End User License Agreement for Platform Science Apps
Platform Science’s proprietary Apps (“Platform Science Apps”) are licensed, not sold, to Customer. Customer’s license to each Platform Science App is subject to this End User License Agreement (this “EULA”), as well as the terms and conditions of the agreement which references this EULA (the “Agreement”). Any Platform Science App that is subject to this EULA is referred to herein as the “Licensed Application.” Platform Science reserves all rights in and to the Licensed Application not expressly granted to Customer under this EULA.
Platform Science may, in its sole discretion, make changes to this EULA from time to time. Any changes made will become effective when posted, and Platform Science agrees the changes will not be retroactive. If such changes are material, Platform Science will also notify Customer within the service or by sending an email. If Customer continues using the Platform Science Apps after any updates, that means the updates have been accepted. It is Customer’s obligation to read, understand and agree to the latest version of the Agreement. The legend at the top of this EULA indicates when it was last changed. In the event of a direct conflict between this EULA and the Agreement, the Agreement will control.
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Scope of License. Subject to the terms and conditions of the Agreement, including this EULA, Platform Science grants to Customer, during the Term, a non-exclusive, non-assignable, nontransferable, non-sublicensable license to use the Licensed Application on Hardware owned or controlled by Customer and solely for Customer’s internal business use. The terms of this EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Platform Science that replace or supplement the original Licensed Application. Customer may not transfer, redistribute or sublicense the Licensed Application. Customer may not copy (except as permitted by this license), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any Open Source Components included with the Licensed Application).
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Consent to Use of Data by Platform Science. Customer agrees that Platform Science may collect and use technical data and related information—including but not limited to technical information about Customer’s device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to Customer (if any) related to the Licensed Application. Platform Science may use this information, as long as it is in a form that does not personally identify Customer, to improve its products or services or technologies, or to provide products or services or technologies to Customer, or as otherwise permitted in the Agreement.
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Data Transfer Fees. Customer is responsible for any fees associated with data usage or data transfer resulting from use of the Licensed Application on Customer’s devices, unless to the extent otherwise agreed to in writing by the parties.
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Termination. This EULA is effective until termination of the Agreement. Customer’s rights under this EULA will terminate automatically if Customer or its end users fail to comply with any of its terms.
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External Services. The Licensed Application may enable access to Platform Science’s and/or third-party services and websites (collectively and individually, "External Services"). Customer agrees to use the External Services at Customer’s sole risk. Although Platform Science may review third-party External Services from time to time for its own purposes, Platform Science is not responsible for examining or evaluating the content or accuracy of any third-party External Services and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Platform Science or its agents. Customer will not use the External Services in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of Platform Science or any third-party. Customer agrees not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Platform Science is not responsible for any such use. External Services may not be available in all languages, and may not be appropriate or available for use in any particular location. To the extent Customer or its end users choose to use such External Services, Customer is solely responsible for compliance with any applicable laws. Platform Science reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to Customer.
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No Warranty. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE LICENSED APPLICATION IS AT CUSTOMER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PLATFORM SCIENCE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PLATFORM SCIENCE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
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Indemnification. Customer will indemnify and hold Platform Science, its affiliates, and their respective officers, directors and employees harmless from and against any and all defense costs (including reasonable attorneys’ fees and other litigation expenses), fines and penalties imposed, negotiated settlement amounts, and court-awarded damages in connection with claims, demands, actions, proceedings and suits brought or commenced by a third party to the extent resulting or arising from (i) Customer’s breach of the material terms of this EULA, (ii) Customer's actual or alleged use or modification of the Platform Science Apps, or in any manner not authorized by the Agreement; (iii) Customer's failure to comply in all material respect with laws, rules, or regulations applicable to Customer, Customer's business, or Customer's use of the Platform Science Apps, or Customer's violation of the rights of a third party, or (iv) any accident in which one of Customer's vehicles is involved in which the software or products (including the Platform Science Apps) supplied by Platform Science are installed and/or used.
