Mobile App License Agreement

Please read this agreement carefully before using this software.

MOBILE APP LICENSE AGREEMENT

BY DOWNLOADING, USING THE SOFTWARE OR CLICKING THE “AGREE” BUTTONS ON REGISTERING TO USE THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT WHICH CONSIST OF THE MOBILE APP LICENSE AGREEMENT, THE UI CONSENT TERMS AND THE PRIVACY POLICY. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT YOU MAY NOT REGISTER TO USE THE SOFTWARE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO ENTER INTO THIS AGREEMENT ON THEIR BEHALF. 

IN ORDER TO USE THE SOFTWARE, USER NEEDS TO: (1) POSSESS A VALID DRIVER’S LICENSE NECESSARY FOR OPERATION OF THE APPLICABLE VEHICLE; AND (2) HAVE THE POWER TO ENTER INTO A BINDING CONTRACT WITH CMT AND NOT BE BARRED FROM DOING SO UNDER ANY APPLICABLE LAW. USER ALSO PROMISES THAT ANY INFORMATION THAT IT SUBMITS TO CMT IS TRUE, ACCURATE, AND COMPLETE, AND IT AGREES TO KEEP IT THAT WAY AT ALL TIMES.

FOR ALL US USERS:

(1) USERS MUST BE 18 OR OLDER, OR (2) BE 16 OR OLDER AND HAVE YOUR PARENT OR GUARDIAN’S CONSENT TO THIS AGREEMENT.

FOR ALL EU RESIDENTS (INCLUDING THE UK):

(1) USERS MUST BE THE MINIMUM AGE LAWFULLY PERMITTED TO DRIVE A VEHICLE IN THEIR COUNTRY OF RESIDENCE; AND (2) IF UNDER 16 YEARS OF AGE, HAVE YOUR PARENT OR GUARDIAN’S CONSENT TO ENTER INTO THIS AGREEMENT, WHERE THIS IS REQUIRED BY MANDATORY APPLICABLE LAW.

FOR ALL RESIDENTS OF ANY OTHER COUNTRY:

(1) USERS MUST BE THE MINIMUM AGE LAWFULLY PERMITTED TO DRIVE A VEHICLE IN THEIR COUNTRY OF RESIDENCE; AND (2) IF UNDER 18 YEARS OF AGE, HAVE YOUR PARENT OR GUARDIAN’S CONSENT TO ENTER INTO THIS AGREEMENT, WHERE THIS IS REQUIRED BY MANDATORY APPLICABLE LOCAL LAW.

This agreement is between Cambridge Mobile Telematics, Inc., of 314 Main Street, Suite 1200, Cambridge, MA 02142, USA a Delaware Corporation (CMT), and the user entering into this agreement (User). The CMT software, modifications, enhancements, documentation, and license keys provided to User and the connected CMT telematics data processing service (collectively, the Software) are licensed and are not sold.

1. SCOPE

This agreement describes the licensing of the Software provided to User and the connected telematics data service which processes the data from the app. Please also review the relevant CMT Privacy Policies located at: PRIVACY POLICY, and the UI CONSENT TERMS which both form part of this agreement. CMT may use the data and information provided by CMT to provide the telematic services part of the Software and to provide and ensure proper operation, maintenance, and improvement of the telematics service and the associated systems and services.

2. LICENSE

Subject to the other terms of this agreement, CMT grants User a limited, revocable, non-exclusive, non-transferable license to operate the Software only for User’s personal and non-commercial purposes on one supported mobile device. No technical support services for the Software are provided under this agreement. We may provide updates to the Software from time to time via the Appstore from which the Software is downloaded but do not guarantee that User will able to use such updates.

3. DISCLAIMER

CMT DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR PURPOSE. WHILE CMT TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SOFTWARE, CMT DOES NOT GUARANTEE THAT THE SOFTWARE CANNOT BE COMPROMISED. USER UNDERSTANDS THAT THE SOFTWARE MAY NOT BE ERROR-FREE, AND USE MAY BE INTERRUPTED

4. CONFIDENTIALITY

Any non-public portions of the Software are the confidential and proprietary information of CMT and may only be used by User for purposes of this agreement.

5. CMT PROPERTY

  1. Reservation of Rights. The Software, workflow processes, user interface, designs, technical documentation, and other technologies provided by CMT as part of the Software are the proprietary property of CMT and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with CMT and its licensors. The Software is protected by applicable copyright and other intellectual property laws. User may not remove any product identification, copyright, trademark, or other notice from the Software. CMT reserves all rights unless expressly granted in this agreement.
  2. Restrictions. User may not (i) transfer, assign, sublicense, rent the Software, create derivative works of the Software, or use it in any type of service-provider environment; (ii) reverse engineer, decompile, disassemble, or translate the Software; (iii) evaluate the Software for the purpose of competing with CMT; or (iv) operate the Software other than in accordance with its technical documentation.

