NOTICE OF MANDATORY ARBITRATION PROVISION: Your use of our Software and/or Services (as defined below) is subject to mandatory and binding individual arbitration of any disputes which may arise, as provided in the Section below titled “DISPUTES & MANDATORY ARBITRATION”. Please read all of that section carefully and do not use any of our Software or Services if you are unwilling to arbitrate all disputes you may have with us as provided in that section.
As used in this End User License Agreement (“ Agreement”), “you” and “your” means the owner and any authorized user of the Vehicle (as defined below), as well as any user of the Software or Services.
THIS AGREEMENT GOVERNS YOUR USE OF THE SOFTWARE AND/OR ANY HARDWARE (COLLECTIVELY, “SOFTWARE”) INSTALLED ON YOUR BATTLE MOTORS VEHICLE MANUFACTURED FOR USE IN THE CONTINENTAL UNITED STATES, ALASKA, AND HAWAII (“VEHICLE”), INCLUDING UPDATES TO THE SOFTWARE (“UPDATES”), AS WELL AS THE APPLICATIONS, SERVICES, FUNCTIONS, AND CONTENT PROVIDED THROUGH THE SOFTWARE (“SERVICES”).
PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE ORSERVICES. ANY USE OF THE SOFTWARE OR SERVICES, WHETHER AS ORIGINALLY INSTALLED OR AFTER AN UPDATE, SIGNIFIES YOUR CONSENT TO THIS AGREEMENT. THIS AGREEMENT WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN THE SECTION BELOW TITLED “TERMINATION; MODIFICATIONS”. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT USE OR CEASE USE OF OUR SOFTWARE AND SERVICES.
1. Software and Services. The Software is provided to you by Battle Motors, Inc. and/or its affiliates (together, “Battle Motors”), and includes the Software (including firmware) originally installed by or on behalf of Battle Motors on your Vehicle, and any Updates installed by you, Battle Motors or a dealer. The Software enables certain Vehicle functions, and gives you access to and the ability to use Services provided by Battle Motors, its licensors and/or third parties identified by Battle Motors and/or its licensors (collectively, “Service Providers”).
2. Licenses; Additional Terms; Service Content.
(a) Neither the Software nor Services have been or are sold to you. Rather, this Agreement grants you limited, non-exclusive and revocable license: (i) to use the Software solely as installed and updated by, on behalf of, or as permitted by Battle Motors; and (ii) to use the Services solely as made available by Battle Motors or other applicable Service Providers through the Software.
(b) Use of the Software and Services is subject to such other applicable terms and restrictions provided or made available to you by Battle Motors and other applicable Service Providers (“Additional Terms”). Additional Terms provided by Battle Motors include, among others and as applicable, the terms set forth in Appendix A. You agree that you will not use the Software or Services prior to executing and returning a copy of Appendix A to Battle Motors. In the event of a conflict between the terms in this Agreement and any Additional Terms, the Additional Terms shall govern to the extent of the conflict.
(c) Except for the limited use rights expressly granted to you in this Agreement or Additional Terms, you do not and shall not acquire any right, title or interest in the Software or Services, or any information, media or content provided through the Service Content (as defined below). Any rights not expressly granted herein or in any Additional Terms are expressly reserved.
(d) You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by the United States.
3. Service Content. The Software and Services 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 platforms or services, including through third-party advertising (collectively, “Service Content ”). You acknowledge and agree that neither Battle Motors nor any other Service Provider is responsible for Service Content, including the accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Service Providers do not assume and will not have any liability or responsibility to you or any other person or entity for any Service Content.
4. Free/Open-Source Software. The Vehicle, Software or Services may contain free/open- source software (“FOSS”) governing Battle Motors’ distribution and your use of the OSS. Battle Motors and the third-party authors, licensors, and distributors of the FOSS disclaim all warranties and all liability arising from any and all use or distribution of the FOSS. To the extent the Battle Motors provides any FOSS under terms that differ from underlying licenses associated with the FOSS, those terms are offered by Battle Motors alone. Additional information regarding FOSS incorporated in the Vehicle, Software or Services is provided via the Additional Terms – typically, in your Vehicle’s Owner’s Manual(s).
