Call A Ride, INC. End User License Agreement
Last Updated: November 28, 2018
PLEASE NOTE THAT THE TERMS OF THIS END USER LICENSE AGREEMENT SHALL GOVERN YOUR USE OF THE CAR TECHNOLOCY, REGARDLESS OF ANY TERMS THAT MAY APPEAR DURING THE INSTALLATION OF THE CAR TECHNOLOGY.
IMPORTANT-READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR USING THE CAR TECHNOLOGY, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA” or “Agreement”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE CAR TECHNOLOGY, AND YOU MUST DELETE THE CAR TECHNOLOGY IMMEDIATELY FROM YOUR DEVICE(S).
1. Authority and Capacity. You represent and covenant that: a.) you are at least eighteen (18) years old, and you are a U.S. citizen or are physically present in the United States as you access CAR Technology; and b.) you are competent and you have the capacity and authority to enter into this Agreement.
2. Definitions. This EULA is an agreement between You and CALL A RIDE INC., a Florida corporation (“CAR”) and governs your use of CAR’s Website, Mobile app, Platform, and any upgrades made available to the foregoing (collectively “CAR Technology”). “You” and “Your” means the individual or legal entity licensing the CAR Technology under this EULA. “Use” or “Using” means to download, install, activate, access, or otherwise use the CAR Technology. “Upgrades” means all updates, upgrades, bug fixes, error connections, enhancements, and other modifications to the CAR Technology and backup copies thereof. (CAR and You will collectively from time be referred to herein as the “Parties” or individually as “Party”).
3. License. Subject to compliance with this EULA and CAR’s Terms and Conditions, which are incorporated by reference herein as an integral part of this Agreement, CAR grants You a limited, non-exclusive, and non-transferrable license to Use the CAR Technology. Your license is valid only if the registration of your User Account is complete and accurate. Your right to Use the CAR Technology begins on the date the CAR Technology is made available for download or installation and continues until Your use of the CAR Technology is suspended by CAR or deleted by You from your device(s).
4. Ownership. CAR retains ownership of all intellectual property rights in and to the CAR Technology, including improvements, enhancements, derivative works, and modifications thereof. Your rights to use the CAR Technology are limited to those expressly granted by the EULA. No other rights with respect to the CAR Technology or any related intellectual property rights are granted or implied.
5. Limitations and Restrictions. You will not and will not allow a third party to: (1) transfer, sublicense, or assign Your rights under this license to any other person or entity; (2) modify, adapt, or create derivative works of the CAR Technology; (3) reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to derive the source code for the CAR Technology; (4) make the functionality of the CAR Technology available to third parties, whether as an application service provider, or on a rental, service bureau, cloud service, hosted service, or other similar basis; (5) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the CAR TECHNOLOGY.
6. Third Party Use of CAR Technology. You may permit a third party to Use the CAR Technology licensed to You under this EULA if such Use is solely (1) on Your behalf; (2) for Your internal operations; and (3) in compliance with this EULA. You agree that you are liable for any breach of this EULA by that third party.
7. Push Notifications. When you are logged into CAR Technology you may receive a message asking of you would like to allow push notifications. Push notifications are a way for an application to deliver information, including alerts, and/or sounds to your mobile device. Push notifications can be delivered whether or not you are currently logged-in to and/or using the CAR Technology and whether or not your device is in locked and/or sleep mode. CAR does not charge a fee to send push notifications, but fees may be imposed by your carrier or service provider depending on your data plan. If you decide that you no longer wish to receive push notifications from CAR, you should attempt to turn them off through you device notification settings.