6. TERM & TERMINATION

  1. Term. This agreement expires when the license is terminated by User or CMT.
  2. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
  3. Return CMT Property Upon Termination. Upon termination of this agreement or a license for any reason, User must discontinue using the Software, de-install, and destroy the Software within 5 days. Upon CMT’s request, User will confirm in writing its compliance with this destruction requirement.

7. LIABILITY LIMIT

  1. UNLIMITED LIABILITY. Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by its negligent act or omission or wilful misconduct.
  2. Exclusion of Indirect Damages. CMT is not liable for any indirect, special, incidental,  consequential or pure economic loss or losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, loss of profits (whether direct or indirect), losses whether or not occurring in the normal course of business, costs of procuring substitute goods or products or wasted management or staff time arising out of or related to this agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, even if the party was advised of the possibility of such damages.
  3. Total Limit on Liability. Subject to sections 7.a. and 7.b. above and except for CMT’s indemnity obligations, CMT’s total liability in aggregate arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the greater of the amount paid by User (excluding all taxes) within the 12-month period prior to the event that gave rise to the liability or 100 pounds.

8. GOVERNING LAW AND ARBITRATION.

  1. Law and Location. This agreement is governed by the laws of England and Wales (without regard to conflicts of law principles) for any dispute arising between the parties or relating in any way to the subject matter of this agreement. The courts of England must have exclusive jurisdiction for the settlement of all disputes arising under this agreement. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its legal fees and costs from the other party.

9. OTHER TERMS

  1. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Each party is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, however this agreement may be modified through an online process provided by CMT. No waiver is effective unless the party waiving the right signs a waiver in writing.
  2. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.
  3. Independent Contractors. The parties are independent contractors with respect to each other.
  4. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for any breach of this Agreement caused beyond the control of either party including without limitation, acts of God, fire, lightning, flood, other natural disasters, public Internet failures, or acts of government authorities or regulatory bodies. 
  5. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
  6. Survival of Terms. Any terms, that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including, without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
  7. Export Compliance. User must comply with all applicable export control laws of the United States, foreign jurisdictions, and other applicable laws and regulations.
  8. U.S. Government Restricted Rights. If User is a United States government agency or acquired the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1), and DFAR §252.227-7014(a)(5), or otherwise, all Software provided in connection with this agreement are “commercial items,” “commercial computer software,” or “commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure, or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement.
  9. Open Source Software Licenses. The Software may contain embedded open source software components, which are provided as part of the Software and for which additional terms may be included in the technical documentation.
  10. Mobile Software. CMT may make available software to access the Software via a mobile device (Mobile Software). To use the Software, User must have a mobile device that is compatible with the Mobile Software. CMT does not warrant that the Software will be compatible with User’s mobile device. User may use mobile data in connection with the Software and may incur additional charges from User’s wireless provider for these services. User agrees that it is solely responsible for any such charges. CMT hereby grants User a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Software for one User account, on one mobile device owned or leased solely by User, for its personal use. User acknowledges that CMT may, from time to time, issue upgraded versions of the Software, and may automatically electronically upgrade the version of the Software that User is using on its mobile device. User consents to such automatic upgrading on its mobile device and agrees that the terms and conditions of this agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
  11. Mobile Software from Apple App Store. The following applies to any Mobile Software User acquires from the Apple App Store (App Store Software): User agrees that this agreement is solely between User and CMT, not Apple, and that Apple has no responsibility for the App Store Software or content thereof. User’s use of the App Store Software must comply with the App Store Terms of Service. User acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Software. In the event of any failure of the App Store Software to conform to any applicable warranty, User may notify Apple, and Apple will refund the purchase price for the App Store Software to User. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by this agreement and any law applicable to CMT as provider of the App Store Software. User acknowledges that Apple is not responsible for addressing any claims by User or any third party relating to the App Store Software or User’s possession and/or use of the App Store Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this agreement and any law applicable to CMT as provider of the App Store Software. User acknowledges that, in the event of any third-party claim that the App Store Software or User’s possession and use of that App Store Software infringes that third party’s intellectual property rights, CMT, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this agreement. User and CMT acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this agreement as relates to User’s license of the App Store Software, and that, upon User’s acceptance of the terms and conditions of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement as relates to User’s license of the App Store Software against User as a third-party beneficiary thereof.
  12. Under data protection legislation, CMT is required to provide User with certain information about who CMT is, how CMT processes User’s personal data and for what purposes and User’s rights in relation to User’s personal data and how to exercise them. This information is provided in the Privacy Policy. It is important that User reads the relevant privacy policies and UI Consent Terms.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Software may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Ver 9/23