Forward Thinking Systems End User License Agreement
This End User License Agreement (this “Agreement”) applies to you (“you” and “your”) as a user of any Forward Thinking Systems software, service, equipment, or other solution, including without limitation, FleetCam (collectively, the “Services”) provided by Forward Thinking Systems LLC (“FTS” or “we”). By using any of the Services, you accept all and agree to the terms and conditions of this Agreement.
You acknowledge that your use of the Services is: (a) allowed by express authorization from an FTS customer (“Customer”); and (b) subject to the terms and conditions of any and all agreements between FTS and Customer (the “Customer Contract”).
- Software License. “Software” means any software product delivered by FTS to Customer in, including without limitation, any of the following: web-based software; scripts/code loaded on Hardware; applications for use on mobile devices; and all other web-based services provided to Customer. Subject to the terms of this Agreement and Customer’s payment of all service fees when due under this Agreement, FTS hereby grants you a limited, non-transferable, non-exclusive right and license to access and use the Software solely in conjunction with Customer’s access and use of the services, solely for Customer’s internal business purposes. The Software is only licensed pursuant to the terms contained in this Agreement and the Customer Contract, not sold. The foregoing license shall not include any right to: (i) copy, reproduce, modify or create any derivative work of any Software; (ii) sell, rent, lease, loan, license, sublicense, provide, distribute or otherwise transfer Software to any third party; (iii) use the Software for third-party training, commercial time-sharing or service bureau use; (iv) cause or permit the disassembly, decompilation, or reverse engineering of any Software or otherwise attempt to gain access to the source code of any Software; (v) grant access to the Software to any third party or other user without the authorization and requisite license from FTS or (vi) cause or permit any third party to do any of the foregoing. Customer receives no title or ownership rights to any Software. Except for the license granted in this Section, all right, title and interest in the Software shall remain the exclusive property of FTS or its licensors.
- Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FTS MAKES, AND YOU RECEIVE, NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE EQUIPMENT, THE SERVICES, AND/OR THE SOFTWARE, AND FTS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
- Limitation of Liability. FTS SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, REVENUE OR DATA; INTERRUPTION OF BUSINESS; LOST PROFITS OR GOODWILL; INCREASED COSTS OF OPERATION; OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, RELIANCE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR UNDER THIS AGREEMENT, EVEN IF FTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH. IN NO EVENT SHALL THE TOTAL LIABILITY OF FTS ARISING OUT OF OR UNDER THIS AGREEMENT, OR FOR BREACH OF THIS AGREEMENT, EXCEED THE AMOUNT PAID TO FTS UNDER THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION, OR OTHER LEGAL OR EQUITABLE THEORY. FTS SHALL NOT BE RESPONSIBLE FOR (A) ANY CLAIMS AGAINST FTS THAT ARISE FROM OR RELATE TO CUSTOMER’S USE OF THE EQUIPMENT OR (B) ANY THIRD-PARTY CLAIMS AGAINST CUSTOMER OR YOU.
- Compliance; Security. You shall comply with all applicable laws in connection with your use of the Services. You are solely responsible for your failure to keep all user identifications and passwords (your “Login Credentials”) secure. If you believe the security of your Login Credentials has been compromised, or you suspect unauthorized use, you will promptly notify us. We will be entitled to treat all communications, instructions and transactions as authorized by you if your Login Credentials are used unless you have notified us of compromise or unauthorized use of your Login Credentials. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity on your account, we reserve the right to terminate or suspend your access to our website or any applicable services or both and will contact you to advise of this decision.
- Data Collection. You recognize and acknowledge that FTS may collect data from Customer’s operations received in the normal course of the provision of the service component hereunder (“Customer Data”), aggregate such Customer Data with similar data received from the operations of its other customers, process and assemble such aggregated data and sell such data to third parties, all on a strictly anonymous basis. You hereby grants to FTS any and all consent and authority that may be required therefor. You acknowledge that FTS may store and use Customer Data pursuant to this Section 5 for at least a two (2) year period following FTS’s acquisition of Customer Data. You hereby grant to FTS a non-exclusive, fully paid, world-wide and irrevocable license to use Customer Data and to copy, anonymize, aggregate, process and display Customer Data, to derive anonymous statistical and usage data related to the Service ("Aggregated Data") to compile, combine or incorporate such Aggregated Data with or into other similar data and information available, derived or obtained from other clients, customers, licensees or users of FTS, or otherwise (collectively, Aggregated Data and such compiled, combined or incorporated data and information shall be referred to as "FTS Data"), to permit FTS to provide additional services to its customers, including the copying, publication, distribution, display, licensing or sale of FTS Data and related or similar other statistics or data to third parties pursuant to a separate licensing or services arrangement or agreement. FTS will be the owner of all right, title and interest in and to Aggregated Data and FTS Data.