Terms and conditions

PLEASE READ THIS USER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY VETURILO LLC ("Supplier" or “Company”). BY REGISTERING WITH THE VETURILO SERVICE, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO THE VETURILO SERVICE AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Definitions

Services: Supplier’s hosted, internet accessible, cloud based software service, under the name Veturilo, made available to Customer on a subscription term basis under this agreement at https://www.veturilo.io/terms-of-use or any other website address as may be notified to Customer (“Portal”).

Subscription Term: Period which Customer will be granted by Supplier online access and use of the Services according to elected plan.

Software: The object code version of Veturilo software and/or any software to which Customer is provided access as part of the Services, including any updates or new versions.

Documentation: The user guides, on line help, training materials and any other documentation made available to Customer regarding use of Services

Registered OBD II Device: Means the On-Board Diagnostic device supplied by Supplier, or other similar hardware devices operating on Supplier’s software, that Customer has registered according to elected subscription plan (one subscription per OBD II Device), each OBD II Device connected to a single linked Customer vehicle (“Vehicle”), supported by Services, and giving opportunity to Customer to view and project Content (as defined on art. 7.1. below)

Personal Data and Data Subject have the meaning ascribed to them in the Data Processing Addendum (“DPA”), which forms an integral part of the Terms of Use.

Article 1 - Grant

Subject to Customer’s compliance with the terms and conditions set forth herein, Supplier hereby grants to Customer a non-exclusive, non-assignable, limited right to access and use the Services, solely for Customer’s internal business operations, and up to the maximum number of Registered OBD II Devices documented herein, during the whole Subscription Term.

Article 2 - Registered OBD II Devices Subscriptions

The maximum number of OBD II Devices authorized by Customer to access and use the Services shall not exceed the number of subscriptions Customer has purchased as set out in Schedule A.

Each subscription corresponds to a unique Registered OBD II Device which, once subscribed, will enable Customer to use Services by a password protected access to the Portal. Customer is responsible for maintaining the security of its account and password. Customer shall permit, upon Supplier’s written request, the latter to audit the Services for any underpaid subscriptions. Any person performing such audit shall protect the Customer’s confidential information and abide by the Customer’s reasonable security procedures.

Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation.

Article 3 – Restrictions

Customer shall not:

  1. modify, alter, adapt, copy, translate, perform and display or create derivative works based on Software or Services or proceed to any action that may be properly characterized as copyright infringement by the applicable law.
  2. decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code for Software.
  3. Merge or bundle Software with other software
  4. Except as permitted under article 1 and 2, sell, license, lease, publish, display (publicly or otherwise), distribute or otherwise transfer or by any means make available –either directly or via another reseller- to a third party the Services.
  5. Duplicate, copy or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts (including the look and feel of the Services).
  6. Access, store, distribute or transmit any viruses or any material during the course of its use of the Services that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, depicts sexually explicit images and/or causes damage or injury to any person or property.

Without prejudice to any other Supplier’s rights and remedies, Supplier reserves the right, without liability to the Customer, to disable Customer’s access to any material that breaches the restriction provisions of this clause.

Article 4 - Customer’s obligations

Customer undertakes to:

  • provide reasonable information and assistance to Supplier to enable the Services to be rendered.
  • Comply with all applicable local, state, national and foreign laws in connections with its use of the Services
  • Notify Supplier immediately of any unauthorized use of the Services
  • Designate a qualified employee as Customer’s administrator for the Services.
  • Collect, input, update all Registered OBD II Devices and driver’s and/or occupant’s of Vehicle data and material provided for use in connection with the Services.

Article 5 - Payment

Customer shall pay subscription fees to the Supplier for the Registered OBD II Devices subscriptions and order Services in accordance with this clause and applicable subscription plan elected by Customer.

Payment of the amounts due to Supplier shall be made in accordance with the payment schedule set forth on pertinent payment schedule. The Customer shall provide to Supplier valid and complete contact and billing details on the Effective Date. Unless expressly provided otherwise, fees are non-refundable.

