User Licence agreement for using the application called "Inventory" owned by Octo Telematics S.p.A.
PLEASE READ CAREFULLY BEFORE DOWNLOADING THE INVENTORY APPLICATION.
This Agreement is entered into between Octo Telematics and the Licensee (together the "Parties", each a "Party") and shall be effective at the moment of acceptance of this Agreement (in accordance with its terms) by the Licensee.
This Agreement is a legal Agreement between you and Octo Telematics. The subject matter of this Agreement is a licence to use the Application, subject to the terms and conditions of this Agreement.
IMPORTANT NOTICE:
- BY DOWNLOADING THE APPLICATION AND CLICKING ON THE "ACCEPT" BUTTON AS PART OF THE LOG-IN PROCESS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE TERMS OF THIS AGREEMENT SHALL INCLUDE THE OBLIGATION SET FORTH IN SECTION 9.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT BE ABLE TO LICENCE THE APPLICATION TO YOU.
- THE APPLICATION REQUIRES INTERNET ACCESS AND LOCATION SERVICES TO BE ENABLED AND YOUR DEVICE TO BE RUNNING EITHER iOS 7.0 (OR ABOVE) OR ANDROID 4.1 (OR ABOVE). YOU ARE RESPONSIBLE FOR ANY ADJUSTMENTS REQUIRED IN ORDER FOR YOUR DEVICE TO CONNECT TO THE INTERNET AND FOR ANY INTERNET ACCESS CHARGES OR MOBILE DATA FEES AND OTHER THIRD PARTY CHARGES YOU MAY INCUR, ASSOCIATED WITH YOUR USE OF THE APPLICATION, YOUR ACCESS TO DATA AND/OR TRANSFER OF DATA FROM THE APPLICATION.
1. DEFINITIONS
1.1 "Acceptable Use Restrictions" means those restrictions on your use of the Application outlined in Section 4;
1.2 "Agreement" means this licence agreement and any other document incorporated by reference to it;
1.3 "Application" means the application called "Inventory" that allows installers and agents of the insurance agencies to carry out an inventory of the OBU deposited at their premises and to correctly perform the procedures provided for the restitution of OBU uninstalled, decommissioned or to be replaced due to breakdowns occurred;
1.4 "Application Services” means all services accessible from time to time through the Application, including the possibility of carrying out an inventory of the OBUs and the return of the same due to uninstallation, disposal or return due to failure.
1.5 “Appstore” means any Appstore provider or operator (e.g. Google Play or the iTunes AppStore) from whose site you download the Application;
1.6 "Appstore Rules" means any rule or policies applied by any Appstore;
1.7 "Devices" means any compatible mobile telephone, tablet or wearable or handheld device onto which the Application can be downloaded;
1.8 "Google Play" means the applications and digital content distribution platform developed and run by Google Inc. under its sole responsibility;
1.9 "iTunes AppStore" means the applications and digital content distribution platform developed and run by Apple Inc. under its sole responsibility;
1.10 "Licence" means the Licence to use the Application in Section 2.1;
1.11 "Licence Period" means the term specified in Section 2.2;
1.12 "Licence Restrictions" means those restrictions on the scope of the Licence granted to you, as outlined in Section 3;
1.13 "Licensee" or "you" means the person who accepts this Agreement and uses the Application;
1.14 "Octo Telematics", "we" or "us" Octo Telematics S.p.A., a company existing under the laws of Italy, with registered office at Via Vincenzo Lamaro 51, 00173 - Rome, Italy, registered at the Companies Register of Rome with the No. 03499230963, Tax Code 03499230963;
1.15 “Privacy Policy” means the term policy committed to protecting and respecting the privacy of users of the Application and Application Services
1.16 "Territory" means the territory in which the Licence shall be valid as specified in Section 2.3; and
1.17 "Updates" means any update, upgrade, supplement to the Application that may be provided by Octo Telematics from time to time.
