This End User License Agreement (“Agreement” or “EULA”) governs your use of the Fleetworthy Comply software, (including all related documentation, manuals, and instructions, the “Software”). This Agreement is a binding agreement between Fleetworthy Solutions, Inc. (“Company”) and you. The Company only offers this Agreement to a business entity (“Customer”) that has entered into an Order Form for Services, including associated Supplements (as defined in the Order Form) and General Terms and Conditions for such services (collectively the “Service Agreement”) with the Company. You represent and agree that (i) you are entering into this agreement on behalf of the Customer you are employed or affiliated with, (ii) you have full legal capacity and authority to bind such Customer to this Agreement, and (iii) the terms “Authorized User”, “you” or “your,” as used herein shall, unless the context otherwise reasonably requires, refer to both (A) such Customer, and (B) the individual or individuals accessing or using the Software as authorized by such Customer.
IF YOU DO NOT MEET THE REQUIREMENTS ABOVE, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SOFTWARE.
ACCESS IS GRANTED TO YOU BASED ON YOUR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND THE SERVICE AGREEMENT BETWEEN YOU AND THE COMPANY. THE SOFTWARE IS LICENSED, NOT SOLD, TO YOU.
THE COMPANY PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY USING THE SOFTWARE YOU ARE AGREEING FOR YOURSELF AND THE CUSTOMER LICENSING THE SOFTWARE AND COMPANY MATERIALS (DEFINED BELOW) THAT (A) YOU AND THE CUSTOMER ACCEPT AND WILL BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND (B) YOU REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST NOT USE THE SOFTWARE.
“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Hosted Services.
“Authorized User” means (1) any Person to whom, pursuant to this Agreement, the Company has granted a right to access and use the Software, including any employee, contractor, partner, or agent of the Customer, or (2)
any entity (and its employees) to which, pursuant to this Agreement and through the acceptance of this Agreement by an authorized representative, the Company has granted such right. All Authorized Users are bound by the terms of this Agreement.
“Customer Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from the Authorized User by or through the Software.
“Customer Systems” means the Authorized User’s or the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems, and networks, whether operated directly
by the Authorized User or through the use of third party services.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret,
database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Person” means an individual, including employees, agents, and contractors, as well as a corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC), “Personal Information” as defined under the Children’s Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.
“Process” means to take any action or perform any operation or set of operations that the Software is capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
“Company Systems” means the information technology infrastructure used by or on behalf of the Company in performing the services related to the Software, including all computers, software, hardware, databases, electronic
systems (including database management systems) and networks, whether operated directly by Company or through the use of third party services.
Company Materials” means the Software and related Specifications, Documentation and Company Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by the Company or any Subcontractor in connection with the Software or otherwise comprise or relate to the Software or Company Systems. For the avoidance of doubt, Company Materials include Resultant Data and any information, data or other content derived from the Company’s monitoring of the Authorized User’s access to or use of the Software, but does not include Customer Data.
“Resultant Data” means information, data, and other content that is derived by or through the Software from Processing Customer Data that has all Personnel Information removed from the data and is sufficiently different
from such Customer Data that such Customer cannot be identified from the inspection, analysis or further Processing of such information, data or content.
The defense and indemnification obligations under this Section 15.2 are expressly limited in the amount of monetary liability that Company will provide and/or incur for both its defense and indemnification obligations (in aggregate) by the amount set forth in the Cap on Monetary Liability provision in Section 5.3 of the General Terms and Conditions of the Services Agreement.