Please read this Phillips Connect Technologies DriverAssist Mobile Application End User License Agreement (“EULA”) carefully before using the DriverAssist Mobile Application.
This EULA forms a binding legal agreement between Customer (and any other entity on whose behalf Customer accepts these terms) (collectively “Customer”, “You” or “Your”) and Phillips Connect Technologies, LLC (“Phillips Connect” or “Company”) (each separately a “Party” and collectively the “Parties”) as of the date You, Customer, download the DriverAssist Mobile Application.
Customer’s use of the DriverAssist Mobile Application is subject to this EULA and Customer’s use of the Monitored Products will remain subject to the existing agreement(s) governing Customer’s purchase and use of those products. Customer’s use of the DriverAssist Mobile Application does not affect Customer’s agreements with the manufacturers or sellers of the Monitored Products.
IN ORDER TO USE THE DRIVERASSIST MOBILE APPLICATION, YOU MUST FIRST AGREE TO THIS EULA. BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE DRIVERASSIST MOBILE APPLICATION, YOU ACCEPT THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, ACCESS OR USE THE DRIVERASSIST MOBILE APPLICATION.
IF YOU ARE AGREEING TO BE BOUND BY THIS EULA ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THIS EULA. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY, YOU MAY NOT ACCEPT EULA OR USE THE DRIVERASSIST MOBILE APPLICATION ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY. YOU AGREE THAT THIS EULA IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
- Definitions
“DriverAssist Mobile Application” means the mobile application that permits a customer to connect a compatible device to a product and view diagnostic data about the products.
“Customer Representatives” means Customer’s officers, directors, employees, agents, assigns, invitees, representatives.
“Customer” means you, the user of the DriverAssist Mobile Application.
“Monitored Product” means the smart trailer accessories monitored by the DriverAssist Mobile Application.
- Limited Mobile App License. Provided that You have complied with and continue to comply with, all of the provisions of this EULA, Phillips Connect grants You a revocable, non-exclusive, non-transferrable limited license to download, install and use the DriverAssist Mobile Application solely for the purpose of enabling Customer to connect to, configure and view information regarding Monitored Products from a compatible device for Customer’s personal and internal business purposes only. This EULA will automatically terminate upon termination of Customer’s use of the DriverAssist Mobile Application.
- License Limitations. Customer may not use the DriverAssist Mobile Application for any purposes not expressly permitted by this EULA. Customer shall not: (a) reproduce, modify, distribute, transfer, disclose or make available to any third party any portion of the DriverAssist Mobile Application (or any related user manuals, documentation, or screenshots), (b) reverse engineer, decompile, or disassemble any licensed software or mobile application; (c) publish or distribute to third parties any performance or benchmark tests or analyses relating to the DriverAssist Mobile Application; (d) use the DriverAssist Mobile Application to connect a Monitored Product not owned and operated by Customer; (e) use the DriverAssist Mobile Application or any information obtained from the DriverAssist Mobile Application to harass, abuse, or harm another person; or (f) use the DriverAssist Mobile Application in a manner that violates any applicable law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination, false advertising, or data privacy).
- Customer’s Responsibilities. The DriverAssist Mobile Application is designed to permit a customer to view information regarding a Monitored Product. Customer acknowledges and agrees that the DriverAssist Mobile Application is not a safety system and use of the DriverAssist Mobile Application while driving could cause a safety issue. Customer further acknowledges and agrees that use of the DriverAssist Mobile Application does not relieve Customer of Customer’s sole responsibility to maintain at all times the integrity and performance of the Monitored Products, maintain the privacy of data displayed through the DriverAssist Mobile Application, and maintain the safety of Customer’s vehicle. Customer also acknowledges and agrees that the DriverAssist Mobile Application may connect to nearby Monitored Products and Customer is responsible for verifying that the DriverAssist Mobile Application is connected to the desired Monitored Product before using the DriverAssist Mobile Application. Customer acknowledges and agrees that the DriverAssist Mobile Application is not intended for use while driving a vehicle. Customer assumes the risk of use of the DriverAssist Mobile Application in connection with the operation of transportation equipment, including heavy machinery and vehicles that may cause injury or death.