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Export Prohibitions. Customer may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, Customer represents and warrants that Customer is not located in any such country or on any such list. Customer also agrees that it will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
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Compliance with Law. Customer acknowledges and agrees that it shall comply with applicable laws, rules, and regulations when utilizing the Licensed Applications including, but not limited to, those imposed by the Federal Motor Carrier Safety Administration.
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Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Diego, California and the parties hereby consent to exclusive personal jurisdiction and venue therein.
FOR PLATFORM SCIENCE NAVIGATION-BASED APPLICATIONS
Warning & Disclaimer: Platform Science cannot guarantee the accuracy of the information contained in the Licensed Application and shall not be subject to liability for any errors or omissions. Information in the Licensed Application and its accompanying materials is subject to change without notice and does not represent a commitment or endorsement on the part of Platform Science. The Licensed Application suggested routings and data are based on third party map data. This data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. Customer assumes full responsibility for any delay, expense, loss or damage that may occur as a result of the use of the Licensed Application. Platform Science shall not be held responsible for any consequences resulting from route calculation, even though Customer considers the route/itinerary not to be the most direct, nor the shortest or the least expensive.
The Licensed Application and the data are only a help for navigation. Using the Licensed Application while driving can be distracting and dangerous. Customer must respect locally applicable traffic rules and regulations and exercise caution and use the Licensed Application with common sense. The reality observed on the road, and the traffic rules and regulations, always take precedence over the information provided by the Licensed Application or the data. Customer must always control its vehicle, and its speed. Customer must be able to react properly and execute every appropriate maneuver. Customer must adopt prudent and respectful behaviour at all times with respect to other vehicles and pedestrians. Platform Science shall not be held responsible for any information provided by the Licensed Application including, any map data, traffic data or any route calculation. Customer’s use of this real time route guidance Licensed Application is at its sole risk. Tracking and location data may not be accurate or timely. Platform Science shall have no liability in case of a breach of these obligations.
Restrictions. Except where Customer has been specifically licensed to do so by Platform Science, and without limiting the preceding paragraph, Customer may not (a) use this data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.
END USER LICENSE AGREEMENT FOR HERE DATA
The Licensed Application may include geocoding functionality and other elements provided by HERE Global B.V. and its affiliates and suppliers (collectively, “HERE”) included in the Licensed Application, if any, as well as to HERE data Customer obtains separately that is formatted for use with the Licensed Application. In the below terms, Customer is referred to as “You”, “Your” “End User” or “Customer”. Accordingly, when applicable, Customer’s use of such elements of the Licensed Application (“HERE Elements”) is also governed by:
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The following additional terms:
1. Customer will not: (a) use any HERE Elements except with or for Customer’s own internal business or personal use; (b) use any HERE Elements within the Licensed Application with geographic data from competitors of HERE; (c) reverse-engineer or archive the HERE Elements; and (d) export the HERE Elements(or derivative thereof) except in compliance with applicable export laws, rules and regulations.
2. Customer will: (a) stop using the HERE Elements if Customer fails to comply with the terms and conditions of this EULA, including HERE’s Service Terms for End Users; (b) be bound by the restrictions and obligations (including copyright notices located at:
https://legal.here.com/terms/general-content-supplier/terms-and-notices/(or as notified by HERE to Customer).
3. HERE affirmatively disclaims any warranties, express implied or otherwise, of quality, performance, merchantability, fitness for a particular purpose and non-infringement.
4. HERE affirmatively disclaims liability for any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action arising out of the use or possession of the HERE Elements; or for any loss of product, revenue, contracts or savings, or any other direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use the Here Elements, any defect or inaccuracy in the HERE Elements, or the breach of these terms or conditions, whether in an action in contract or tort or based on a warranty, even if Customer, HERE or their affiliates or suppliers have been advised of the possibility of such damages.
5. Platform Science does not make or imply any warranties on behalf of HERE, its affiliates or their data suppliers or provide any right of liability or indemnity against HERE, its affiliates or their data suppliers.
