This End User License Agreement (“EULA”) is a legal agreement between you and Phillips Connect Technologies, LLC (“PCT”) for use of the software and associated cloud services (“Services”) included with or accessed by your PCT transportation monitoring and tracking product (“Product”). BY USING THE PRODUCT YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE PRODUCT; YOU MAY RETURN THE PRODUCT IN ACCORDANCE WITH THE RETURN POLICY APPLICABLE TO YOUR PURCHASE.
PCT hereby grants to you a non-exclusive, non-transferable limited copyright license to use the Services in connection with the product. This license is with respect to copyright rights only and specifically excludes any and all patent rights. The terms of this EULA will govern any upgrades provided by PCT that replace and/or supplement the original Services, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
You agree not to exceed the scope of the foregoing license, copy, create derivative works, reproduce, modify or distribute the Services. Subject to applicable law, you agree not to decompile, reverse engineer, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the Services. You agree not to (i) remove any copyright or other proprietary notice from the Services, (ii) sublicense or transfer the Services to a third party, (iii) extract or replace any part of the Services, or (iv) sell, rent, lease, lend, provide commercial hosting services or otherwise transfer the right to use or access the Services for value. This EULA does not allow you to use the Services on a Product that you do not own or control nor on any other devices, and you may not distribute or make the Services available over a network where it could be used by multiple devices at the same time.
Any rights not expressly granted by you are reserved by PCT and its affiliates. Neither this Agreement, nor any act by PCT pursuant to or in connection with this Agreement (including, without limitation, the delivery or conveyance of any hardware or software product or service) shall be construed to provide, either expressly, by implication, by way of estoppel, or otherwise, any license or any rights under any patents, copyrights or any other intellectual property rights of PCT, Phillips Inc. or its affiliates, except as expressly provided in Paragraph 1 of this Agreement.
The Services are and not sold. You agree that PCT and its licensors retain all right, title and interest in and to the Services and all copies of the Services, including all copyrights therein. The Services are protected by copyright and other intellectual property laws and treaties. Please see “Additional Notices” available at our website for ownership and licensing information about additional software components included with the Product, if any.
You acknowledge and agree that PCT may automatically check the version of the Services and/or its components that you are utilizing and may provide upgrades or fixes to the Services.
You agree that PCT and its affiliates may collect, use, process, aggregate, reproduce, transmit and anonymize data and technical information related to the Product, the Services and your usage thereof (“Data”) without restriction, notice or compensation, subject only to those restrictions required by mandatory applicable law. Without limiting the foregoing, you hereby grant PCT and its affiliates a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license under any of your rights in the Data. You acknowledge that anonymized and aggregated Data is no longer associated with you or your vehicles and as such is no longer personal information or data corresponding to you. As such, and as between the parties, PCT owns all such derived Data and shall have the right to use such derived Data for any purpose. PCT may transfer or assign any of its rights in such derivatives to any third party. Customer acquires no rights in any research or development of any commercial products uses of such derived data by PCT or any third party.
This Agreement shall terminate immediately, without notice, if you fail to comply with any material term of this Agreement. Upon termination you agree to immediately cease use of the Product. Sections 2, 3, 4 and 6–11 shall survive the expiration or termination of this EULA.
THE PRODUCT AND SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” PCT, ITS SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES DISCLAIM ANY AND ALL WARRANTIES REGARDING THE PRODUCT, THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF AVAILABILITY, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PCT, ITS SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES DO NOT WARRANT THAT THE OPERATION OF THE PRODUCT OR ANY ASSOCIATED SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY OR MAY BE LIMITED IN THOSE JURISDICTIONS. WARRANTY RETURNS MUST BE MADE VIA THE PARTY THAT ORIGINALLY SOLD OR PROVIDED YOU WITH THE PRODUCT AND SHALL BE RESOLVED BY PCT IN ITS SOLE DISCRETION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PCT OR ITS SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE PRODUCT OR THE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA (INCLUDING BUT NOT LIMITED TO LOST FREIGHT, LOST DATA, LOST PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL OR BUSINESS INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), EVEN IF PCT OR ITS SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY (IN THE AGGREGATE) OF PCT, ITS SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY PCT WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO US $500.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 8, 9 AND 10) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
This EULA is governed by the laws of the State of California, USA, without regard to California’s conflict of law principles. The United Nations Convention on Contracts for the Sale of International Goods does not apply to this EULA. If any provision hereof is held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this EULA shall not be affected thereby. Certain additional notices are incorporated into this License Agreement which PCT is required to provide with certain software components. Those notices are found at our website and are incorporated herein by this reference. This EULA constitutes the entire agreement between you and PCT regarding its subject matter and supersedes any prior or contemporaneous agreement, whether written or oral, relating to the subject matter of this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal the other provisions of this EULA shall continue in full force and effect. This EULA may be updated by PCT from time to time.
Notices
Any legal notices required under this Agreement must be sent to:
Phillips Connect Technologies
5231 California Ave., Suite 110
Irvine, CA 92617
United States
[email protected]