- NO WARRANTY. YOUR USE OF THE DRIVERASSIST MOBILE APPLICATION IS AT YOUR SOLE RISK. THE DRIVERASSIST MOBILE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PHILLIPS CONNECT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT TO THE DRIVERASSIST MOBILE APPLICATION, INCLUDING WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, PHILLIPS CONNECT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE DRIVERASSIST MOBILE APPLICATION 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. PHILLIPS CONNECT EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR PROTECTING THE PRIVACY OF ANY DATA (“USER DATA”) THAT CUSTOMER MAY GENERATE, DISPLAY, STORE, OR OTHERWISE MANAGE USING THE DRIVERASSIST MOBILE APPLICATION.
By using the Application, Customer acknowledges and agrees that if they choose to share any User Data with other individuals, entities, or third parties, Customer waives all privacy protections related to such shared data. Phillips Connect will not be liable for any unauthorized access, use, disclosure, alteration, or destruction of User Data once such data has been shared by Customer. Customer is solely responsible for any and all consequences that may arise from sharing User Data with others, including, but not limited to, any loss of privacy, data breaches, or misuse of information.
Customer agrees that Phillips Connect has no obligation to provide support, maintenance or updates for or to the DriverAssist Mobile Application. To the extent the DriverAssist Mobile Application contains any third-party software, Customer’s rights and obligations with respect to such software will be subject to and governed by the third party’s terms and conditions.
The DriverAssist Mobile Application is only available for supported devices and might not work on every device. Determining whether Customer’s device is a supported or compatible device for use with the DriverAssist Mobile Application is solely Customer’s responsibility, and downloading the DriverAssist Mobile Application is done at Customer’s own risk. Phillips Connect does not represent or warrant that the DriverAssist Mobile Application and Customer’s device are compatible or that the DriverAssist Mobile Application will work on Customer’s device.
- Limitation Of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PHILLIPS CONNECT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY FOR DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE DRIVERASSIST MOBILE APPLICATION. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), CLAIMS OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR PHILLIPS CONNECT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Indemnification. Customer agrees to indemnify, defend and hold harmless Phillips Connect and its officers, directors, employees, 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 attorneys’ fees, arising from or relating to (a) Customer’s use or misuse of the DriverAssist Mobile Application or Customer’s breach of this EULA, (b) allegations that Customer’s use of the DriverAssist Mobile Application defames any person or violates their rights of publicity or privacy; (c) any violation by Customer of any applicable law or regulation during the use of the DriverAssist Mobile Application; (d) any violation by Customer of any provision of this EULA; (e) negligence, recklessness or intentional misconduct; and/or (f) modification or misuse of the DriverAssist Mobile Application.
- EULA and DriverAssist Mobile Application Updates and Changes. Phillips Connect reserves the right to modify this EULA and the DriverAssist Mobile Application at any time and for any reason. Updates to the DriverAssist Mobile Application may modify or delete in their entirety certain features and functionality. The customer agrees that Phillips Connect has no obligation to provide any updates or to continue to provide or enable any particular features or functionality. Phillips Connect will post the most current version of this EULA at www.phillipsind.com/driverassist-end-user-license-agreement. You are responsible for complying with the updated terms posted online at Phillips Connect’s website even if these updated terms appear online at Phillips Connect’s website before being posted on the DriverAssist Mobile Application. Customer’s continued use of the DriverAssist Mobile Application after Phillips Connect publishes notice of changes to this EULA indicates Customer’s consent to the updated terms.
- Term and Termination. The term of this EULA commences when Customer downloads or installs the DriverAssist Mobile Application, whichever comes first, and will continue in effect until terminated by Customer or Phillips Connect as set forth in this Section 9 (Term and Termination). Customer may terminate this EULA by deleting the DriverAssist Mobile Application and all copies thereof from Customer’s device. Phillips Connect may terminate this EULA at any time without notice for any reason, including if (a) Customer has breached any provision of this EULA, (b) Phillips Connect is required to terminate this EULA by law; or (c) Phillips Connect ceases to support the DriverAssist Mobile Application, which Phillips Connect may do in its sole discretion. Upon termination: (d) all rights granted to You under this EULA will also terminate; and (e) Customer must cease all use of the DriverAssist Mobile Application and delete all copies of the DriverAssist Mobile Application from Customer’s devices. Termination of this EULA will not limit any of Phillips Connect’s rights or remedies at law or in equity.
