TruckThat Driver Application License Agreement
Last updated: March 2017
PLEASE READ THIS LICENSE AGREEMENT (“LICENSE”) BEFORE CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE TRUCKTHAT DRIVER APPLICATION (“APPLICATION”). BY CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING OR USING THE APPLICATION YOU ARE AGREEING TO BE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT CLICK THE “ACCEPT” BUTTON OR DOWNLOAD OR USE THE APPLICATION. The Application and other services are only available to persons who are at least 18 years old. If you do not qualify, you may not use the Application. The Application is licensed to you, not sold.
Changes to Terms: Please note that TruckThat reserves the right to update and change this License from time to time in its discretion which will be effective immediately upon notice which may be given by posting on the Application, by mail, by electronic mail or any other means or, where required by law, thirty days after publication of the change through the Application. Your continued use of the Application following the posting of any changes to this License will confirm your acceptance of those changes.
IF YOU HAVE ENTERED INTO A SEPARATE WRITTEN LICENSE AGREEMENT WITH TRUCKTHAT OR ITS AFFILIATE(S) FOR USE OF THE APPLICATION, THE TERMS OF SUCH OTHER AGREEMENT WILL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN THIS LICENSE.
1. General. This License is between you, an individual or entity who has downloaded or otherwise procured the Application for use as an end user (“you”) and TruckThat, LLC (“TruckThat”).
The term “Application” refers to and consist of the following: (i) the mobile software application accompanying this License, including, without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation and other components; (ii) any Updates, modifications or enhancements to the items listed in subsection (i); and (iii) any specific TruckThat website to which the Application directs you via any browser located on a mobile, tablet, computer or other supported mobile device (“Mobile Device”).
2. User Accounts. You will create a user account with TruckThat when you first use the Application. You are entirely responsible for maintaining the confidentiality of your password and account credentials, and you agree that TruckThat may terminate your TruckThat account or access if you fail to do so. Additionally, you are fully responsible for any and all activities that occur under your account. You agree to notify TruckThat immediately of any unauthorized use of your account or any other breach of security. TruckThat will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.
Personally identifiable information that you may submit for the purpose of receiving products or services or for creating or authenticating your user account will be handled in accordance with TruckThat’s online Privacy Statement referenced in Section 5 below, and may be used or shared by TruckThat as necessary provide access to products and services and as otherwise set forth in this License.
3.License Grant and Restrictions.
3.2 Installation and Copies. TruckThat or its authorized distributor of the Application will provide you with electronic passwords or other enabling mechanisms if necessary to enable licensed use of the Application. All licenses will commence, and delivery will be deemed to occur, as of the date on which the Application is first made available to you.
3.3 License Restrictions. You shall use the Application strictly for your own personal needs and shall not (nor allow any third party to): (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Application (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) make any copy, modification, adaptation, improvement, enhancement, translation or derivative work from the Application; (c) violate any applicable laws, rules or regulations in connection with your access or use of the Application, or use the Application in such a way that distracts you or prevents you from obeying traffic or safety laws; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of TruckThat or its affiliates, partners, suppliers or the licensors of the Application; (e) use the Application for any purpose for which it is not designed or intended; (f) attempt to circumvent or disable the security key mechanism or other security mechanism such as encryption that protects the Application or data generated by it against unauthorized use; (g) make the Application available over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time or use it for service bureau, time-sharing or other similar purposes; (h) use the Application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by TruckThat; or (i) use any proprietary information or interfaces of TruckThat or other intellectual property of TruckThat in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Application.
3.4 Internet-Based Services Components. Certain features of the Application require connection to the Internet directly or through a wireless connection in order to function. Such features may result in the transfer of certain data over such connections, which may or may not be secure or encrypted. You are solely responsible for obtaining any necessary Internet, data or wireless subscription plans with the applicable service providers and you must comply with applicable third party terms of agreement when using the Application. You further acknowledge that TruckThat is not responsible for the availability of Internet or wireless connections or the security or integrity of data transmitted over such connections.