5. Restrictions. You acknowledge that Battle Motors reserves the right to discontinue the Software or Services, in whole or in part, at any time. When using the Software or Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in this Agreement, by applicable law (notwithstanding the limitations below), as Battle Motors or an applicable Service Provider may expressly otherwise permit, you shall not:
(a) copy the Software or Services.
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Services.
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or Services, 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 Software or Services, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Services, or any features or functionality of the Software or Services, to any third party for any reason, including by making the Software or Services available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Software or Services; or
(g) use the Software or Services for any unlawful purpose, or in violation of any third-party rights.
6. Distractions & Hazards. You understand and agree that your use of certain Software and/or Services while operating the Vehicle (or during any other activity that requires your attention) may be distracting, dangerous, or prohibited by law. You are solely responsible for your exercising good judgment, acting in a safe and responsible manner, and obeying all laws and regulations at all times. You understand that failing to pay full attention in the operation of your Vehicle or in other activities may cause an accident, damage, injury, death, or other serious consequences. You assume sole responsibility for your use of the Software and Services including, without limitation, where any such use is in violation of any applicable traffic regulations, rules or laws (such as any driver distraction laws, rules or regulations).
7. Updates. We may provide you with Updates containing Software and/or Service enhancements, improvements, changes to functionality, corrections, or other modifications that we may make generally available to our customers. All Updates provided to you are deemed part of the Software and/or Service, as applicable. In order to maintain proper functionality of the Software and/or Services, you are responsible for installing all Updates as soon as practicable after notice or receipt from us. If you do not install the Updates, then the Software and/or Service may not work and/or certain features may become disabled.
8. Wireless Service Carrier Terms.
(a) You have no contractual relationship with, and are not a third-party beneficiary of, any agreement between Battle Motors and the wireless service carrier. You agree that the wireless service carrier or Battle Motors will have no legal, equitable or other liability of any kind to you.
(b) Subject to FCC Number portability rules, you have no property or other rights in any assigned Number and such Number can be changed at any time.
(c) You understand Service may be temporarily refused, interrupted, curtailed or limited because of atmospheric, terrain, or other natural or artificial conditions and may be temporarily interrupted or curtailed due to usage concentrations, modifications, upgrades, relocation and repairs of transmission Network. You agree that the wireless service carrier or Battle Motors will not be responsible for such interruptions of the Service or the inability to use the Service within or outside the Authorized Areas.
(d) You understand that the Service cannot be used to place E911 calls.
(e) You understand that the wireless service carrier or Battle Motors cannot guarantee the security of wireless transmissions and will not be liable for any lack of security relating to the use of the Service.
(f) You understand and agree that the liability and obligations of Battle Motors to you under this Agreement may be strictly controlled and limited by the wireless service carrier’s tariff, if any, and the laws, rules and regulations of the FCC and other United States or foreign governmental authorities which from time to time have jurisdiction. In any event, regardless of the form of action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, your exclusive remedy and the total liability of the wireless service carrier, Battle Motors, and/or any supplier of services to Battle Motors arising in any way in connection with this Agreement, for any cause whatsoever, including, but not limited to, any failure or disruption of Service provided, will be limited to payment by Battle Motors of damages in an amount equal to the amount charged to you for the Service provided under this Agreement. In no event will Battle Motors and/or the wireless service carrier be liable for any cost, delay, failure or disruption of the Service, lost profits, or incidental, special, punitive or consequential damages.
(g) Battle Motors and/or the wireless service carrier will not be liable for the failure or incompatibility of Equipment in connection with the Service or changes in the network that may impact the service you receive. You will use Equipment at your own risk.
