License agreement

IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU AND VALTO INFORMATION TECHNOLOGY LLC. READ IT CAREFULLY BEFORE USING THE SOFTWARE/SERVICE. IT PROVIDES A LICENSE TO USE THE SOFTWARE/SERVICE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY USING THE SOFTWARE/SERVICE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE/SERVICE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT USE THE SOFTWARE/SERVICE AND CANCEL YOUR ACCOUNT FROM YOUR PLACE OF PURCHASE FOR A FULL REFUND.

THIS EULA SHALL APPLY ONLY TO THE SOFTWARE/SERVICE SUPPLIED BY VALTO INFORMATION TECHNOLOGY LLC HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

Valto Information Technology LLC (“Valto,” “we,” or “us”) provides the Vertex Intelligent Fleet Management Solution (Vertex IFMS) that allows you (“you”) to view the locations of your vehicles using a web browser connected to the Internet (“Service”). These Terms of Service (“Terms”) set forth the terms and conditions of your use of the Service. By setting up a Vertex IFMS account, by using the Service, you agree to these Terms.

Account Setup

To use the Service, you need to set up a Vertex IFMS account. If you're establishing an account through a Vertex IFMS distribution partner, account options (such as the ability to participate in upgrades, downgrades, and conversions) and payment requirements made available to you may vary from those described in these Terms; however, these Terms govern your use of the Service and your relationship with us.

When you select an account, we prompt you for registration information, such as your name, email address, account password, and mailing address. All of this registration information is protected by our Privacy Policy, the most current terms of which are incorporated by reference.

Storage and Confidentiality

After setting up your account, you can start monitoring and managing your fixed or moving assets. In order to make the Service available to you, we need your permission to sync and store the information from your vehicles. Accordingly, you hereby grant to Vertex IFMS a license: (i) to use, copy, transmit, distribute, store and cache data, solely to provide the Service to you.

Your data is not accessible by third parties unless you elect to make them available to others through the Service. We respect the privacy and confidentiality of your data, so we agree never to disclose your data to anyone unless you instruct us to do so or a court orders us to disclose them, as provided in our Privacy Policy.

Free Trials

Paid Accounts may have a free trial period, if offered by Vertex IFMS, during which time the account can be used without charge (a “Free Trial”). Vertex IFMS reserves the right to limit the eligibility and storage capacity for Free Trials, and, for Group Accounts, the number of Group Users. For example, if you have previously used the Service on a trial basis or have previously paid for a Vertex IFMS account, then you are not be eligible for a Free Trial unless we determine otherwise. If you're eligible for a Free Trial, you will be charged for your selected account at the end of the Free Trial unless you cancel the account prior to the end of the Free Trial. If you're not eligible for a Free Trial, you will be charged for your account upon registration.

Subscription Period and Subscription Fees

Subscription Period. The subscription period for Paid Accounts and Group Accounts can be month-to-month, yearly, or another duration described in the account features for your account (“Subscription Period”).

Subscription Fees. Group Accounts and Paid Accounts are subject to fees based upon the account type you've selected (“Subscription Fees”). If you set up a Paid Account or Group Account but don't cancel it by the end of the Free Trial, Vertex IFMS will charge you the current fee for the type of account you've chosen, plus applicable taxes. For renewals, Vertex IFMS will automatically charge you the amount of the then-current fee for your type of account, plus applicable taxes. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that Vertex IFMS shall have no liability to you arising out of the acts or omissions of such third parties.

Renewals and Cancellations

Accounts subject to Subscription Fees shall automatically renew for the same Subscription Period unless you cancel the account by the end of the then-current Subscription Period. Only the Admin can cancel a Group Account. You can cancel your account at any time by contacting customer service. Cancellation will be effective immediately. Please note that after you cancel your account, you will not be able to use or access the Service and you will not be entitled to a refund of any fees that you've paid. For Group Accounts, after the Admin cancels the Group Account, Group Users will not be able to use or access the Service.

Special Features

Vertex IFMS accounts may have optional features which you may enable or disable through the Support.

Requirements to Use the Service

To use the Service, you'll need to have a compatible computer or mobile device with Internet access. If you access the Service using a wireless data plan on your mobile device, you may incur increased charges from your wireless carrier. You are responsible for paying all wireless charges and for all equipment and other third party services you use to access Service. You must have all necessary rights to grant the licenses to Vertex IFMS set forth in these Terms and you represent and warrant to Vertex IFMS that you have such rights and that Vertex IFMS’s exercise of the licenses will not violate applicable law or infringe or violate the rights of any party. You understand and agree that the Service may include certain communications from Vertex IFMS, such as service announcements and administrative messages, and that these communications are considered part of your subscription and you will not be able to opt out of receiving them. Vertex IFMS may also send you promotional offers and news about Vertex IFMS, but you can opt out from receiving those communications at any time unless you have a Free Account.

Usage Restrictions

General Restrictions. Your account and any specific URL associated with your account are for your individual use only. You may not resell accounts or any account features. You agree that you will not use the Service to disseminate any advertising, promotional materials, or spam. You agree that you will not use the Service to monitor and track vehicles not under your ownership or on which you do not have the legal rights to monitor and track, violate or infringe the rights of third parties, or expose Vertex IFMS to any actual or potential civil or criminal liability. Vertex IFMS reserves the right in its sole discretion to take any action that it deems necessary if you violate these Terms, including suspension or termination of your account.

Service Limitations

Vertex IFMS uses reasonable efforts to make the Service available 7 days a week 24 hours a day. However, Vertex IFMS does not guarantee availability of the Service, shall not have any liability to you for any unavailability of the Service, and is under no obligation to provide you with maintenance, technical support or updates for the Service unless provided in conjunction with your plan type and, if provided, in the manner as determined by Vertex IFMS from time to time. We reserve the right to suspend access to your account if your use of the Service disrupts, impedes or otherwise negatively impacts the operation of the Service or the use of the Service by other customers.

