THIS END USER LICENSE AGREEMENT (THE “EULA”) IS A BINDING CONTRACT BETWEEN YOU THE USER OF THIS SERVICE AND INTANGLES LAB PRIVATE LIMITED, A COMPANY INCORPORATED IN INDIA, AND HAVING ITS REGISTERED OFFICE AT 9th floor (office 904-907), Orville Business Port, Terminal 2 Airport Road, Viman Nagar, Pune, Maharashtra, India-411014 (“LICENSOR”, “WE” “OUR” OR “US”) IN FURTHERANCE TO THE SUBSCRIPTION OF THE SERVICE. FOR SAKE OF BREVITY, “YOU/USERS” WILL INCLUDE ANY PARTY (EITHER BUSINESS USER OR PERSONAL USER AS THE CASE MAY BE) WHICH HAS AVAILED SUBSCRIPTION FROM THE LICENSOR OF THE SERVICES. THIS EULA PROVIDES AND CAPTURES IMPORTANT LEGAL INFORMATION ABOUT THE SUBSCRIPTION TO THE LICENSOR’S SERVICES NAMELY “[•]”, AND YOUR USAGE, AND ACCESS OF THE SERVICE AND SUBSCRIPTION OF THE SAME. BY ACCESSING AND USING THE SERVICE AND SUBSCRIPTION, YOU CONFIRM AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA, WE ENCOURAGE YOU TO NOT USE OR ACCESS THE SERVICE.
1.1. “Affiliates” of Party will mean and include any entity or association controlled by, controlling or under common control with such Party. For the purposes of this definition, the term “control” will mean the ownership of more than fifty percent (50%) of the voting shares in any entity or association.
1.2. “Content” means all data, content, information and materials provided and uploaded by You for use in connection with the Subscription, from time to time.
1.3. “Enhancements” shall mean any modification, update or addition to the Platform that, when made or added to the version currently being used by You, provides minor functionality enhancements but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Licensor to all its customers under Services (as defined below) without any additional costs.
1.4. “Intellectual Property Rights” means all rights including future rights in patents, designs, copyrights, trademarks, service marks, databases and typography rights (whether or not any of those is registered and including applications for registrations of the foregoing) together with all trade secrets, know-how and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of those which may subsist anywhere in the world.
1.5. “Licensee” shall refer to either the Personal User or the Business and the Business User who shall be granted the license to use and access the Services and Platform.
1.6. “M2M SIM card” will mean a machine-to-machine SIM card provided with the Telematics Unit by the Licensor. These SIM cards work only for transmitting data from the Telematics Unit to the Licensor’s servers. All other functionalities apart from Telematics Unit to Licensor’s server data transfer, like voice call and text message, are disabled on such SIM cards.
1.7. “New Version” shall mean any modification, upgrade or addition that, when made or added to Platform, provides major functionality enhancements or changes the overall utility, functional capability, or application.
1.8. “Platform” shall mean the platform named “[•]” accessed by You under this EULA. 1.9. “Services” refers to the vehicle tracking and fleet management services provided by the Licensor using the Telematics Unit attached to the vehicle and the Platform.
1.10. “Subscription” shall mean a license to use the Platform and the Services as offered by Licensor and as is made available for Your internal business use only.
1.11. “Subscription Fees” shall mean the charges, fees payable by the User for the use of the Services.
1.12. “Subscription Term” will mean the term for which the Licensee has availed the Subscription to the Services.
1.13. “Telematics Unit” means the hardware device used for providing Service, which is installed in the vehicle for (through) which such Services are provided.
1.14. “Warranty Period” refers to the warranty period for the Telematics Unit during which the Licensor shall provide the remedies as provided in Clause 2.5.6 provided below.
- SCOPE OF SERVICE AND GRANT OF LICENSE:
2.1. Scope of Service: Subject to payment of the Subscription Fees by the User or the employer of the User, the Licensor shall inter-alia provide the following Services to the Users: a. The Services with the help of the Telematics Unit and the Platform allows the User to track their vehicle fitted with Telematics Unit online on real time basis.
- The User will be able to generate reports based on the tracking history.
- The User will be able to opt for and get the Email/SMS alerts related to tracking of his vehicles.
Parties hereby agree that the scope or functionalities of Services may be amended from time to time by the Licensor.