(h) You will indemnify, defend and hold Battle Motors, the wireless service carrier and the officers, employees and agents of each of them harmless from and against all claims, causes of action, losses, expenses, liability or damages (including reasonable attorneys’ fees and costs), and including without limitation for any personal injury or death, arising in any way directly or indirectly in connection with this Agreement; the provision or use of the Service; or the use, failure to use or inability to use the Service. This provision will survive the termination of this Agreement.
(i) You acknowledge that this Agreement is assignable by Battle Motors.
(j) Service may be temporarily suspended or permanently terminated without notice if Battle Motors’ agreement with the wireless service carrier is terminated for any reason, or you violate the Network rules and policies. You waive any and all claims against the underlying wireless service carrier, including any roaming carrier, for such suspension or termination.
(k) You will not engage in any actions that constitute Fraudulent Usage or Prohibited Usage. “Fraudulent Usage” means using the Internet Access Service (“IAS”) in such a manner that interferes with use of IAS by T-Mobile USA, Inc., (“TMUS”), or its Subscribers or End Users. “Prohibited Usage” means any:
• Machine to Machine based remote monitoring to provide life-sustaining medical care for any individual, including without limitation, in health care and assisted living environments.
• Use, or attempt to use, the Service for voice communications on a non-TMUS branded (white label) SIM card, or in any manner that creates, or appears to create a new “brand” of wireless service;
• Use the Service for monitoring third parties without their permission, including, but not limited to, prisoner and parolee monitoring;
• Use the Service to make E911 calls; and
• Use the Service to enable a voice line of service.
9. NO WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK. THE SOFTWARE AND SERVICES ARE PROVIDED ONAN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, BATTLE MOTORS, AS WELL AS ITS AFFILIATES, THE SERVICE PROVIDERS, ALL APPLICABLE LICENSORS, ANY UNDERLYING WIRELESS CARRIER, AND ANY APPLICABLE SUPPLIERS (COLLECTIVELY, THE “ADDITIONAL ENTITIES”) DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (A) WARRANTIES THAT SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SOFTWARE OR SERVICES; (C) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (D) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH THE SOFTWARE OR SERVICES; (E) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR SERVICES; (F) WARRANTIESTHAT YOUR USE OF THE SOFTWARE OR SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (G) WARRANTIES THAT ERRORS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.
11. RELEASE/WAIVER OF CLAIMS. FOR YOURSELF AND ANYONE ELSE CLAIMING UNDER YOU OR ON YOUR BEHALF, YOU AGREE TO RELEASE AND DISCHARGE BATTLE MOTORS AND EACH OF THE ADDITIONAL ENTITIES, THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES, AND EACH THIRD-PARTY BENEFICIARY FROM ALL CLAIMS, LIABILITIES AND LOSSES IN CONNECTION WITH THE SOFTWARE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE TOTAL OR PARTIAL FAILURE OF PERFORMANCE OF THE SOFTWARE OR SERVICES, EVEN IF CAUSED BY OR BASED UPON BATTLE MOTORS’ OR THE ADDITIONAL ENTITIES’ NEGLIGENCE, GROSS NEGLIGENCE, STRICT PRODUCTS LIABILITY, DECEPTIVE TRADE PRACTICES ACT VIOLATIONS, BADFAITH, OR BREACH OF WARRANTY OR THE MALFUNCTION OF THE SOFTWARE OR SERVICES. YOU AGREE TO WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANYCLAIM FOR DAMAGES OTHER THAN DIRECT, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT. YOU HEREBY RELEASE AND DISCHARGE BATTLE MOTORS AND EACH OF THE ADDITIONAL ENTITIES (INCLUDING ANY THIRD PARTIES PROVIDING ALL ORPART OF THE SOFTWARE OR SERVICES) FROM AND AGAINST ANY CLAIMS, DAMAGES, EXPENSES AND LIABILITY ARISING FROM OR RELATED TO ANY INJURIES, DAMAGES,OR LOSSES TO ANY PERSON (INCLUDING DEATH) OR PROPERTY OF ANY KIND RESULTING IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THESOFTWARE OR SERVICES.
