EULA

Last updated: April 13, 2023

REMOTIVELABS END USER LICENSE AGREEMENT

Please review this End User License Agreement (collectively “EULA” or the “Terms”) carefully. Your acceptance of these Terms is required in order for you to access and use the RL Solution (as defined below). By click-accepting these Terms, by using the RL Solution in whole or in part, by downloading or installing RL Software, by registering or opening an account with us, or by signing this EULA, you are entering into a legally binding agreement with us. If you do not agree to these Terms, you cannot use the RL Solution. We reserve the right at our discretion to propose modifications to these Terms periodically. We will notify you of such changes via an email sent to the email address we have on file for you or via other notification mechanisms. Your continued use of and access to the RL Solution after notice of such modifications indicates your acceptance of and agreement to the modified Terms.

The first thirty days of your use of the RL Solution is free of charge. Thereafter you may continue to use the RL Solution upon payment of our invoice for a subscription fee that entitles you to a longer-term Use License subscription to the RL Solution to take effect after the free evaluation trial. The subscription term will automatically renew for additional one-year terms at the then-current subscription fee, unless you elect to not renew prior to the end of your then-current subscription via cancellation instructions we will provide to you, whereupon you must cease all use of the RL Solution. All payments are non-refundable and are exclusive of taxes including VAT.

1. DEFINED TERMS“Access Information”: user name, password, and other log-in information for access to all or any part of the RL Solution.

“Content”: In-vehicle car data, text, images, graphics, photos, video, applications, audio, and any other content, information or data, created, derived from or accessible via use of the RL Solution. The term “your Content” includes Content you provide to, or Content originating or derived from your use of, the RL Solution.

“Device”: ​the hardware and devices on which the RL Software is intended to be installed and operated, and which are owned and controlled exclusively by you and your authorized user(s).

“Privacy Policy”: our Privacy policy is available here, as may be amended on one or more occasions.

“RL Service”: the online cloud services and information provided by us in relation to and in support of the RL Software, including provision of the functionality of the RL Software as a service, as such services may be updated or modified by us on one or more occasions.

“RL Software”: the software applications (including RemotiveBroker and RemotiveWebApp), RL Source Code, tools, documentation, and application programming interfaces (if applicable), as may be made available to you, and as may be updated or modified by us on one or more occasions.

“RL Solution”: RL Service, RL Software, Support Services, and the features, functionality, data, applications, and services that we may make available to you via your use of the RL Software and RL Service.

“RL Source Code”: reference, sample and/or integration human-readable software program source code, as may be made available to you, and as may be updated or modified by us on one or more occasions. 

“Support Services”: services we may agree to perform to enable the training, setup, integration, maintenance and/or support of the RL Solution, which may include support, consulting, professional services, and the services described in section 6.

“Third Party Applications”: online or offline software, products, services, functionality, hardware, networks and Content not developed or provided by us.

“Use License”: a single and company- or individual-specific limited license for a limited number of developers (as purchased by you and as stated in our issued invoice) to (a) make copies of the installable RL Software as required to load such copies onto Devices corresponding to each authorized user, and for backup and archive purposes; (b) modify, create derivative works of, and compile RL Source Code and such derivative works; and (c) access and use the RL Software in accordance with these Terms.

“We”, “us”, “our” or “RemotiveLabs”: Remotive Labs AB, organized under the laws of Sweden.

“You” or “your”: the single entity or single individual licensee of a Use License to the RL Software.

2.0 END USER LICENSE

2.1 License Grant. Subject to your compliance with these Terms, we hereby grant to you a non-sublicensable, non-transferable, and non-exclusive Use License, for your internal or personal use. If you are an entity, you may exercise the rights granted in this section solely via your own employees and contractors. You will ensure that all such employees and contractors are bound by written confidentiality and restricted use agreements that apply to the RL Solution and are consistent with and no less protective than these Terms.

2.2 Updates. The RL Software may update automatically. Updates may be required for ongoing support of the RL Solution. You agree to accept such updates subject to these Terms unless other terms accompany the updates. If so, those other terms will apply. We are not obligated to make any updates available except as we may separately agree in writing.

2.3 Unauthorized Use. You will not (a) except as set forth in section 2.1, reproduce, modify, or create derivative works or improvements of the RL Software; or (b) sublicense, distribute to or share use of the RL Software or its functionality with any third party including via a network. All rights not expressly granted in this section are reserved to us. You will have no right or license to the RL Software other than the rights set forth in section 2.1.