2.3. Grant of License: Subject to compliance of the applicable terms and conditions herein, the Licensor grants Licensee and the authorized Users during the Subscription Term, a fixed-term, non-exclusive, non-transferable, revocable, non-sublicensable and limited Subscription to use and access the Services in the Territory. Nothing herein contained shall be construed as granting You any intellectual property right, including copyrights, regarding the Services except as expressly provided for hereunder.
2.4. Subscription Term and Subscription Fees:
2.4.1. The Licensee (either the Personal User or Business) shall pay, the Subscription Fees for availing the license for the User to use the Services and Platform for the Subscription Term. The details relating to the Subscription Fees and Subscription Term would be provided in the invoice and also made on the Platform for the Licensee.
2.4.2. On expiry of the Subscription Term, the Licensee will have the option to renew the Subscription Term by paying the Subscription Fees to the Licensor.
2.4.3. All Subscription Fees and charges under this EULA shall be exclusive of taxes and shall be borne by the Licensee.
2.4.4. The license to use the Services and Platform shall begin only upon the payment of the Subscription Fees and unless the license is renewed as per the terms of this EULA, it shall automatically terminate on the expiry of the Subscription Term.
2.4.5. In the event there is a delay of fifteen (15) days or more in the payment of the Subscription Fees by the Licensee, the Licensor reserves the right to suspend the license and Services if any Subscription Fees remain unpaid.
2.5. Commencement and use of Services:
2.5.1. After the delivery of the vehicle, on which the Subscription is applicable, by the dealer the User will be provided with a login link for signing up on the Platform in a welcome email. The User will have the option to set his/her password using the link.
2.5.2. The email id/phone number would be verified using a One Time Password by the User.
2.5.3. On signing into the Platform, the User may continue to use the Services on the Platform for the Subscription Term.
2.5.4. The terms and conditions shall continue to remain in force until the Licensee’s Subscription is terminated.
2.5.5. The User shall allow the Company’s representative at all reasonable times to attend and inspect the Telematics Unit.
2.5.6. If, during the Warranty Period, the User experiences a temporary discontinuation or disruption of Services due to Telematics Unit failure or any defects in the Telematics Unit, the Licensor shall, at its discretion, use its commercially reasonable efforts to either (a) replace the Telematics Unit in case of any inherent defect in the Telematics Unit which cannot be fixed; or (b) provide fixes for any defect in the Telematics Unit which can be fixed. In case the User experience any discontinuation or disruption of Services due to Telematics Unit failure, website outage or any other technical breakdown or any other reason whatsoever, Licensee will not be entitled to any compensation in any form. Further the Subscription Term for the vehicle on which such disruption of Services occurs will not be extended under any circumstances and will end on the last date of the Subscription Term.
2.6. Restrictions for use:
2.6.1. You shall not, directly or indirectly: i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, reproduce or otherwise make any changes to the Platform, or ii) use the Subscription in any manner to provide time-sharing, benchmarking or other computer services to third parties, except as expressly provided herein, or allow any third party to access or benefit from the functionality of the Subscription, or iii) use the Subscription for any purpose other than as provided under this EULA, or iv) allow use of the Subscription by anyone other than You, or v) reverse-engineer, modify, amend, reproduce, republish, translate into any language or computer language, re-transmit in any form or by any means, resell or re-distribute the Subscription without the prior written consent of Licensor, or vi) upload, transmit or otherwise make available in connection with the Platform any unsolicited or unauthorized advertising or promotional materials, which by way of illustration but not limitation includes “junk mail,” “spam”, “chain letters” and “pyramid schemes”, or vii) upload, transmit or otherwise make available in connection with the Subscription any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or viii) upload, transmit or otherwise make available in connection with the Subscription any Content that You do not have a right to make available under all applicable laws, or contractual or fiduciary relationships (which, by way of illustration but not limitation, includes inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements), or ix) upload, transmit or otherwise make available in connection with the Platform any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, which by way of illustration but not limitation includes viruses, time bombs, trojan horses and other malware; or x) violate (intentionally or unintentionally) any applicable local, state, national or international laws or regulations, including but not limited to those related to Intellectual Property Rights, privacy or security. You shall have no rights to the Platform other than as specifically granted herein. All rights not specifically and unequivocally granted to You are reserved by the Licensor.