The fees set forth in Schedule A are exclusive of all federal, state, municipal, or other government excise, sales, use, value added or other taxes now in force or enacted in the future, and Customer shall pay any such tax (excluding taxes on Supplier’s net income) that Supplier may be required to collect or pay now or at any time in the future with respect to such fees.

Article 6 - Ownership of intellectual property

Software, with all its components, including the source code, documentation, appearance, structure, organization, its preparatory design material etc, is protected by copyright and other intellectual property laws and treaties. Customer acknowledges that Supplier is the exclusive owner and owns all proprietary right of Veturilo Software, the Service, the Portal (including URL’s) and all intellectual property rights associated with, including software and copyrights, even if Supplier incorporates into the Portal suggestions made by Customer. Nothing in this Agreement grants Customer any ownership right in the Software or the Service. Customer may not transfer for value or use the Service for any commercial purpose other than that described in this Agreement.

Customer shall report promptly to Company any third party claim relating to the intellectual property rights in the Services or the Software or any associated documentation, or in Supplier’s trade marks that comes to the Customer’s attention.

Article 7 - Content and Personal Data

Customer owns all content (including Personal Data) processed in relation to the provision of the Services, such as traffic, behavioural, and diagnostic data, driver’s data, reports etc. Customer is solely responsible for the legality, reliability, integrity, accuracy and quality of the Content. For the avoidance of doubt, Customer is solely responsible to inform drivers, occupants of Vehicle and any and all Data Subjects, whose Personal Data is processed by using the Services, about the scope, the purpose, the duration and the means of the Processing, their rights with respect to the Processing, and to acquire the consent of the Data Subjects, whose Personal Data is being processed by using the Services.

7.2 Supplier may suspend or terminate use of Services and this Agreement immediately upon receipt of any notice, which alleges that Customer has used Services for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, or that may violate data protection and privacy laws etc.

Article 8 - Confidential information

Customer understands that Supplier has disclosed or may disclose information that is confidential or proprietary in nature, whether explicitly designated as such or not, relating to Supplier’s business and especially to details of the Services and/or Software, which to the extent previously, presently or subsequently obtained by Customer is hereinafter referred to as “Confidential Information.”

Customer agrees:

  1. to hold Confidential Information in strict confidence and to take all reasonable precautions to protect the Confidential Information (including, without limitation, all precautions it employs with respect to its most confidential materials);
  2. not to divulge any Confidential Information or any information derived there from to any third party, including, but not limited to, any affiliated entity (even if owned or controlled by Customer);
  3. to only use Confidential Information in its performance of the obligations under this Agreement.

Article 9 - Warranty disclaimer

Supplier makes no representations or warranties or conditions of any kind concerning the Service, the Registered OBD II Devices, the products or their use, accuracy, function and shall not be liable in any manner for any representation or warranty or condition of any kind. Specifically, Supplier and third parties disclaim all warranties, express, implied, or statutory, regarding the Services, the Software, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No representation or other affirmation of fact regarding the Portal, the Registered OBD II Devices and the Services shall be deemed a warranty or guarantee for any purpose or give rise to any Supplier’s liability of third parties whatsoever. Customer acknowledges that it relied on no warranties or statements other than as may be set forth herein.

Customer expressly acknowledges and agrees that the use of or any reliance upon any information or content available through the Services is solely and completely at Customer’s own risk and responsibility. Customer is solely responsible to ensure that Customer (and/or any driver or occupant of the Vehicle) exercise good judgment and obey traffic rules and all other applicable laws and regulations, when operating the Vehicle, accessing and/or using the Services, permitting others to use the Vehicle, and/or evaluating whether the use of any of the Services’ features is safe and legal under the circumstances. The diagnostic/maintenance data and any other content available through the Services are informational only and are designed to help identify the likely source of a problem based on the diagnostic codes triggered and are not intended to replace actual in-person service evaluations.

Customer expressly acknowledges and agrees that, in case the Vehicle loses battery power, sustains damage to critical electrical wiring and subsystems for any reason (including before, during, or after an accident), or if the Registered OBD II Device becomes loose as a result of a collision or other incident, the Services shall not operate.