12. DISPUTE RESOLUTION & MANDATORY ARBITRATION. PLEASE READ THIS PROVISION CAREFULLY. IT INCLUDES AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU (INCLUDING, FOR THE PURPOSES OF THIS SECTION, ANYONE CLAIMING UNDER YOU OR ON YOUR BEHALF) AND BATTLE MOTORS EACHAGREE TO SUBMIT ANY DISPUTE RELATED TO THIS AGREEMENT (INCLUDING THE SOFTWARE OR SERVICES) TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. THIS PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION, AND A JURY WAIVER. YOU AND BATTLE MOTORS EACH AGREE:
(a) Informal Resolution of Disputes. If you or Battle Motors has a dispute or disagreement with the other regarding the Software, Services or any other aspect of this Agreement (each, a “Dispute”), you and Battle Motors each agree to first contact and provide a written description of the Dispute, all relevant documents/information and a proposal for resolving the Dispute. You agree to contact us with Disputes at 888-328-5443, Attention General Counsel. Battle Motors will contact you based on the contact information we have in our systems.
(b) Mandatory Arbitration of Unresolved Disputes. If after 60 days the parties are unable to resolve the Dispute, YOU AND BATTLE MOTORS BOTH AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, TO USE BINDING ARBITRATION, NOT A LAWSUIT (except for small claims court cases as described below) TO RESOLVE THE DISPUTE. You and Battle Motors each acknowledge and agree that, but for this agreement to arbitrate disputes, you and Battle Motors would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide the case and you and Battle Motors each voluntarily choose to waive that right and pursue all applicable Disputes through binding arbitration.
(c) Arbitration Entity & Rules. Arbitration under this Agreement shall be conducted and administered by the American Arbitration Association pursuant to its Consumer Arbitration Rules. If you and Battle Motors both agree, the arbitration may be conducted and administered by another arbitration entity under that entity’s applicable rules. If the arbitration results in an award, then judgment on the award may be entered in any court having jurisdiction. An arbitrator may award on an individual basis any relief.
(d) Federal Arbitration Act. You and Battle Motors each enter this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16 (“FAA”).
(e) Exceptions to Arbitrate. You and Battle Motors each agree: (i) either of us may bring qualifying Disputes in small claims court; (ii) if for any reason any court or arbitrator holds that the Class Action Waiver below is unconscionable or otherwise unenforceable, then our agreement to arbitrate does not apply and the class-wide dispute must be brought in court; or (iii) Battle Motors (and any other Service Provider) may seek injunctive or other appropriate relief in court or arbitration to the extent the Dispute in any manner involves your actual or threatened infringement or violation Battle Motors’ or any third party’s patent, copyright, trademark, trade secret, privacy or publicity rights.
(f) Costs & Fees. You and Battle Motors each agree to pay our own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. You and Battle Motors also agree that any claim for or award of attorneys’ fees is waived.
(g) NO CLASS ACTIONS. TO THE EXTENT ALLOWED BY LAW, YOU AND BATTLE MOTORS EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
(h) NO TRIAL BY JURY. TO THE EXTENT ALLOWED BY LAW, YOU AND BATTLE MOTORS EACHWAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
(i) Applicable Law. To the extent that the FAA does not supply substantive law necessary for the resolution of the Dispute, the laws of the State of Delaware shall apply to the Arbitration or, if permitted hereunder, a court action, except that Delaware laws concerning choice of law or conflict of laws shall not apply if they would cause the substantive law of another jurisdiction to apply.
You shall indemnify, defend and hold harmless Battle Motors from any and all claims, allegations, demands, causes of action or damages, costs and expenses (including reasonable attorneys' fees and court costs)(collectively, “Claims”) related to: (a) the Software; (b) your use of the Software; (c) any Claims by third parties against Battle Motors that arises out of your use of the Software, (d) any material breach of this Agreement by You; and (e) Your failure to comply with any applicable law.