3.5 Geographic Restrictions. The Content and Services (as defined below) are based in the state of Minnesota in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
4. Application Updates and Upgrades. The Application may communicate with TruckThat or third party distributor servers periodically to check for available updates to the Application which TruckThat may make available from time-to-time in its sole discretion, such as error corrections and fixes, patches, and enhancements to current features (collectively “Updates”), as well as for the availability of new versions of the Application containing significant new features and updated functionality (“Upgrades”). You agree that TruckThat has no obligation to provide any Updates or Upgrades or to continue to provide or enable any particular features or functionality. By installing the Application, you agree to automatically receive Updates, which are delivered free of charge, subject to any data usage charges you may incur from your wireless provider. TruckThat may also change, remove or suspend functionalities or features in its discretion. All Updates will be deemed part of the Application and be subject to all terms and conditions of this License.
7. User Provided Feedback; Ratings. The Application may provide you the ability to provide feedback, ratings and review mechanisms, messaging functionality and other ways in which users can post, upload, interact with, share and submit materials (e.g., text, images, data, etc.) (collectively, “User Communi
cations“). USER COMMUNICATIONS WILL BE CONSIDERED NON-CONFIDENTIAL AND NON-PROPRIETARY AND BY POSTING, UPLOADING, INPUTTING, OPTING TO SHARE, PROVIDING OR OTHERWISE SUBMITTING ANY USER COMMUNICATIONS TO OR THROUGH THE APPLICATION, YOU UNDERSTAND AND AGREE THAT:
(a) you are granting TruckThat, its designees, licensees and business partners, as well as members of the general public viewing the User Communications, consent and permission to use your User Communications, including without limitation, worldwide, royalty-free, non-exclusive, perpetual license rights, with right of sublicense, to disclose, reproduce, store, display and perform (publicly or otherwise), publish, adapt, modify, transmit, distribute, have distributed, edit, translate, reformat, create derivative works based on and otherwise use such User Communications; (b) TruckThat shall be free to use any ideas, concepts, know-how or techniques contained in the User Communications for any purpose without obligation of compensation or attribution; and (c) you represent and warrant that you own or otherwise control all of the rights to your User Communications and that your User Communications will not infringe or violate the rights of any third party. TruckThat shall have no obligation to monitor User Communications. TruckThat reserves the right at all times to disclose any information as TruckThat deems necessary to satisfy any applicable law, regulation, legal process or governmental request or to review, edit, refuse to post, or to remove any User Communications, in whole or in part, in TruckThat’s sole discretion. TRUCKTHAT DOES NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN ANY USER COMMUNICATIONS AND, THEREFORE, TRUCKTHAT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING USER COMMUNICATIONS AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THEM (AND ANY ACTION YOU TAKE BASED ON THEM) AND ANY ACTIONS OR CLAIMS RESULTING FROM YOUR PARTICIPATION IN ANY SERVICES.
To be useful to other users, your reviews and comments must be made in good faith after reasonable evaluation. In addition, reviews may not contain content that constitutes Misuse, that is false, fraudulent or misleading or that impersonates any other person or entity, including any of TruckThat’s employees. TruckThat may take down ratings or reviews or block reviewers in the event of a violation of this License.
You agree that you will not use the User Communications feature for any purpose that is unlawful or prohibited by this License, or any other TruckThat policy (“Misuse”). You will be responsible for any costs incurred by TruckThat or any other party (including attorneys’ fees) as a result of your Misuse of User Communications feature. Misuse includes, but is not limited to: (i) Using User Communications to disseminate or convey inappropriate, defamatory, obscene, salacious, or unlawful information, images or content; or to harass, stalk, threaten or otherwise violate the legal rights of others; (ii) Using User Communications in such a manner so as to interfere unreasonably with its use by others; (iii) Attempting or assisting another to access, alter, or interfere with the communications and/or information of another user; (iv) Account fraud or unauthorized access of an account; (v) Uploading, or otherwise making available, any User Communications, including files that contain text, images, photographs, software or other content owned by others, in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of others; (vi) Advertising, offering to sell or buy goods, or using User Communications for business promotional purposes, except as expressly permitted by TruckThat; (vii) Violating any applicable code of conduct, or any applicable laws or regulations; or (viii) Taking any action that imposes an unreasonable or disproportionately large load on TruckThat’s infrastructure; or uploading files that contain viruses, Trojan horses, worms, or other similar software or programs that cause damage to computers or property of others. Please note: TruckThat has no obligation to remove any User Communications that you have opted to input and share absent TruckThat’s receipt of your written request to do so.