2.6.2. The User shall not transfer the Telematics Unit or any part of it (including the M2M SIM card) from the original vehicle or device on which the Subscription is active. If such cases are discovered, the License suspend the Services or even terminate the Services immediately.
2.7. The User undertakes that the Services will be used by the User itself for its own purpose and will not be sublet or issued to any third party.
2.8. The User undertakes to permit access to Services only to its authorized personnel/employees/representatives. Any consequences of the access provided to any other persons by the User shall be liable to the User only.
2.9. The User or his representatives shall not violate/breach the security systems of the Licensor.
2.10. In case the User Telematics Unit is lost or stolen, the User shall inform the Licensor immediately. The Licensor will not be liable for any misuse on account of loss or theft of the Telematics Unit.
- OBLIGATIONS OF USER:
3.1. Account Management:
As a condition for using the Subscription, You shall be required to register with the Licensor and select a password and enter Your email address on the Platform. You shall provide the Licensor with accurate, complete, and updated registration information. You agree that failure to do so shall constitute a breach of this EULA, which may result in immediate termination of Your account. You will use the Subscription as directed by the Licensee, however, this shall in no manner undermine any authority or rights of the Licensor. You shall be responsible for maintaining the confidentiality of Your account. The Licensor shall not be liable for any loss of data or functionality caused directly or indirectly by You.
3.2. Compliance with Laws:
You will comply with all applicable local, state, national and foreign laws in connection with its use of the Subscription, including those laws related to data privacy, international communications, and the transmission of technical or personal data. You acknowledge that the Licensor exercises no control over the content of the information transmitted by You to the Platform. You will not upload, post, reproduce or distribute any information, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
3.3. Unauthorized Use; False Information:
You will: (i) notify the Licensor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to the Licensor immediately and use reasonable efforts to stop any unauthorized use of the Subscription that is known or suspected by You, and (iii) not provide false identity information to gain access to the Platform or use the Subscription.
3.4. System requirements:
The Licensee acknowledges that, for accessing and use of Your Subscription You may be required to use one or more compatible devices, internet services and certain software and may require obtaining updates or upgrades of the Platform from time to time. Because the access and use of the Subscription involves Telematic Units, hardware, software, and internet access, the Licensee’s ability to access and use of the Subscription may be affected by the performance of these factors.
3.5. Licensee’s Content:
You will be solely responsible for all Content transmitted on the Platform, and for ensuring that Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious or (iii) introduce any software viruses or other harmful or deleterious computer code, files, or programs, such as trojan horses, worms, time bombs, or cancelbots. You acknowledge and agree that the Licensor uses certain third-party tools for analytical purposes and may use Content and track Your usage of the Subscription for any purpose
including but not limited to research, analytics, and to improve Your services. You understand that the Licensor will not store or back up any of the Content on the Platform.
- INTELLECTUAL PROPERTY RIGHTS:
4.1. Any and all ownership rights to the Platform, Enhancements, New Version and branding thereof, including Intellectual Property Rights therein is the sole and exclusive property of the Licensor. This EULA does not grant You, any rights, title and interest in and to Platform, Enhancements, New Version, its contents, and branding thereof, except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted to You are reserved.
4.2. From time to time, You may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Platform or the Services. You hereby assign to the Licensor, all right, title and interest to such Feedback and an exclusive right to create any developments based on such Feedback.
4.3. You acknowledge and agree that the Platform will provide the reports (the “Reports“) with the use of Content provided by You into the Platform. All Intellectual Property Rights including the ownership rights in all such Reports generated shall vest solely with the Licensor.
4.4. You agree that the Licensee shall not assert, or authorize or assist, or encourage any third party to assert, against Licensor any infringement or misappropriation of Intellectual Property Rights related claim regarding the Platform, Enhancements, New Version or Reports.
- PRIVACY AND SECURITY
However, the User acknowledges and agrees that the Licensor may collect and use all data generated by or derived from the Services including the Telematics Unit fitted on the vehicle, for various purposes including but not limited to product design, engineering and performance monitoring.
6.1. “Confidential Information” shall mean information disclosed by one Party to the other and which includes, without limitation the financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, software product and services and any such other information. The Licensor’s Confidential Information shall include the information about the Platform, Enhancements and its New Versions. Confidential Information does not
include information which: a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by either Party without violating any confidentiality obligations stated herein; (d) is disclosed pursuant judicial order or requirement of the governmental agency or by operation of law.