(a) The following information is deemed “Confidential Information”: any information provided by a disclosing party (“Disclosing Party”) to the receiving party (“Receiving Party”) relating to (i) the Disclosing Party’s intellectual property, ideas or inventions, including without limitation the Products, any related application and technology, code, and programs, (ii) the Disclosing Party’s business (including financial, sales and marketing plans), and (iii) the Disclosing Party’s existing or contemplated products or services, technology, trade secrets, technical procedures, methodologies or proprietary rights or those of the Disclosing Party’s supplier or contractor which has been or will be furnished by or through the Disclosing Party to the Receiving Party, and such other information identified as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary. Confidential Information shall also include the contents of this Agreement.
(b) Each party acknowledges that it has been informed of the confidential and proprietary nature of the other’s Confidential Information. Except as required by law, legal process or applicable professional standards of the Receiving Party, each party shall (i) use the same degree of care as it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care, to keep all Confidential Information received from a Disclosing Party in confidence, (ii) use the Confidential Information only for purposes of performing this Agreement, and (iii) not disclose or reveal the existence or the content of any Confidential Information to any third party without the prior written consent of the Disclosing Party. Any person or entity receiving Confidential Information will be obligated to enter into a confidentiality agreement having substantially the same terms as the provisions set forth herein. Confidential Information of a Disclosing Party may not be translated into another format or language, or decompiled or reverse engineered without the Disclosing Party’s prior written consent. A Receiving Party shall have no obligation of confidentiality as provided herein to the extent that the Confidential Information (a) was, at the time of disclosure to the Receiving Party, in the public domain; (b) was disclosed by the Disclosing Party to others without any obligation of confidentiality; (c) became part of the public domain by publications or otherwise without a breach by the Receiving Party of the provisions of this Agreement; (d) was known by the Receiving Party at the time of disclosure without any obligation of confidentiality, or is independently developed by the Receiving Party without reference to the Confidential Information; or (e) was disclosed to the Receiving Party by a third party which was not, to the best of the Receiving Party’s knowledge, after diligent inquiry, under an obligation of confidentiality.
(c) Each party acknowledges that the Confidential Information received from a Disclosing Party is and shall remain, vis-a-vis the Receiving Party, the sole and exclusive property of the Disclosing Party.
(d) Each party acknowledges that monetary remedies will be inadequate to protect Confidential Information and that injunctive relief will be appropriate to protect such rights. Each party acknowledges that a Disclosing Party will be irreparably damaged to the extent that any of the terms of this Section 14 are violated and agrees that such terms shall be enforceable through (i) issuance of an injunction restraining the unauthorized copying, duplication, use, dissemination or disclosure of any Confidential Information, or (ii) any other legal or equitable remedies, which shall be cumulative with and not exclusive of any other remedy or remedies.
(e) Disclosure of Confidential Information shall be permitted to the extent demanded by subpoena or other validly issued administrative or judicial process; provided that the Receiving Party shall promptly notify the Disclosing Party of such demand, who shall, if it so elects, assume and conduct the defense of such demand. If requested by the Disclosing Party, the Receiving Party shall cooperate (at the expense of the Disclosing Party) in the defense of the demand.
(f) Neither Battle Motors nor You shall make any public announcement to the effect that the parties have entered into this Agreement without the express prior written consent of the other.
(g) The Receiving Party shall return or certify destruction of the Confidential Information in written or other tangible form of the Disclosing Party in its possession upon the request of the Disclosing Party.
15. TERMINATION; MODIFICATIONS.
(a) Battle Motors reserves the right in its sole discretion and at any time and for any reason, to terminate, discontinue or modify any aspect or feature of the Software or Services.