2.4 Ownership; Grant-Back. We and our licensors retain all right, title and interest in the RL Software and associated intellectual property rights, and all copies of the RL Software. The structure, sequence, organization and code of the RL Software constitute our and our licensors’ valuable trade secrets and copyrighted confidential information. You will preserve and not suppress our proprietary notices, markings, and branding associated with or displayed via the use of the RL Software. You hereby grant to us and our affiliates a nonexclusive, worldwide, perpetual, irrevocable, non-terminable, sublicensable, fully paid up, royalty-free, assignable and transferable license to make, use, reproduce, modify, adapt, create derivative works of, improve, extend, enhance, translate, distribute (directly and indirectly, in any medium, under terms of choice), combine, compile, transmit, display and perform publicly, license, rent, lease, and manufacture, sell, offer to sell, and import, your modifications, extensions, improvements and derivative works of RL Software, and to sublicense any or all of the foregoing rights.

2.5 Reverse Engineering. You will not reverse engineer, modify, decompile, disassemble or otherwise attempt to derive the source code, interfaces or other information from the RL Software, or work around technical protections or limitations associated with the RL Software, except and only to the extent that: (a) such activity is expressly permitted by directly applicable law notwithstanding this limitation; (b) it is essential to engage in such activity in order to obtain information needed to achieve interoperability of independently created software with the RL Software, or to correct errors; (c) such activity is confined to those parts of the RL Software which are necessary to achieve interoperability or correct errors; and (d) we have not made such information available to you under reasonable terms and conditions. Any information supplied to or obtained by you under this section as a result of reverse engineering may only be used by you for the purpose described in this section, and will not be disclosed to any third party or used to create any software that is substantially similar to the RL Software.

2.6 Open Source. Certain components or libraries included in or bundled with the RL Software may be covered by open source licenses. To the extent required by such open source licenses, the terms of such licenses will apply in lieu of the terms of section 2.1, solely with respect to those libraries or components that are licensed under such open source licenses. You will not combine or link any part of the RL Software with publicly available source code licensed under terms (including without limitation GPL, AGPL, LGPL, Mozilla, and Eclipse copyleft open source licenses) requiring, as a condition of use or distribution, that any separate software linked to, derived from, or integrated with, such code, be made available in source code form, or without charge, or free of enforceable intellectual property rights, or otherwise take any action that would make all or any part of the RL Software subject to such open source license terms.

2.7 Our Marks. You agree that any use of our marks, branding and logos (“Marks”), whether permitted or otherwise, will inure to our sole benefit. You will not directly or indirectly: (a) file or prepare any application for registration of any Marks; (b) assert any right, title, license to, or interest in the Marks; or (c) adopt, use, file for registration, or register, in whole or in part, any trademark, service mark, trade name, logo, or domain name which may be confusingly similar to or an infringement of the Marks or any of our domain names.

3.0 ACCESS TO THE RL SOLUTION

3.1 Availability. Subject to your compliance with these Terms, we will use reasonable efforts to make the RL Solution available, subject to scheduled maintenance or upgrades, for emergency reasons, suspension as required by law or governmental authority, in order to prevent harm to or infringements of the rights of others, or delays or failures due to (a) Third Party Applications,  or (b) platforms, networks, forces, events, malware, or equipment that are not under our control. You acknowledge that your decision to use the RL Solution is not reliant or dependent on the availability of any current or future functionality, products, or features, or on any oral or written public or private comments or representations made by us. You may not use the RL Solution if you are barred from doing so under applicable law. If you are using the RL Solution on behalf of a company, you warrant that you have full power and authority to bind such company to these terms.

3.2 Consent to Privacy Policy; Emails. You agree and consent to the Privacy Policy and to receive email messages from us, which may be transactional, for account management purposes, or for communications relating to or provided as part of the RL Solution, including notifications related to Support Services, administrative notices and service announcements or changes.

3.3 Reservation of Rights. We retain all right, title and interest in and to the RL Solution and our Content, and all associated intellectual property rights. We grant no licensed rights to our patents. Our Content, and the user interface, user experience, icons, presentation layer and elements, reports, layouts, and screen displays of or generated by the RL Solution, are our copyrightable material, our trade dress and our trademarks and servicemarks. You will not use, reproduce or deploy the RL Solution, except for your own personal use or your own business operations, and solely in accordance with these Terms.

