This Mobile Application End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Auto Driveaway Systems, LLC (“Company”). This Agreement governs your use of the AD Driver mobile application (including all related documentation, the “Application”). The Application is licensed, not sold, to you.
If you downloaded the Application from the Apple Inc. App Store, you are authorized to use the Application on a smartphone, tablet or similar device manufactured and marketed by Apple Inc. that you own or control and as permitted by the Usage Rules as defined and set forth in Apple’s App Store Terms and Conditions, which are incorporated herein by reference (http://www.apple.com/legal/internet-services/itunes/us/terms.html). Among other things, the Usage Rules do not allow you to use the Application on any devices that you do not own or control, and you may not distribute or make the Application available over a network where it could be used by multiple devices at the same time.
(c) Cautious Driving. You must always drive cautiously according to road conditions and in accordance with applicable traffic laws. You are advised against non-verbally interacting with the Application other than using the navigation features while driving.
(d) Real-time road information and conditions prevail. The information provided by the Application is not intended to replace the information provided on the road, including, for example, travel direction, detours, lane restrictions, road blockades, traffic signs, traffic lights, or police instructions.
2. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:
(a) download, install, and use the Application for your personal use, but only in the course of performing services in the United States as an employee or independent contractor for or on behalf of Company, on one or more mobile devices owned or otherwise controlled by you (each a “Mobile Device”) strictly in accordance with the Application’s documentation; and
3. License Restrictions. You shall not:
(a) copy the Application, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
(f) use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;
(g) use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without Company’s prior written consent;
(h) frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, or service;
(i) use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party’s use of the Application;
(j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;
(k) use the Application in, or in association with, any hazardous environments or systems; or
(l) interact with the Application while operating a vehicle, unless the vehicle is lawfully and safely parked and you are in full compliance with all applicable laws and regulations regarding use of mobile devices in vehicles.
4. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
6. Personal or sensitive data accessed through permissions or APIs that access sensitive information may never be sold nor shared for a purpose facilitating sale.
Without limitation of the foregoing, by downloading, installing, or using the Application, you agree that the Application and the Company will be collecting and sharing data as to your specific geographic location. Auto Driveaway will never request location permissions from users for the sole purpose of advertising or analytics. Auto Driveaway will request the minimum scope necessary for services requiring location and users should reasonably expect that the feature or service needs the level of location requested. Background location is only to be used to provide features beneficial to the user and relevant to the core functionality of the app.
8. Username and Password. If you are an authorized user of the Application, you will be permitted to establish an account with your mobile phone number and date of birth to access Content and Services through the Application. You will be responsible for the acts or omissions of any person who uses the Application to access the Content and Services using your mobile phone number and date of birth. You will promptly notify Company of any unauthorized use or disclosure of your mobile phone number and date of birth. Company reserves the right to refuse registration of, or to cancel, accounts that violate the terms and conditions set forth in this Agreement or for any other reason.
9. Geographic Restrictions. The Content and Services are based in the state of Illinois in the United States and are provided for access and use only by persons located in the United States. You agree not to use the Application or access the Content and Services from outside of the United States.
10. Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
(a) the Application will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof, including the Content and Services, may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
11. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. All statements and/or opinions expressed in Third-Party Materials are solely the opinions and the responsibility of the person or entity providing those materials. Third-Party Materials do not necessarily reflect the opinion of Company.
12. Relationship of the Parties; Third-Party Beneficiaries. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, independent contractor, or employment relationship between the parties, provided, however, that if you are an existing employee or independent contractor of Company nothing in this Agreement will create or alter your existing employee or independent contractor relationship with Company. You acknowledge that this Agreement is entered into between Company and you, and not with Apple Inc. and/or Google LLC. Notwithstanding the foregoing, Company and you acknowledge that Apple Inc., and Apple Inc.’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your 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 against you as a third-party beneficiary thereof. There are no other third-party beneficiaries to this Agreement.
13. Term and Termination.
(a) The term of Agreement commences when you install the Application and will continue in effect until terminated by you or Company as set forth in this Section 12.
(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.
(c) Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or if you no longer are an employee or independent contractor of Company.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
(e) Termination will not limit any of Company’s rights or remedies at law or in equity.
14. Disclaimer of Warranties. THE APPLICATION, INCLUDING THE CONTENT AND SERVICES, IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION, OR THE CONTENT AND SERVICES, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
15. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
16. Reliance on Information. The information presented on or through the Application, including the Content and Services, is made available solely for general information purposes. Company does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by you, any other user of the Application, or by anyone who may be informed of any of its contents.
17. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees and contractors (other than yourself), agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.
18. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
19. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
20. Internet Connection. Use of the Application and access to the Content and Services requires a connection between your Mobile Device and the Internet (such as a cellular or Wi-Fi connection). Any associated charges (such as cellular data charges) incurred as a result of use of the Application are your responsibility.
21. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement, is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
22. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois in each case located in Chicago and Cook County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. At Company’s sole discretion, Company may require you to submit any disputes arising from this Agreement, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Illinois law.
23. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
25. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.