(b) Battle Motors reserves the right, in its sole discretion, to modify the terms of this Agreement. Modifications to this Agreement will be posted at [ ] or such other website as Battle Motors may designate from time-to-time. It is your responsibility to check this site from time-to-time for any changes. In certain instances, we may provide you notice of such modifications via email, through our applications or through the multimedia equipment in your Vehicle. Your access and use of the Software and Services following any modification of this Agreement posted to the above site will signify your assent to and acceptance of this Agreement, as modified. If you object to any such modification to this Agreement, unless we notify you otherwise in writing, your sole recourse is to immediately discontinue use of the Software and Services.
(a) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
(b) Except where specifically stated otherwise (e.g., see Section 12(e)(ii) above), if any part of this Agreement is unlawful or unenforceable for any reason, you and Battle Motors both agree that only that part of the Agreement shall be stricken and that the remaining terms in this Agreement shall not be affected. So, for example, if a provision in this Agreement is found to be unenforceable, you and Battle Motors agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of this Agreement shall remain in force.
(c) Where Battle Motors has provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English version governs your relationship with Battle Motors. The English language version takes precedence if there is any contradiction between the English and translated versions.
(d) This Agreement (including any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous written or oral agreements between you and Battle Motors with respect to such subject matter.
(e) You may not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, without Battle Motors’ prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. Battle Motors may assign this Agreement or any rights hereunder without your consented without notice.
Data Notice for Mobileye Retrofit Products including
Mobileye 8 Connect™ and Mobileye Shield™ Devices – v. 4/2021
1. In this Notice:
- data means anonymous data, observed and collected by the device, about:
- street features (e.g., signs, traffic lights and lane markings);
- dynamic external events (e.g., vehicles parked on the hard shoulder; objects in the road); and
- vehicle dynamics (e.g., sudden braking);
and the times and locations at which they were observed.
- devices mean your Mobileye 8 ConnectTM or Mobileye Shield+TM devices;
- we/us/our refers to Mobileye Vision Technologies Ltd and/or its affiliates; and
- you/your refers to the legal entity whom you represent, and its successors and assigns.
2. Your devices are connected to our cloud. This enables us to send over-the-air software updates to them to improve their performance or to add features, and to collect data (including images) which we use to improve our products and services. We bear the related costs of data transmission between your devices and our cloud (but additional optional services such as Mobileye telematics services are subject to separate agreement between you and us).
3. The data does not contain any personal information and so does not allow identification of any specific individual; the devices remove all personal information (including incidentally collected faces and license plates contained in images) from the data before it is transmitted to our cloud. Collection, processing, and upload of the data occurs in the background and does not affect the proper operation of the device’s safety features. (You can find out more about how we deal with personal information at www.mobileye.com/privacy-policy/ .)
4. We may occasionally email you about over-the-air software updates for your devices, or changes to these terms. It’s preferable that you give us a generic email address for this purpose (e.g. firstname.lastname@example.org, not the email of a specific person); and, if the email address below changes, please let us know via email@example.com. If you are a fleet operator you agree to make these terms available to your drivers.
5. The data is confidential, and some or all of it is collected and transmitted by the devices in a format or digital container that is proprietary and confidential to us, and designed to be inaccessible other than to us, and (even if accessed) unreadable other than by us. We own all rights in the data (including any intellectual property rights), and if you acquire any present or future rights in the data by operation of law, you assign them to us. You agree we may possess, use, modify and disclose the data in any way without obligation to you.
6. If you transfer ownership of a device, you agree to (i) notify us of the transfer and (ii) notify the new owner that the device collects data.
7. The law of the applicable country below governs these terms and any dispute about them (including non- contractual claims), regardless of any conflict of laws principles that may apply, and the applicable courts below will have exclusive jurisdiction over any dispute arising from or relating to this agreement. You consent to personal jurisdiction and venue in those courts.
Your place of incorporation
City of Jerusalem
US or Canada
Any country within the Asia- Pacific region
Any other country
England and Wales