6.2. The receiving Party shall keep Confidential Information and proprietary information and data received from the disclosing Party in strict confidence and shall not disclose it to any third parties except to a limited group of receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis. Each Party will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of the other Party’s Confidential Information as that receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use.
6.3. Upon request by the disclosing Party, the receiving Party shall immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information shall be and shall remain the sole property of the disclosing Party.
6.4. The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.
6.5. The confidentiality obligations stated herein shall survive for a period of five (5) years from the date of termination or expiration of this Agreement.
- BARRING/DEACTIVATION/TERMINATION OF SERVICES:
The Services would be barred/deactivated/terminated in the following cases:
7.1. If the User removes the Telematics Unit or any part of it and tries to install it on any other vehicle, the Services on the concerned vehicle Telematics Unit will be terminated by the Licensor.
7.2. The Service features and its quality, availability and/or reliability may be affected and/or the Licensor is authorized to reject, restrict, terminate, and/or interrupt the Services in full or in part, at any given time without any liability, at its sole discretion with respect to single or multiple Users without any advance notice for whatsoever reason and/or due to below-mentioned factors which may include but are not limited to:
- a) Modifications or amendments in the law, rules and regulations, guidance, release of order, etc. by the concerned government authorities.
- b) Modifications or amendments in Licensor rules and regulations, guidance, etc. which may be due to technological upgradations, and backend infrastructure breakdown, disruption in GPS/GSM/GPRS connectivity.
- c) Technology limitations of any sort or disruption in third party service provider with which the Licensor is associated.
- d) Force Majeure circumstance as mentioned in Clause 132.2.
- e) Any discrepancies/wrong information provided by the User.
- f) In case of misuse of Services or breach of any terms and conditions of this EULA by the User or use of services for wrongful reasons that breaches any laws or badly
affects the Licensor’s Service, the Licensor reserves the right to terminate the Services in respect of such Users/vehicles.
- g) The Company reserves the right to suspend/terminate the Services for any actions by the User or its successors, administrators, executors which jeopardizes the rights, property, or personal safety of the Licensor, its Affiliates, any third party, its other Users or the general public.
- h) For any other cases the Licensor reserves the right to suspend/terminate the Services for such Users at its sole discretion by giving reasonable notice to the User.
- TERM AND TERMINATION
8.1. This EULA will commence upon Your acceptance of the terms of this EULA through or your access to the Platform and the Subscription whichever occurs earlier, and unless earlier terminated as provided in this section (Term and Termination), will continue until the earlier occurrence of any of the following events:
- the end of the applicable Subscription Term;
- termination of Your account by the Licensor; or
iii. this EULA will immediately terminate upon Your breach of the terms of this EULA.
8.2. Upon the termination of this EULA, Your access to the Platform and the Subscription will immediately cease to exist.
You agree to indemnify, keep indemnified, defend (at the Licensor’s option) and hold harmless the Licensor, its Affiliates and its respective directors, officers, employees, representatives, from and against any and all claims and resulting losses, costs, liabilities, and expenses (including reasonable attorney’s fees), arising as a result of or in connection with (a) Your breach of or violation of applicable laws and regulations including but not limited to any applicable data privacy laws, (b) use of the Platform other than as permitted under this EULA; (c) any acts or omissions on Your part; (d) a third party claim for infringement or misappropriation based upon the Your combination or use of the Platform, Services or the Telematic Units with, services, or products developed by You or third parties; (e) any breach of obligations, representations and warranties by You; (f) the operation or otherwise in connection with the said Telematics Unit, whether such loss or damage is caused by the User or its employee or employees or any other person except the Licensor or its representative. The provisions of this section shall survive the termination of this EULA.