8. Posting Inappropriate, Misleading, False, Abusive, or Objectionable Content.
8.1 When you post on TruckThat, you agree that you will not post any content that is abusive, threatening, defamatory, obscene, or vulgar. What you post should also not be false or misleading; fraudulent and deceptive information is also prohibited. Posting information that falls into one or more of these categories will not be tolerated. If you choose to post objectionable information, TruckThat reserves the right to remove the content, delete your user account, and prevent you from using TruckThat.
9. Intellectual Property Rights.
9.1 Ownership Rights to Application. You acknowledge and agree that the Application, content and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are reserved by, and shall remain the property of, TruckThat and its licensors, if any, and that TruckThat also owns all Data that has been aggregated and/or anonymized. You do not acquire any ownership interest in the Application under this License, or any other rights thereto other than to use the License in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this License.
9.2 Proprietary Mapping Data. The mapping data (“Mapping Data”) made available to you through the Application is proprietary to TruckThat, its affiliates and licensors. The Mapping Data is provided for your personal, non-commercial use only and not for resale. The Mapping Data is protected by copyright, and is subject to the following terms and conditions in addition to all the other terms and conditions of this License:
(i) Additional Restrictions. You may not: (a) reproduce, copy, modify, decompile, disassemble or reverse engineer all or any portion of the Mapping Data, or transfer or distribute the Mapping Data in any form or for any purpose, except to the extent permitted by mandatory laws; (b) use the Mapping Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.
(ii) The Mapping Data may contain inaccurate, untimely or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. The Mapping Data is based on official highway maps, the United States Code of Federal Regulations, and information provided by state governments and other licensors. It is provided without a warranty of any kind. The user assumes full responsibility for any delay, expense, loss or damage that may occur as a result of use of the Mapping Data.
(iii) The Mapping Data is provided to you “as is,” and you agree to use it at your own risk. TRUCKTHAT, IT AFFILIATES AND ITS LICENSORS MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, CONTENT, QUALITY, ACCURACY, AVAILABILITY, TIMELINESS, COMPLETENESS, EFFECTIVENESS, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, USEFULNESS, USE OR RESULTS TO BE OBTAINED FROM THE MAPPING DATA, OR THAT THE MAPPING DATA OR SERVER WILL BE UNINTERRUPTED OR ERROR-FREE. Location data as well as any maps data provided by any Services or software is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither TruckThat nor any of its licensors guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data or information displayed by the Application.
(iv) DISCLOSURE FOR PRODUCTS CONTAINING CANADIAN POSTAL CODE AND/OR CANADIAN STREET-LEVEL DATA: Based on Computer File(s) licensed from Statistics Canada. © Copyright, HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented by the Minister of Industry, Statistics Canada 2003-2016. ALK Technologies, Inc. is an Authorized User of selected Statistics Canada Computer File(s) and Distributor of derived Information Products under Licensing Agreement 6147. No confidential information about an individual, family, household, organisation or business has been obtained from Statistics Canada.
10. Third Party Software and Content.
10.1 The Application utilizes or includes third party proprietary software, including software that is subject to open source and third party license terms (“Third Party Software”), and 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 your limited license right to use such Third Party Software as part of the Application is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. TruckThat does not offer any warranty in connection with any Third Party Software. TruckThat is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. TruckThat does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Software or 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. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to your use of the relevant Third Party Software. In no event, will the Application or components thereof be deemed to be “open source” or “publically available” software.
10.2 For iOS. This section applies if you downloaded the Application from the Apple iTunes App Store. All the terms of this License apply. In addition specific terms for the iOS Products apply as follows:
(i) Acknowledgement: This License is concluded between TruckThat and you only, and not with Apple, and TruckThat, not Apple, is solely responsible for the Application and its content.