4.0 USE OF THE RL SOLUTION

4.1 Necessary Systems. Access to and ability to effectively use the RL Service is conditioned on your procurement at your expense of all necessary system, hardware, software, operating environment, connectivity, and network access. You acknowledge that use of the RL Service requires payment of fees to us, and a connection to, and data transfers over, the network and therefore may impact your data usage charges imposed by your wireless operator or other service provider, and may impact usage limitations imposed by Third Party Applications.

4.2 Feedback. You agree that we may freely use and exploit in perpetuity any feedback, requirements, recommendations, ideas, bug fixes, reviews, ratings, comments, suggestions, or improvements, that you, or any employee or agent thereof, may at any time disclose or submit to us relating to the RL Solution for our business purposes, including for product, services or solution sales, licensing, support and development, without any obligation or payment to you. 

4.3 Authorized Users. You shall ensure that the maximum number of authorized developers/users will not exceed the number we have authorized per the fees invoiced to you and that no individual user Use License may be used by more than one individual authorized user unless it has been reassigned in its entirety to another authorized user, in which case the prior authorized user must no longer have any right to access or use the RL Solution. You are responsible for all users’ compliance with these Terms. 

4.4 Unauthorized Use. You will not use the RL Solution or participate in any activities via the RL Solution in a manner that is likely to be prohibited by law or these Terms or violative of third party rights in any applicable jurisdiction, including intellectual property rights. Your use of the RL Solution must be in full compliance with applicable law. You will not use, or enable or permit the use of the RL Solution to store or transmit infringing, libelous, offensive or otherwise unlawful or tortious material or data or in violation of privacy rights, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. You will not use or access the RL Solution: (a) if you are a direct competitor of us or operating on behalf of such a direct competitor; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall use the RL Solution exclusively for the benefit of you and your organization, and you shall not directly or indirectly sublicense, frame or white-label, or otherwise provide access to, the RL Solution, in whole or in part.

4.5 Notifications to You. For purposes of service messages and notices about the RL Solution to you, we may post messages via relevant support resources, or place a banner notice across site pages to alert you to certain changes such as modifications to these Terms. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you in relation to your account and these Terms through your account or through other contact information that you have provided to us, including email, mobile number, telephone, or delivery services. 

4.6 Notifications to Us. If you believe that you are entitled or obligated to act contrary to these Terms under any mandatory or applicable law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least thirty days before you act, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so. To be effective, notices to us must be sent to legal@remotivelabs.com

5.0 ACCESS INFORMATION & CONTENT

5.1 Access Information. You are wholly responsible for maintaining the confidentiality of Access Information and wholly liable for all activities occurring under such Access Information. You will not transfer to any party Access Information, or use access information of another, without our prior written consent. You will immediately notify us of any unauthorized use of Access Information or any other breach of security via email sent to legal@remotivelabs.com. We will not be liable for any loss or damage arising from lost or forgotten Access Information (including associated loss of Content), from failure to comply with this section or from unauthorized use of Access Information.

5.2 Responsibility for Content. Your Content is your sole responsibility. We will have no responsibility or liability for the deletion or failure to store any Content or user data. We reserve the right to mark as inactive and archive accounts that are inactive for an extended period of time. It is your sole responsibility to back up all Content and end user data. We may preserve and disclose Content if required to do so by law or judicial or governmental mandate or as reasonably necessary to protect the rights, property or safety of us, users and/or the public. We may terminate RL Solution access, and disable RL Software, in response to a violation or suspected violation of these Terms.

5.3 Use of Content. You will bear all risks associated with the use of any Content, including any reliance on the quality, integrity, accuracy, completeness, or usefulness of such Content. We do not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will we be liable in any way for any Content, including, but not limited to, liability for any errors, inaccuracies, or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. 

6.0 SUPPORT SERVICES

Subject to your compliance with these Terms, we may, in our sole discretion, provide the following Support Services:

  • pursuant to a separate agreement between us,  email help desk, consulting, query and incident support, in furtherance and support of your use of the RL Solution.
  • implementation of all upgrades, enhancements, ports, bug fixes, and new releases to the RL Solution when and if, in our sole discretion, developed and released by us. 
  • access to online support resources.