- Intellectual Property Rights. Phillips Connect reserves all rights related to the DriverAssist Mobile Application that are not expressly granted to the Customer hereunder. The DriverAssist Mobile Application is protected by copyright, trade secret and other intellectual property laws and treaties. Between Customer and Phillips, Phillips Connect owns all titles and interests in and to the DriverAssist Mobile Application. Customer agrees not to remove, conceal or otherwise modify any copyright, trademark, logo or other proprietary notice or source identifier contained in or associated with the DriverAssist Mobile Application. Phillips Connect will be free to exercise all rights in any suggestions, ideas, or other feedback Customer provides to Phillips Connect about the DriverAssist Mobile Application, without restriction and without compensating Customer.
In the event of a third-party claim that the DriverAssist Mobile Application, or Customer’s possession and use of the DriverAssist Mobile Application, infringes third party’s intellectual property rights, Phillips Connect will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. If the DriverAssist Mobile Application becomes, or in Phillips Connect’s opinion is likely to become, the subject of an infringement claim, Phillips Connect may at its sole option and expense: (i) procure for Customer the right to make continued use of the DriverAssist Mobile Application; (ii) replace or modify the DriverAssist Mobile Application so that the DriverAssist Mobile Application becomes non-infringing; or (iii) terminate the DriverAssist Mobile Application. This Section 10 (Intellectual Property Rights) sets forth Customer’s and Phillips Connect’s only rights and obligations under this EULA for any third party’s Intellectual Property Rights related to DriverAssist Mobile Application.
- Assignment. Phillips Connect expressly reserves the right to delegate any of its rights and obligations under this EULA to its assignees, suppliers and contractors. Customer may not assign, delegate or otherwise transfer (whether by operation of law or otherwise) any of Customer rights or obligations hereunder without the prior written consent of Phillips.
- Customer Indemnification. Customer agrees to indemnify, defend and hold Phillips Connect and Phillips Connect’s officers, directors, employees, agents, contractors, subsidiaries, affiliates, or parent companies of each of them (each an “Indemnified Person”) harmless from any claims, including without limitation, for any personal injury or death, arising out of Your, or a Customer Representative’s: (i) violation or other breach of any provision of this EULA; (ii) negligence, recklessness or intentional misconduct; (iii)violation of any laws (whether statutory, under common law or otherwise), rules or regulations applicable to the use of the DriverAssist Mobile Application; (iv) inability to use the DriverAssist Mobile Application due to an act or omission of Customer or a Customer Representative, including due to Phillip’s refusal to provide access to the DriverAssist Mobile Application because Customer or any other Customer Representative has violated any provision of this EULA; and/or (v) modification or misuse of the DriverAssist Mobile Application.
- Export Regulation. The DriverAssist Mobile Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the DriverAssist Mobile Application to, or make the DriverAssist Mobile 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 DriverAssist Mobile Application available outside the US.
- Severability. If any provision of this EULA 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 EULA will continue in full force and effect.
- Governing Law and Venue. This EULA is governed by and construed in accordance with the internal laws of the State of California 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 EULA or the DriverAssist Mobile Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Orange County. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
- Entire Agreement. This EULA constitutes the entire agreement between Customer and Phillips Connect with respect to Your use of the DriverAssist Mobile Application and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to Your use of the DriverAssist Mobile Application.
- 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 EULA and any applicable purchase or other terms, the terms of this EULA shall govern with respect to the DriverAssist Mobile Application.
- Developer Name and Address: Any of Your questions, complaints or claims with respect to the DriverAssist Mobile Application distributed by Phillips Connect should be directed to: Phillips Connect Technologies, LLC at (833)213-5839 or [email protected]