(ii) Scope of License: The license granted to you for the Application is limited to a non-transferable license to use the Application on any iOS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service. Please refer to the App Store Terms of Service for more information.
(iii) Maintenance and Support: Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
(iv) Warranty: In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Application to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be TruckThat’s sole responsibility. Please note that TruckThat has disclaimed all warranties as stated in Section 11 below.
(v) Product Claims: You acknowledge that TruckThat, not Apple, is not responsible for addressing any claims of you or any third party relating to the Application or your possession and/or use of the Application, including but not limited to: i) product liability claims; ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and iii) claims arising under consumer protection or similar legislation.
(vi) Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Application or your possession and use of the Application infringes any third party’s intellectual property rights, TruckThat, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim. Please note that TruckThat has disclaimed the warranty of non-infringement in Section 11 below.
(vii) Third Party Beneficiary: TruckThat and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this License. Upon your acceptance of the terms and conditions of this License, Apple will have the right (and will be deemed to have accepted the right) to enforce this License against you as a third party beneficiary thereof. 9.3 End User License for Speech Playback. This license in this section applies to the speech playback function included in your Application, if any.
Copyright © 2002, Xiph.org Foundation. Neither the name of the Xiph.org Foundation nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE FOUNDATION OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11. Term and Termination.
11.1 Term. This License will be effective until terminated. TruckThat may terminate this License at any time without notice. If you fail to comply with any terms and conditions of this License then this License and any rights afforded to you hereunder will terminate automatically, without any notice or other action by TruckThat. You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device. Upon the termination of this License, you shall cease all use of the Application, delete the Application from your Mobile Device, and all rights granted to you under this License will cease. Termination will not limit any of TruckThat’s rights or remedies at law or in equity.
12. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND ANY SERVICES AND CONTENT PERFORMED OR PROVIDED BY THE APPLICATION (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TRUCKTHAT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION, ANY SERVICES AND CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TRUCKTHAT AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APP, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES OR CONTENT PERFORMED OR PROVIDED BY, THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION, SERVICES OR CONTENT WILL BE CORRECTED. Some jurisdictions do not allow the exclusion of implied warranties or limits on how long an implied warranty may last, or an exclusion of incidental damages. This means the above limitations or exclusions may not apply to you.
Warning: The Application and the mapping data are only a help for navigation. You must respect locally applicable traffic rules and regulations and use the Application with common sense. The reality observed on the road, and the traffic rules and regulations, always take precedence over the information provided by the Application or the data. You must always control your vehicle, and your speed. TruckThat shall not be responsible for any information provided by the Application including, any map data, traffic data or any route calculation. YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. TRAFFIC AND LOCATION DATA MAY NOT BE ACCURATE OR TIMELY.
YOU ACKNOWLEDGE THAT THE APPLICATION IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE ERRORS, DELAYS, FAILURES OR INACCURACIES IN THE TRANSMISSION OR STORAGE OF DATA OR INFORMATION BY OR THROUGH THE APPLICATION COULD LEAD TO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
13. Limitation of Remedies and Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TRUCKTHAT, ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPLICATION HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TRUCKTHAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL TRUCKTHAT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (other than as may be required by applicable law in cases involving personal injury) EXCEED THE AMOUNT OF FIFTY DOLLARS (USA$50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
14. Exclusions and Limitations. NOTHING IN THIS LICENSE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 12 AND 13 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND IN SUCH CASE TRUCKTHAT’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15. Indemnification. You shall indemnify, defend and hold harmless TruckThat and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, liability, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) your access to or use of the Application; (ii) your breach of this License; (iii) your violation of law; (iv) your negligence or willful misconduct; or (v) your violation of the rights of a third party, including the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of the License.
16. Compliance with Laws; Export. You acknowledge that the Application may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. You shall not, and shall not allow any third party to, remove or export from the United States or allow the export or re-export of any part of the Application: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Application is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity.