- WARRANTY DISCLAIMER
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE LICENSOR HEREBY DISCLAIMS ALL OTHER IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT LOSS OF DATA OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE LICENSOR FURTHER DISCLAIMS WARRANTIES THAT THE PLATFORM AND THE SERVICES WILL MEET THE YOUR REQUIREMENTS, THAT THE
OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY BUGS OR ERRORS OR DEFECTS WOULD BE FIXED OR THE PLATFORM WILL OPERATE IN COMBINATION WITH CONTENT OR SOFTWARES, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY THE LICENSOR. ALL SPECIFICATIONS, INFORMATION, AND OTHER MATERIALS PROVIDED BY THE LICENSOR TO YOU ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING ANY STATUTORY WARRANTIES THAT MAY APPLY TO SUCH SPECIFICATIONS, INFORMATION OR MATERIALS. YOU ACKNOWLEDGE THAT THE LICENSOR DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING, THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. FURTHER, YOU AGREE THAT THE DATA OR REPORTS GENERATED BY THE PLATFORM IS ONLY ‘INDICATIVE’ AND/ OR ‘INFORMATIONAL’ IN NATURE. THE LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE DATA OR REPORTS PRODUCED BY THE PLATFORM SHALL IN ANY MANNER SUIT THE YOUR REQUIREMENTS OR THAT SUCH DATA IS IN ANY MANNER ACCURATE, CORRECT, OR COMPLETE. IT SHALL BE YOUR SOLE RESPONSIBILITY TO VERIFY THE RESULTS OF THE DATA PRODUCED BY THE PLATFORM, ENTIRELY AT ITS OWN COST AND RISKS.
THE LICENSOR RESERVES THE RIGHT TO TEMPORARILY SUSPEND IN FULL OR PART THE SERVICES AT ANY GIVEN TIME WITHOUT NOTICE TO THE USERS, IF THE LICENSOR’S INFRASTRUCTURE FAILS OR REQUIRES UPGRADATION OR MAINTENANCE.
- LIMITATION OF LIABILITY
THE LICENSOR WILL NOT BE LIABLE UNDER OR FOR CONTRACT, NEGLIGENCE, LIABILITY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, (B) FOR ANY DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM AND/ OR SUBSCRIPTION. IN THE EVENT YOU ARE NOT SATISFIED WITH ANY TERMS OF THIS EULA OR THE PLATFORM AND/OR THE SUBSCRIPTION, THE SOLE REMEDY AVAILABLE TO YOU WILL BE TO TERMINATE THIS EULA, WITHOUT ANY LIABILITY ON THE LICENSOR.
All notices, demands, or consents required or permitted under this EULA will be in writing. Notice will be considered effective on the earlier of actual receipt or: (i) the day following transmission if sent by facsimile or email with pdf followed by written confirmation; (ii) one day (two days for international addresses) after posting when sent via an express commercial courier; or (iii) five days after posting when sent via post. Notice will be sent to the address for each party set forth on the first page of this EULA, or at such other address as will be provided by either party to the other in writing.
- GENERAL PROVISIONS
13.1. This EULA along with other policies referred under this EULA, constitutes the entire or sole legal agreement between you and Licensor and will govern the use of the Platform, Services and Subscription and will supersede and prevail over any prior agreements, whether oral or written, regarding the subject matter hereof.
13.2. Force Majeure: Neither party will be liable for any failure or delay in performing any of its obligations mentioned in this EULA, if such delay or failure is due to cause beyond its reasonable control including but not limited to natural catastrophes, acts of God, governmental acts or omissions or strikes or difficulties, epidemics, pandemic.
13.3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision contained under this EULA is invalid, then that provision will be removed from the EULA without affecting the rest of the EULA. The remaining provisions of the EULA will continue to be valid and enforceable.
13.4. The Licensor will have a right to assign this EULA to its Affiliates or any third parties at any time without notice to You.
13.5. This EULA shall be construed and governed by and in accordance with the laws of India. The Parties shall resolve any difference or dispute arising out of this Agreement by way of negotiations. If such negotiation process fails, then all disputes arising from or related to this Agreement shall be resolved by litigation and the courts of Pune shall have the exclusive jurisdiction to resolve the disputes between the Parties.
13.6. Any waivers and modifications must be in writing and signed by both parties. No delay or omission by either party in exercising any right or remedy under this EULA or existing at law or equity will be considered a waiver of such right or remedy.
13.7. By registering the details with Licensor, You agree that we may contact You with important information relating to the Platform or Subscription.
13.8. No agency, partnership, joint venture, or employment is created between you and the Licensor as a result of this EULA, and You do not have any authority of any kind to bind Licensor in any respect whatsoever.
13.9. Licensor may update the terms and conditions of this EULA, at its own discretion. Licensor hereby encourages You to check these terms and conditions on a regular basis to be aware of the changes made to it which are also available on [Insert hyperlink] for the most recent version.