7.0 RL SOLUTION INTEGRITY

7.1 Prohibited Acts. You are prohibited from breaching or attempting to breach any security features of the RL Solution, including, without limitation: (a) accessing Content, data, information or materials not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the RL Solution, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with use of the RL Solution by any user, host, or network, including, without limitation, by means of submitting a virus, overloading, flooding, spamming, mail bombing, or crashing; (d) publishing or linking to malicious Content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy or anonymity; (e) forging any TCP/IP packet header or any part of the header information; (f) accessing or tampering with non-public areas of the RL Solution, our computer systems, or the technical delivery systems of us or our providers; (g) publish, post, upload or otherwise transmit any data, material, information or Content that contains any viruses, trojan horses, worms, time bombs, corrupted files or programming routines or mechanisms that are intended to damage, interfere with, monitor, intercept or expropriate any systems, data, information or property; or (h) accessing or attempting to access the RL Solution by any means (automated or otherwise) other than through the currently available, published or enabled interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us.

7.2 Illicit Access. You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through the RL Solution, which is for your personal/internal and individualized use only. Without limiting the generality of the foregoing, you will not publish, distribute or transmit to the general public via any medium the RL Solution, except through and as otherwise authorized by us, and you will not engage in framing, mirroring, or otherwise reproducing or simulating the appearance or function of the RL Solution.

8.0 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY & INDEMNITY

8.1 Disclaimer. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, we provide the RL Solution on an as-is, as-available basis, and WE DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE RL SOLUTION, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Specifically, we make no warranty that (a) the RL Solution will meet your requirements, goals or needs, (b) RL Solution access will be uninterrupted, timely, secure or error-free, or (c) any errors or deficiencies in the RL Solution will be corrected. Because no online system is perfectly secure or reliable, the internet is an inherently insecure medium, and the reliability and security of hosting services, internet intermediaries, your internet service provider, and other application or service providers cannot be assured, you accept such inherent security risks associated with your use of the RL Solution. We are not responsible or liable for Third Party Applications or for any errors in or incompatibilities with Third Party Applications, or for any loss or damage of any kind incurred as a result of the use of the Third Party Applications.

8.2 Exclusion. Notwithstanding any other provision of these Terms, our maximum cumulative aggregate liability for all claims, liabilities or obligations arising under or relating to the “Subject Matter” (defined as these Terms, the Privacy Policy, Third Party Applications, and the RL Solution), regardless of the number of claims or the theory of liability, whether for breach of these Terms, including breach of warranty, or in tort or otherwise, will not exceed all amounts paid by you for Use Licenses, if any, during the three-month period preceding the occurrence of the claim or event giving rise to liability. We will not be liable for any indirect, punitive, special, incidental or consequential damages, or liable for interruption of business, diminution of value, cost of replacement, downtime, loss of profits, revenue, use, data, Third Party Applications, or other economic advantage, in connection with, related to or arising out of the Subject Matter, regardless of the theory of liability, whether for breach of these Terms, including breach of warranty, or in tort or otherwise, even if we have been previously advised of the possibility of such damages. Liability for damages will be so limited and excluded, regardless of the validity or efficacy of any remedy provided herein and even if any remedy fails of its essential purpose. The provisions of this section allocate the risks under these Terms between the parties and each party has relied upon the limitations set forth herein in determining whether to enter into this relationship. The parties have voluntarily agreed to define the parties’ rights, liabilities and obligations respecting the Subject Matter exclusively in contract pursuant to these Terms, and each party expressly disclaims that such party is owed any duties or are entitled to any remedies not expressly set forth in these Terms. The foregoing limitations and exclusions apply to the maximum extent permitted by applicable law.

8.3 Indemnity. You shall indemnify and defend us, and us hold harmless, from and against any claims, losses, damages, judgments, awards, costs, liabilities, expenses, sanctions, and fees (including reasonable lawyers’ fees and costs) directly or indirectly caused by or incurred by reason of (a) breach or alleged breach of these Terms; (b) your Content; or (c) third party claims arising from or relating to your use of the RL Solution. We may assume the exclusive defense and control of any matter for which you are required to indemnify us under this section, at your expense. You will cooperate with our defense and settlement of such claims. For purposes of this section, “us” includes our affiliates, and officers, directors, employees and agents of ours and our affiliates.

