End User License Agreement

NOTICE TO USER: PLEASE READ THIS END USER LICENSE AGREEMENT (“Agreement”) CAREFULLY.

This Agreement is a legal agreement like any written and negotiated agreement signed between you (an individual or a single entity, hereinafter referred to as the “End User” or “You”) and Roadmetrics Ltd, a private limited company bearing the Registration No. 13734060 having its registered office at Kemp House, 128 City Road, London, EC1V 2NX, UK (hereinafter referred to as “The Company” which expression shall, unless repugnant to the context hereof, be deemed to mean and include its successors, affiliates and permitted assigns), with regards to its copyrighted software “RoadMetrics Platform, RoadMetrics Navigation,” Standard version.

“Software” for the purpose of this Agreement includes; a) the information provided with this Agreement, printed or otherwise, including but not limited to, all the software files, data and other computer information, along with sample and stock presets (settings/configurations), images, sounds, clip art, animations and other copyrighted or artistic works bundled with the Software, including but not limited to other third-party proprietary software (“Content Files”); b) explanatory written materials and files in electronic form (provided online or otherwise) (“Documentation”) and c) the Package (in which the Software along with the Content Files and Documentation is supplied/provided).

BY CLICKING ON “I AGREE” or “CONTINUE” BELOW, OR DOWNLOADING, OR COPYING, OR INSTALLING, OR OTHERWISE USING ALL OR ANY PORTION OF THE SOFTWARE, THE END USER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE END USER MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH ROADMETRICS THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT, IN WHICH CASE CERTAIN ADDITIONAL OR DIFFERENT TERMS MAY APPLY.

This Agreement is enforceable against the End User who has obtained the license to use the Software. If the End User does not agree to the terms of this Agreement, the End User shall not download. Copy, install, or otherwise use the Software, and in case it is downloaded, the End User must visit www.roadmetrics.ai for information about returning this product to RoadMetrics, the Intellectual Property Right holder of this Software.

RoadMetrics owns all intellectual property in the Software. The Software is licensed, not sold to the End User. RoadMetrics permits the End User to download, install, use, or otherwise benefit from the functionality or intellectual property of the Software only in accordance with the terms of this Agreement. Use of some RoadMetrics and some non RoadMetrics materials and/or services included in or assessed through the Software may be subject to other terms and conditions typically found in a separate license agreement, terms of use or “read me” file(s) located within or near such materials and services.

The Software may cause the End User’s computer to automatically connect to the internet. See Clause 8 of this Agreement for additional information. The Software may include product validation and other technology designed to prevent unauthorised use and copying. This technology may cause the End User’s computer/Mobile application to automatically connect to the internet, as described in Clause 8.3 of this Agreement. Additionally, once connected, the Software may transmit the serial number and other information to RoadMetrics to prevent uses of the Software that are not permitted as per relevant applicable laws, and restricted under the terms of this Agreement.

This Software is protected by the United Kingdom Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Visit www.roadmetrics.ai for more information.

DEFINITION AND INTERCEPTION

DEFINITION

  • Applicable laws means any statute, law, regulation, ordinance, rule, judgement, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter, in the laws of the United Kingdom (UK).
  • Content File means and includes the information provided with this Agreement, including but not limited to, all the Software files, data and other computer information, along with sample and stock presets (settings/configurations), images, sounds, clip art, animations, and other copyrighted or artistic works bundled with the Software, including the associated media.
  • Documentation means and includes the explanatory written materials and files either in electronic form (provided online or otherwise) or in physical form provided with the Software.
  • End User means a person who obtains the license to use the Software from RoadMetrics or its distributors, or downloads, copies or installs the Software or any part of it, or otherwise uses all or any portion of the Software.
  • Intellectual Property Rights mean and includes all copyrights, trademarks (whether registered or unregistered), trade or business names, rights in relation to databases, source code, design rights, trade secrets, blueprints, algorithms, technical know-how, processes, utility models, and so-called rights of personality, privacy and publicity, whether registered or not, or any other commercial or intellectual property rights and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the above, which may subsist anywhere in the world, that are owned by RoadMetrics.
  • License means the personal, revocable, non-transferable and non-exclusive right to use the copy of the Software provided with this Agreement, granted to the End User by RoadMetrics, subject to the terms and conditions contained in this Agreement.
  • Privacy Policy shall mean RoadMetrics’ privacy policy related to the Software available at www.roadmetrics.ai.
  • Product Support means and includes upgrades to or updation of the Software and bug fixes and other Software support that may be provided by RoadMetrics, as provided for in the Product Support Agreement.
  • Software means the standard version of RoadMetrics copyrighted software- RoadMetrics Platform, RoadMetrics Navigation and/or any supplemental software code provided as part of the support services or otherwise and includes; a) the information provided with this Agreement, printed or otherwise, including but not limited to all software files, data and other computer information, along with sample and stock presets (Settings/configurations), images, sounds, clip art, animations and other copyrighted or artistic works bundled with the software (“Content Files”), including but not limited to other third-party proprietary software; b) explanatory written materials and files in electronic form (provided online or otherwise) (“Documentation”); c) the package (in which the software along with the Content Files and Documentation is supplied/provided).
  • System means any device that is capable of processing instruction sets including but not limited to computers (mobile phones, desktop, laptop, netbook, tablet, PC and other such devices), hand held devices like Personal Digital Assistant (PDA), mobile device, e-book readers.
  • Updates means and includes any update rollup, feature pack, critical update or security update that is used to improve or fix the Software.
  • Upgrades means and includes software that replaces an installed version of the Software with a newer version of the Software.