2. LICENCE
2.1 Grant of Licence. In consideration of the Licensee agreeing to abide by the terms of this Agreement, Octo Telematics grants the Licensee a non-transferable, non-sub-licensable, non-exclusive licence to use the Application on the Devices for the Licence Period within the Territory (the "Licence"), subject to the Licence Restrictions and the Acceptable Use Restrictions, the Privacy Policy and any applicable Appstore Rules. It is expressly understood that Octo Telematics reserves all rights not specifically licenced pursuant to this Agreement.
2.2 Term. Without prejudice to Section 10 below, the Licence is granted from the first activation of the Application. Such activation takes place when the Application is downloaded for the first time by you onto one of your Devices.
2.3 Territory. The Licence shall be valid worldwide.
3. LICENCE RESTRICTIONS AND LIMITED WARRANTIES
3.1 The Licensee must observe any technical restrictions set out in the Application, without altering in any way whatsoever such Application. More specifically, the Licensee shall, without limitation, refrain from carrying out the following activities:
3.1.1 circumventing any technical limitations in the Application;
3.1.2 reverse engineering, decompiling, disassembling, or creating derivative works of the Application;
3.1.3 making more copies of the Application than is necessary for backup purposes; or
3.1.4 renting, leasing, sub-licensing, loaning, translating, merging, adapting, varying or modifying the Application.
3.2 In order to download and use the Application, Licensee must register according to the procedures drawn up by Octo Telematics. The Application cannot be used when such registration process has not taken place. As far as Octo Telematics is concerned, all personal data collected from you in connection with your use of the Application and the Application Services shall be processed, collected, stored and shared in accordance with our Privacy Policy herein attached.
3.3 The Licensee undertakes not to provide false personal information and not to create accounts on behalf of third parties. You may not create more than one account on the Application. This Section 3.3 will survive and remain in full force after the termination of this Agreement.
3.4 You may install and use the Application on any Device throughout the Licence Period, uninstall the Application on a Device on which it had previously been installed and install it on another Device. This provision is without prejudice to any technical restrictions that may be contained in any applicable Appstore Rules. You acknowledge that Appstore Rules govern the relationship between You and Appstore provider, so that Octo Telematics will not be responsible for the performance of the same Appstore Rules.
3.5 The Application's components are licenced as a single product. The Licensee may not separate the Application's components and install them separately on different Devices.
3.6 Except as otherwise expressly permitted under this Agreement, the Licensee may not: (i) use the Application in order to provide or carry out marketing, training and outsourcing or consulting services, or any other commercial service; (ii) use the Application to develop a product that competes with the Application; (iii) allow third parties access to, or use of, the Application, except as may be provided under this Agreement; (iv) distribute or publish the Application's access codes; or (v) use unauthorised access codes.
3.7 The Licensee may make a reasonable number of copies of the Application solely for backup purposes. Any and every copyright, trademark, patent and related proprietary information notice embedded in or stamped on the Application shall be duplicated by the Licensee on any and every copy or abstract thereof (including partial copies). Such notices shall not be modified, removed or deleted.
3.8 Limited warranty. To the maximum extent permitted by the applicable law, the Application and the Application Services are provided by Octo Telematics “as is”. Octo Telematics makes no warranties, express or implied, that the Application and the Application Services will be (a) fit for particular purposes; and/or (b) operating in conjunction with any other software or with any Device.
4. ACCEPTABLE USE RESTRICTIONS
4.1 You must not:
4.1.1 use the Application or any Application Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Application, any Application Service or any operating system;
4.1.2 infringe our intellectual property rights or those of any third party in relation to your use of the Application or any Application Service;
4.1.3 use the Application or any Application Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
4.1.4 collect or harvest any information or data from any Application Service or our systems or attempt to decipher any transmissions to or from the servers running any Application Service.
5. INTELLECTUAL PROPERTY RIGHTS AND USERS’ FEEDBACKS
5.1 You acknowledge that all intellectual property rights in the Application anywhere in the world belong to us or our licensors, that rights in the Application are licenced (not sold) to you, and that you have no rights in, or to, the Application other than the right to use it in accordance with the terms of this Agreement.
