or submitting them to regulators, insurers, courts, or third parties.

10.2 No Guarantee of Regulatory Acceptance. Trip Metrix does not guarantee that any particular digital record or document will be accepted in every circumstance, jurisdiction, or regulatory proceeding.

10.3 Data Retention, Exports, and Deletion. Trip Metrix retains run sheets, inspection records, and associated operational records for two years from the date they are created, including after an Operator cancels its Subscription. After cancellation, an authorized representative of the former Operator may request an export of retained records by contacting info@tripmetrix.ca. Export download links expire seven days after they are issued. At the end of the applicable retention period, records become eligible for deletion from active systems, subject to a short processing grace period and any legal hold, complaint, investigation, dispute, security requirement, or other lawful reason for continued retention. Copies may remain temporarily in established backup rotations after deletion from active systems. Operators remain responsible for complying with the record-retention requirements applicable to their operations and for maintaining any independent backups they require. Authorized Users may store offline cached copies of records on their devices for Platform functionality. Operators and Authorized Users are responsible for securing their devices and signing out or removing local app data where appropriate.

10.4 Data Storage. Trip Metrix may use third-party hosting, cloud infrastructure, storage providers, and service providers to operate the Platform. While Trip Metrix implements commercially reasonable safeguards, no system can be guaranteed fully secure.

11. Location Information

The Platform may collect and display location-related information. Current workflows may allow an Authorized User to capture the device's current location for an inspection, pickup, destination, or towing-service record. The Platform may also process addresses entered by users, reverse-geocoded addresses, timestamps, and GPS metadata embedded in uploaded photographs where that metadata is available.

Trip Metrix does not currently operate the Platform as continuous GPS tracking or background location monitoring. Location is not collected through continuous background tracking based only on installation of the app. If Trip Metrix introduces continuous or background location functionality, we will update these Terms and the Privacy Policy and provide additional notice where required.

Location information may be inaccurate, delayed, incomplete, or unavailable.

Operators are solely responsible for complying with privacy laws; obtaining employee or other required consents where required; complying with workplace monitoring laws; and using location data lawfully.

Trip Metrix is not responsible for decisions made using location or mapping data.

12. Driver Safety

Drivers and other Authorized Users must not interact with the Platform while operating a moving vehicle where prohibited by law.

Operators are solely responsible for implementing safe device usage policies.

Trip Metrix is not liable for any accident, injury, collision, death, property damage, distracted driving violation, or operational incident arising from Platform use.

13. No Emergency Reliance

The Platform is not intended for:

• emergency dispatch;
• emergency response coordination;
• life-critical operations;
• emergency communications;
• public safety response;
• time-sensitive rescue operations.

Operators must maintain independent communication and operational systems appropriate for their business activities.

14. Third-Party Services

The Platform may integrate with or rely upon third-party services including:

• cloud hosting and database providers;
• mapping and geocoding providers;
• payment processors;
• email and telecommunications providers;
• storage and backup services;
• authentication providers;
• crash and error diagnostic services;
• mobile device platforms.

Trip Metrix is not liable for outages, interruptions, inaccuracies or failures caused solely by third-party services and outside Trip Metrix's reasonable control, subject to Trip Metrix's obligations under applicable law, including applicable privacy and data-protection laws.

15. Intellectual Property

Excluding Your Data, the Platform and all related software, branding, content, workflows, systems, documentation, designs, and technology are the exclusive property of Trip Metrix Inc.

No ownership rights in the Platform are transferred to the Operator or any Authorized User.

Trip Metrix grants the Operator and its Authorized Users a limited, revocable, non-transferable, non-exclusive license to use the Platform during an active Subscription term.

16. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIP METRIX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• DATA ACCURACY;
• REGULATORY COMPLIANCE;
• SERVICE AVAILABILITY.

Trip Metrix does not warrant that the Platform will be uninterrupted, error-free, secure, accurate, or free from harmful components.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIP METRIX INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• PUNITIVE DAMAGES;
• LOSS OF PROFITS;
• LOSS OF BUSINESS;
• LOSS OF DATA;
• REGULATORY PENALTIES;
• FINES;
• INSURANCE LOSSES;
• OPERATIONAL INTERRUPTIONS.

IN NO EVENT SHALL TRIP METRIX'S TOTAL LIABILITY TO THE OPERATOR EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE OPERATOR DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

18. Indemnification

The Operator agrees to indemnify and hold harmless Trip Metrix Inc. and its officers, directors, employees, contractors, and affiliates from any claims, damages, losses, liabilities, penalties, costs, or legal expenses arising from:

• the Operator's or its Authorized Users' use of the Platform;
• the Operator's or its Authorized Users' violation of law;
• the Operator's or its Authorized Users' violation of this Agreement;
• inaccurate records submitted through the Platform;
• regulatory penalties;
• employment disputes;
• privacy complaints;
• roadside inspections;
• driver conduct;
• misuse of location-related features.

19. Force Majeure

Trip Metrix shall not be liable for delays or failures caused by events outside its reasonable control, including:

• internet outages;
• cyberattacks;
• cloud service failures;
• labour disruptions;
• natural disasters;
• power failures;
• governmental actions;
• pandemics.

20. Termination

Trip Metrix may suspend or terminate access to the Platform at any time for:

• breach of this Agreement;
• unlawful activity;
• misuse of the Platform;
• non-payment;
• operational or security concerns.

Upon termination: all Platform licenses immediately terminate; the Operator and its Authorized Users must cease using the Platform; and retained data is handled according to Section 10.3 and the Privacy Policy, not as an immediate deletion of all records.

21. Governing Law

This Agreement shall be governed by the laws of Ontario and the federal laws of Canada applicable therein.

Any dispute shall be resolved exclusively in the courts of Ontario.

The Operator agrees to waive participation in any class action proceeding relating to the Platform.

Before commencing legal action, the Operator agrees to provide written notice of the dispute to info@tripmetrix.ca and allow at least thirty (30) days for informal resolution.

22. General Provisions

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in effect.

Failure to enforce any provision shall not constitute waiver.

This Agreement constitutes the entire agreement between Trip Metrix and the Operator regarding the Platform, except that Authorized Users may also be bound by the separate in-app Platform Terms acceptance notice then in effect, and personal information remains subject to the Privacy Policy.

23. Contact

Questions about these Terms may be sent to Trip Metrix Inc. by email at info@tripmetrix.ca.

By using the Platform, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.

© 2026 Trip Metrix Inc. All rights reserved.