17.1 Entire Agreement; Assignment. This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Application licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. This License will bind and inure to the benefit of each party’s permitted successors and assigns. TruckThat may assign this License to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of TruckThat’s assets or voting securities. You may not assign or transfer this License, in whole or in part, without TruckThat’s written consent. Any attempt to transfer or assign this License without such written consent will be void.
17.2 Severability. If any provision of this License shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this License shall otherwise remain in effect.
17.3 Amendments; Waiver. No supplement, waiver, modification, or amendment of this License shall be binding, unless executed in writing by a duly authorized representative of each party to this License. Except as provided herein, the failure to exercise a right or require performance of an obligation under this License will not affect a party’s ability to exercise such right or require such performance at any time thereafter nor will the waiver of a breach constitute a waiver of any subsequent breach.
17.4 Force Majeure. TruckThat shall not be liable to you for any delay or failure to perform any obligation under this License if the delay or failure is due to unforeseen events and which are beyond the reasonable control of TruckThat, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays TruckThat from fulfilling its obligations and TruckThat is not able to prevent or remove the force majeure at reasonable cost.
17.5 Governing Law; Jurisdiction and Venue. This License is governed by the laws of the State of California and United States federal laws without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Jurisdiction and venue for actions related to the subject matter hereof are the State of California and United States federal courts located in Santa Clara County, California, and both parties hereby submit to the personal jurisdiction of such courts.
17.6 Equitable Relief. You acknowledge that your breach of this License would cause substantial harm to TruckThat that could not be remedied by the payment of damages alone. Therefore, upon any breach of this License by you, your employees, agents or contractors, and in addition to any other available legal remedy, TruckThat will be entitled to seek appropriate equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief.
17.7 Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS LICENSE 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. 16.8 Government End-Users Restricted Rights. The Application and related documentation, which were developed fully at private expense, are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 16.9 Notices. Any notice to TruckThat hereunder shall be in writing and sent to TruckThat, LLC, Attn: Legal Department, 935 Stewart Drive, Sunnyvale, CA 94085. Notices shall be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major commercial delivery service.
18. Contact Us.
TruckThat’s contact address is in Chanhassen, Minnesota as noted at www.truckthat.com. You may contact us at [email protected] or at 1-888-986-6320 for questions, complaints or claims with respect to the Application.
© 2017 TruckThat, LLC. All rights reserved.
This TruckThat Driver Application software includes the following listed Open Source software components licensed under the license agreements referenced and set forth below: Sugar ORM library – http://satyan.github.io/sugar/index.html Orhanobut Logger library, Copyright 2015 Orhan Obut – http://www.apache.org/licenses/LICENSE-2.0 Required copyright notices: Truck Stop location data © Copyright 2016 Comdata Inc, 5301 Maryland Way, Brentwood, TN 37027. All rights reserved. Traffic information provided by INRIX © 2016. All rights reserved by INRIX, Inc. Canadian Postal Codes data based on Computer File(s) licensed from Statistics Canada. © Copyright, HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented by the Minister of Industry, Statistics Canada 2003-2016. This does not constitute an endorsement by Statistics Canada of this product. Contains information licensed under the Open Government License – Canada. http://open.canada.ca/en/open-government-licence-canada Certain Points of Interest (POI) data by Infogroup © Copyright 2016. All Rights Reserved. Geographic feature POI data compiled by the U.S. Geological Survey. Oil and Gas field content provided by GEOTrac Systems Inc. © Copyright 2016. All Rights Reserved Cartographic data provided by multiple sources including lnstituto Nacional de Estadistica y Geografia, U.S. Geological Survey, Natural Earth and © Department of Natural Resources Canada. All Rights Reserved. Speed limit information provided by SpeedGauge, Inc. ©Copyright 2002-2016. All rights reserved. Source of map data for Mexico provided by lnstituto Nacional de Estadistica y Geografia. All Retail Prices for Pilot Flying J locations are subject to change and are subject to Pilot Flying J’s disclaimer set forth at http://www.pilotflyingj.com/disclaimer. National Elevation Data produced by the U.S. Geological Survey.