8. DISCLAIMER. CAR PROVIDES CAR TECHNOLOGY “AS IS” AND EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, OR OTHER TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES, CONDITIONS OR OTHER TERMS REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, CAPACITY, PERFORMANCE, TITLE, NON-INFRINGEMENT. CAR DOES NOT WARRANT THAT THE CAR TECHNOLOGY WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. IN ADDITION, CAR DOES NOT WARRANT THAT THE CAR TECHNOLOGY OR ANY EQUIPMENT, SYSTEM, OR NETWORK ON WHICH THE CAR TECHNOLOGY IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
9. LIMITATION AND EXCLUSIONS OF LIABILITY. IN NO EVENT WILL CAR BE LIABLE FOR THE FOLLOWING, REGARDLESS OF THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE CAR TECHNOLOGY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (1) INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES; (2) LOSS OR CORRUPTION OF DATA OR INTERRUPTED OR LOSS OF BUSINESS; OR (3) LOSS OF REVENUE, PROFIT, GOODWILL, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, TO YOU, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU, IF ANY, FOR THE CAR TECHNOLOGY THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY FOR CAR TECHNOLOGY IS CUMULATIVE AND NOT PER INCIDENT. NOTHING IN THIS EULA LIMITS OR EXCLUDES ANY LIBILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER THE APPLICABLE LAW. CAR SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS EULA WITH RESPECT TO ANY THIRD PARTY SOFTWARE EMBEDDED IN THE SOFTWARE. YOU MAY NOT BRING ANY CLAIM UNDER THIS EULA MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ARISES.
10. Term and Termination. This EULA shall remain effective until terminated. You may terminate the EULA at any time by ceasing Use of or deleting CAR Technology from your device(s). This EULA will immediately terminate if You breach its terms or any terms of CAR’s Terms and Conditions. Upon termination of this EULA, You must cease using CAR Technology, you must remove CAR Technology from all of your device(s), and you must destroy all copies, full or partial, of the CAR Technology.
11. Transferability. You may not transfer or assign the license rights under this EULA to another person or entity. Any attempted transfer or assignment not in compliance with the foregoing shall be void and of no effect.
12. Compliance with Laws; Export Control; Governmental Regulations. Each Party shall comply with all laws applicable to the actions contemplated by this EULA. You acknowledge that the CAR Technology is of United States origin, is provided subject to the U.S. Export Administration Regulations, may be subject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited. You represent that (1) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (2) you will not permit the CAR Technology to be used for any purpose prohibited by law.
13. U.S. Government End Users. The CAR Technology may be deemed to be “commercial items,” as defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms as used in FAR 12.212. Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense Federal Acquisition Regulation Supplement (“DFAR”) 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this EULA may be incorporated, Government end users will acquire the CAR Technology with only those rights set forth in this EULA. Any license provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government.
14. Confidential Information. “Confidential Information” means information or materials provided by one party (“Discloser”) to the other party (“Recipient”) which are in tangible form and labeled “confidential” or the like, or, information which a reasonable person knew or should have known to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: (1) CAR Technology and code relating thereto; (2) information regarding CAR’s pricing, product roadmaps, or strategic marketing plans; and (3) non-public materials relating to the CAR Technology.
14.1 Protection. Recipient may use Confidential Information of Discloser; (1) to exercise its rights and perform its obligations under this EULA; or (b) in connection with the Parties’ ongoing business relationship. Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by this EULA, and will disclose the Confidential Information of Discloser only to the employees or contractors of Recipient who have a need to know such Confidential Information for purposes of this EULA and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.
14.2. Exceptions. Recipient’s obligations under 12.1 (Protection) with respect to any Confidential Information will terminate if Recipient can show that such information: (1) was already known to Recipient at the time of disclosure by Discloser; (2) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (3) is, or through no fault of Recipient has become, generally available to the public; or (4) was independently developed by Recipient without access to, or use of, Discloser’s Information. In addition, Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that the Recipient notifies Discloser of such required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
15. Notices. Any notice delivered by CAR to You under this EULA will be delivered via email. You agree to direct all legal notices or other correspondence to Call A Ride, Inc. Attn: Andrew R. Pardun, Esq., 5858 Central Avenue, Suite A, St. Petersburg, Florida 33707.
16. Waiver. Failure to enforce a provision of this EULA will not constitute a waiver.
18. Scrivener. No Party to this Agreement will be deemed to be the drafter of this Agreement and the rule of law construing ambiguous terms against the drafter will not be employed against any Party to this Agreement in the interpretation of this Agreement.
19. Advice of Counsel. Each Party has had the opportunity to seek its own legal counsel before entering into this EULA and is responsible for paying their own attorneys’ fees.
20. Binding Effect; Governing Law. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, agents, beneficiaries, heirs and assigns. This Agreement shall be governed by the laws of the State of Florida (without giving effect to conflict of laws principles thereof).
21. Time of the Essence. Time shall be of the essence with respect to all dates contained herein.
22. Construction. The headings of sections of this EULA are for convenience and are not to be used in interpreting this EULA. As used in this EULA, the work “including” means “including but not limited to.”