5.2 You acknowledge that you have no right to have access to the Application in source-code form.
5.3 By accepting this Agreement, you acknowledge that:
5.3.1 You are required to provide us with feedbacks on Your usage of the Application and the Application Services ("Feedbacks”). The modalities for the provision of the Feedbacks will be detailed in accordance with Section 11.6;
5.3.2 Feedbacks You provide us shall be treated as Octo Telematics confidential information and, as a consequence, You are required to (a) use such confidential information solely for the purposes of performing this Agreement; and (b) not disclose our confidential information to any third party, unless we give You our express written consent;
5.3.3 Without prejudice to moral rights, all intellectual property rights on the Feedbacks are vested in Octo Telematics.
6. UPDATES
From time to time Updates may be issued through the Appstore. Depending on the Update, you may not be able to use the Application until you have downloaded the latest Update and accepted any changes to this Agreement that may be in accordance with Section 7.
7. CHANGES TO TERMS
We reserve the right to change this Agreement from time to time, as a consequence of (a) Updates; (b) amendments to the applicable law (as defined under Section 11.1); and/or (c) changes to the terms and conditions of an Appstore. Any changes we may make to this Agreement in the future will be posted on www.octotelematics.com, and notified to you either by e-mail or when you next start the Application. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Application and the Application Services. Unless otherwise provided in the event of legislative or regulatory changes, the changes will not apply retroactively. If you will not accept the modified terms of this Agreement or one or more of the services of the Application, you are able to withdraw according to Section 10.
8. SUPPORT AND ADDITIONAL SERVICES
Octo Telematics shall not provide any technical support services under this Agreement.
9. LIMITATION OF LIABILITY
9.1 You acknowledge that the Application has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Application and Application Services meet your requirements.
9.2 We only supply the Application for domestic and private use. You agree not to use the Application or any Application Service for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9.3 To the maximum extent permitted by the applicable law, we are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Agreement or our negligence up to the limit specified in Section 9.4, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Agreement.
9.4 Without prejudice to Section 9.5, Octo Telematics shall bear no liability for the performance of its obligations under this Agreement.
9.5 Compliance with the law. Nothing in this Agreement shall limit or exclude our liability for:
9.5.1 wilful misconduct or gross negligence; or
9.5.2 death or personal injury resulting from our negligence; or
9.5.3 fraud or fraudulent misrepresentation; or
9.5.4 any other liability that cannot be excluded or limited by Italian law.
10. TERMINATION AND WITHDRAWAL
10.1 We may terminate this Agreement immediately by written notice to you:
10.1.1 if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
10.1.2 if you breach any of the Licence Restrictions or the Acceptable Use Restrictions; or
10.1.3 for any reason whatsoever.
10.2 On termination for any reason referred to in Section 10.1 above:
10.2.1 all rights granted to you under this Agreement shall cease;
10.2.2 you must immediately cease all activities authorised by this Agreement, including your use of any Application; and
10.2.3 you must immediately delete or remove the Application from all Devices on which you have installed it, and immediately destroy all back-up copies of the Application you have made and certify to us that you have done so.
11. MISCELLANEOUS
11.1 Governing Law and Jurisdiction. Please note that this Agreement, its subject matter and its formation, are governed by Italian law. Any dispute related to this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Your place of residence or elected domicile.
11.2 Assignment. This Agreement and any rights and obligations arising herefrom, may not be assigned by the Licensee without the prior written consent of Octo Telematics. Licensee agrees that Octo Telematics may freely assign this Agreement without the written consent of the Licensee.
11.3 No waiver. If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.4 Severability. If any provision of this Agreement is declared unlawful, void, or unenforceable, such provision shall be amended to make it effective or otherwise eliminated, and shall not affect the validity and enforceability of any remaining provisions.
11.5 Force Majeure. Neither party shall be deemed in breach of this Agreement, as a result of any delay or failure to perform its obligations caused by any event beyond its reasonable control ("Force Majeure"), provided that it gives notice in a reasonably timely manner of the existence of any Force Majeure event and makes reasonable efforts to reduce the delay or failure to perform.
11.6 Communication between us. If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by e-mail to _______________@octotelematics.com. We will confirm receipt of this by contacting you in writing, normally by e-mail. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to when you registered to use the Application.