License to Use the Service and Software

License. Subject to these Terms, Vertex IFMS grants you a non-exclusive, non-transferable license when you set up a Vertex IFMS account, to use the Software to access and use the Service for your own use. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Software or Service, ownership of which is retained by Vertex IFMS and its suppliers, as applicable. Software updates are governed by these Terms. The Software is licensed, not sold, to you for use only under these Terms, and Vertex IFMS reserves all rights not expressly granted to you. Elements of the Software may not be used separate from the Software as a whole unless subject to a license granting separate use. Except as expressly authorized in these Terms or allowed by applicable law, you may not use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing.

Compliance with Laws. You agree to comply with any local laws and regulations regarding your right to use the Software and/or Service. You acknowledge and agree that the Software is controlled for export purposes and that your use of the Software may be subject to audit to ensure compliance with these Terms. You agree to (i) strictly comply with all export laws and regulations and all treaties, Executive Orders, laws, statutes, amendments, or supplement thereto, including all applicable international, national, state, regional and local laws, and regulations (ii) not export, re-export or transfer, directly or indirectly, the Software to any prohibited country outlined in the EAR, or to any denied person, entity, or against any general denial order, as listed with the DOC as follows: Denied Persons List, Entities List, the Unverified List, and General Order No. 3 to Supplement No. 1 to Part 736 of the EAR, or on any OFAC list, currently the Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, (iii) not export, or re-export the Software to any military entity or military end-use not authorized under the applicable provision of the EAR, and (iv) not to license, sell, provide or distribute the Software for any prohibited use or to any prohibited end user.

Term and Termination

Your rights to use the Service and Software are effective through the end of applicable Subscription Period unless earlier terminated. These Terms will terminate immediately without notice to you upon the earlier of (i) notice of your election to cancel your account, (ii) the posting of a new version of these Terms on the Vertex IFMS website with notice to you (which you acknowledge that Vertex IFMS may provide by any means, including without limitation, by posting on the Vertex IFMS Site), in which case the new Terms shall apply to you; provided, however, that except for updates to the Vertex IFMS Privacy Policy that do not decrease privacy protections afforded to you or for the addition of account features, no such change shall be effective until the renewal of your Subscription Period and provided further that Vertex IFMS shall give you advance notice of any price increases and you will be charged, and agree that Vertex IFMS may charge your credit card, for such increases unless you cancel your account prior to the end of your then-current account Subscription Period, or (iii) your breach or failure to comply with any term or condition of these Terms. Further, Vertex IFMS reserves the right to terminate these Terms and your account without prior notice and without liability to you upon requests by government and/or law enforcement agencies.

For Free Accounts, account features may be limited, modified or suspended, and the Free Account may be terminated, by Vertex IFMS at any time at its sole discretion without notice or liability to you. Vertex IFMS may terminate your Paid Account or your Group Account (i) effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you; and (ii) without cause during the Subscription Period provided that Vertex IFMS returns a pro rata portion of the Subscription Fee to the party who has paid for the account.

Upon termination, the licenses granted to you by Vertex IFMS shall cease, you will not be able to access or retrieve any data stored in your account. If you terminate your account, you agree that Vertex IFMS may keep your data on its servers for reasonable time thereafter to enable you to easily renew if you so desire.

In the event of expiration or termination of your account, the representations made by you in these Terms and the Sections entitled “Compliance with Laws,” “Governments,” “Term and Termination,” “Rights of Co-Brand Partners,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” and “General” shall survive such expiration or termination.

Rights of Co-Brand Partners

If you have created an account through a co-branded version of the Service, you hereby authorize Vertex IFMS to provide your email address to the applicable Vertex IFMS co-brand partner. You acknowledge and agree that Vertex IFMS has no control of, and shall have no liability to you for, the use of your email address by the co-brand partner. It is your obligation to review and separate privacy policy or additional terms that may apply to a co-branded version of the Service.

Disclaimer of Warranties

THE SOFTWARE AND THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTEX IFMS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VERTEX IFMS DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE SOFTWARE OR THE SERVICE WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND SERVICE REMAINS WITH YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERTEX IFMS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (AND WITH RESPECT TO FREE ACCOUNTS AND VERTEX IFMS SUPPLIERS, FOR ANY DIRECT DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE EVEN IF VERTEX IFMS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend and hold Valto Information Technology LLC and its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees, resulting from (i) an violation or breach of these Terms by you, (ii) any activity related to access or use of your account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your account and/or data, or (iii) Valto Information Technology LLC's authorized use of data or other content provided by you or obtained by Vertex IFMS as authorized by you under these Terms.

General

We hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. For more information on how to obtain such protections see GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Vertex IFMS does not endorse any particular provider or service that enables parental controls.

If you use the Software and/or Service, (i) any dispute between you and Valto Information Technology LLC, specifically excluding actions by Valto Information Technology LLC to enforce and protect its rights in the Service and/or Software, shall be resolved through binding arbitration conducted through the Dubai Courts; (ii) you and Valto Information Technology LLC agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding; (iii) unless both you and Valto Information Technology LLC agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding; and (iv) you acknowledge and agree that you are waiving a right to litigate applicable disputes in court before a judge or jury. The parties consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Dubai, United Arab Emirates, for all claims arising out of or relating to these Terms or the relationship between the parties other than for disputes governed under the preceding sentence. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of Valto Information Technology LLC. Any assignment in violation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. Valto Information Technology LLC shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between Valto Information Technology LLC and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third party beneficiaries to these Terms. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Last updated 21-04-2014