Article 10 - Limitation of liability

Except as provided in the indemnity section herein below, Supplier shall not be liable to Customer or any third party for any incidental, indirect, exemplary, special or consequential damages, under any circumstances, including, but not limited to, lost profits, revenue or savings, loss of goodwill, even if licensor had been advised of, knew, or should have known, of the possibility thereof. Under no circumstances shall Supplier’s aggregate cumulative liability hereunder, whether in contract, tort, or otherwise, exceed the total amount of fees actually paid by Customer under this agreement during current. Customer acknowledges that the fees paid reflect the allocation of risk set forth in this agreement and that Supplier would not enter into this Agreement without these limitations on its liability.

Article 11 - Indemnification

Supplier shall defend, indemnify and hold Customer harmless, from and against any and all claims of infringement of a US patent, copyright or trademark, asserted against Customer by a third party, and arising out of Customer’s use of Services in accordance with the terms of this Agreement provided that Supplier shall receive by Customer:

  1. prompt written notice of such claim,
  2. the exclusive right to control and direct the investigation, defence and settlement of any such claim and
  3. all reasonable necessary Customer’s cooperation.

If Customer’s use of Services is enjoined due to the type of infringement specified above, or if required by settlement, Supplier may:

  1. substitute Services with similar,
  2. make such necessary modifications/replacements to Services to permit non infringing usage by Customer,
  3. procure the right to continue use.

However, Supplier shall have no liability whatsoever for any claim based on or arising out of:

  1. use of Services in a manner or modification otherwise than as contemplated by this Agreement; or
  2. unauthorized Services use or use after notice of alleged or actual infringement.

Article 12 - Termination

Unless sooner terminated, the term of this Agreement will continue for elected Subscription term. Either party shall have the right at any time, by giving notice in writing, to terminate this Agreement without liability to the other on the occurrence of any of the following events:

  1. if the other party commits a breach of any of the terms and conditions of this Agreement and such breach has not been rectified within 30 days after receipt of notice to rectify served on the defaulting party by the other party;
  2. if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, is liquidated, voluntarily or otherwise, or suffers any similar action in consequence of debt;
  3. if Customer engages in illegal activities; or

In the event of the expiration or termination of this Agreement for any reason:

  1. all license granted shall immediately terminate;
  2. each party shall return and make no further use of any equipment, property or other’s party’s items
  3. Supplier may destroy or otherwise dispose of any of the Customer Data in its possession.

Article 13 – Notices

Any notice, request, instruction or other document to be given under this Agreement to any party hereunder shall be in the English language.

Article 17 – Waiver

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this agreement.

Article 18 – Integral Part

The Schedules and the Data Processing Addendum to this Agreement constitute an integral part hereof.

Article 19 – Authentic text

The English language text of this Agreement shall be the only authentic text.

Article 20- Force Majeure

Neither party is liable for any failure or delay in performance due to any cause beyond its control and has no obligation arising out of the abnormal use of any items, site conditions nonconforming to specifications, or any cause external to any item, including but not limited to accident, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightening, electrical disturbances or other similar causes. Such events, occurrences or causes do not include inability to meet financial obligations. The time of performance hereunder is extended by a period of time lost because of such delay.

Article 21 – Assignment

Customer may assign or transfer this Agreement in whole or part only with the prior written consent of Supplier, which consent shall not be unreasonably withheld or delayed. Upon written notification, Supplier may assign or transfer this Agreement in whole or part and all or part of the payments to the extent that Supplier’s obligations to Customer are not affected.

Article 22 – Governing law, Jurisdiction

Any dispute arising hereunder shall be exclusively construed in accordance with the laws of the State of Delaware without regard to principles of conflict of laws. For the purpose of this agreement, Customer consents to the personal jurisdiction and venue of the court located in Chancery, State of Delaware, without prejudice to the provisions of the DPA, including Article 9 of the DPA. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected.

Article 23 – Other Documents

The following Other Documents attached hereto are incorporated and made a part of the Agreement:

  • Data Processing Addendum

BOTH PARTIES ACKNOWLEDGE READING THIS AGREEMENT INCLUDING ITS OTHER DOCUMENTS, AND AGREE TO BE BOUND THEREBY.

Veturilo Terms of Use – Version: September 8th 2019