9.0 TERMINATION

Rights to the RL Software and access to the RL Service will terminate immediately upon your breach of these Terms, or for exceeding the number of authorized users. We may additionally terminate rights and access if your manner of using the RL Solution exceeds normal and reasonable usage, including via unauthorized automated (non-human) initiated requests, or otherwise, and such excessive or detrimental use has not been corrected by you promptly. We may on written notice terminate rights granted under these Terms in the event the RL Solution in whole or in part is in our reasonable judgment subject to the intellectual property rights of any other person or entity or in the event we cease business operations. Our rights under this section are in addition to any other rights and remedies permitted by law or under these Terms. Breach of these Terms may result in pursuit of all available remedies for intellectual property rights (including intellectual property rights infringement), the availability of which you hereby acknowledge. We may terminate your Use License for cause, including without limitation for: (a) violation of these Terms; (b) abuse of our resources or any attempt to gain unauthorized entry to the RL Solution; (c) use of the RL Solution in a manner inconsistent with its purpose; or (d) requirements of or for failure to comply with applicable law, regulation, court or governing agency order. Upon termination of rights or access for any reason, all licensed rights granted under these Terms, access to the RL Service, and all Support Services will terminate, and you will immediately cease all use, and destroy all copies, of the RL Software.

10.0 GENERAL PROVISIONS

10.1 Governing Law; Choice of Forum. The Subject Matter (as defined in section 8.2), and any disputes between us and related to or concerning any of the Subject Matter (including tort as well as contract claims, and whether pre-contractual or extra-contractual), notwithstanding the choice of laws rules of any jurisdiction to the contrary, will be governed by the procedural and substantive laws of Sweden. The United Nations Convention on Contracts for the International Sale of Goods will not apply and is hereby excluded. 

10.2 Arbitration. Any disputes between or claims brought by either party arising out of or related to the Subject Matter (as defined in section 8.2), including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes, must be referred to and finally settled by binding arbitration. Arbitration will be conducted by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”), and the venue for arbitration will be Malmö, Sweden. The Rules for Expedited Arbitrations will apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules will apply. In the latter case, the SCC will also decide whether the Arbitral Tribunal will be composed of one or three arbitrators. The arbitration will be conducted remotely online and/or based solely upon written submissions. The arbitrator will apply the law specified in section 10.1 above. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, and awards, must be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award or ruling, except as required to enforce the award or ruling. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers’ fees and costs associated with enforcing this section, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in a timely fashion. 

10.3 Limitation ; Prevailing Party. You agree that regardless of any statute of limitations to the contrary, any claim or cause of action arising out of or related to the Subject Matter must be filed within one year after such claim or cause of action arose, or be forever barred. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period established by applicable law. A party prevailing in any litigation or arbitration related to these Terms or the RL Solution will be entitled, in addition to such other relief as may be granted, to an award of reasonable attorneys’ fees.

10.4 Assignment. These Terms will not be assigned, delegated, or transferred by you, in whole or in part, whether voluntarily, involuntarily, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent will be void. We may at any time assign these Terms without prior consent or notice. These Terms will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.

10.5 Injunctive Relief. You acknowledge and agree that breach of these Terms, or any unauthorized use, disclosure or distribution of the RL Solution, may cause irreparable harm to us, the extent of which would be difficult to ascertain, and that we will be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto (and such proceeding, and our right to prosecute such a claim, is not subject to arbitration).

10.6 Miscellaneous. The Terms constitute the entire agreement between you and us and govern your use of the RL Solution, superseding any prior agreements, understandings, communications or proposals. The terms of any click-wrap, on-line or similar agreement, and the terms of any purchase order, presented by you will be of no force or effect unless separately agreed to in an independent writing signed by our CEO or VP Business Development (who are the only two persons with authority to agree to such terms or agreement). If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms will remain in full force and effect. No waiver of any provision of these Terms will be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. In the event of any conflict or inconsistency between these Terms and any RL website page (including any page describing or summarizing the RL Solution, your or our rights, obligations, and/or these Terms), these Terms will control. Nothing herein will be deemed to create an agency, partnership, joint venture, or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these terms extend rights to any third party. This Agreement is in the English language only, which language will be controlling in all respects, and all versions of this Agreement in any other language will be for accommodation only and will not be binding on you or us. All communications and notices made or given pursuant to this Agreement, and all documentation and support to be provided, unless otherwise noted, will be in the English language.

end