INTERPRETATION

In this Agreement:

  1. Words and expressions not defined in this Agreement shall, unless the context requires otherwise, have the same meanings ascribed to them under the laws of the United Kingdom (UK).
  2. The masculine gender shall include the feminine and neutral genders and vice versa and the singular number shall include the plural and vice versa.
  3. Unless otherwise stated, references to Clauses are references to Clauses of this Agreement.
  4. Headings to Clauses are for convenience only and shall not affect the construction or interpretation of this Agreement.
  5. The rule of construction, if any, that a document should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply.

LICENSE GRANT

  • In consideration of the End USer agreeing to the terms and conditions contained in this Agreement, RoadMetrics grants to the End User- a personal, revocable, non-transferable, non-exclusive right to use the copy of the Software provided with this Agreement. The End User agrees and acknowledges that the license to use the Software provided with this Agreement entitles the End User to use the Software on one (1) System only. For use on a System having more than one (1) operating system, the End User shall obtain a separate license for each such operating system. Unless otherwise provided in this Agreement, the End User agrees that he shall not copy the Content Files or Documentation provided with the Software unless permitted under this Agreement. Modifying, translating, renting, copying, transferring or assigning all or any part of the Software, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels, or marks from the Software or the package in which the Software may be provided, is strictly prohibited and will constitute a breach of this Agreement. Furthermore, the End User hereby agrees not to create derivative works based on the Software and not to transfer this Software. It is further understood and agreed by the End User that RoadMetrics retains all rights related to the Software not specifically granted to the End User in this Agreement, and is the sole owner of the Software for perpetuity.
  • The End User further acknowledges that he does not have the right to allow other persons to access and use the End User’s copy of the Software. The license does not give the End User a right to allow any third-party to access or use the Software over the internet.

USE OF SOFTWARE

  • Backup copy: 

The End User may make one (1) backup copy of the Software, provided that the backup copy is not installed or used for other than archival purposes.

  • Content Files: 

The terms and conditions related to the use, display, modification, reproduction and distribution of any of the Content Files and/or other rights and restrictions with respect to the Content Files, shall be in accordance with the “Read-Me” files or license(s) associated with those Content Files. Further, the End User may not claim any intellectual property rights in the Content Files or derivative works thereof.

  • Dual Boot Platform: 

The Software is licensed for use only on a single operating system. In case the System used by the End User has a dual boot system, the End User must obtain separate licenses for use of the Software on each operating system. For example, if the End User desires to install the Software on a System that runs two (2) or more operating system platforms (i.e., a Dual Boot Platform), then the End User must obtain two separate licenses for using the Software on each operating system platform. This is true even if two (2) versions of the Software, each designed for a different operating system platform, are delivered to the End User on the same media.

  • Documentation: 

The End User may make copies of the Documentation for his personal use, in accordance with the terms and conditions under this Agreement, but no more than the amount reasonably necessary. Any permitted copy or copies of the Documentation that the End User makes must contain the same copyright and other proprietary notices that appear on or in the Documentation.

  • Copyright and Proprietary Notices: 

Any permitted copy of the Software that the End User makes must contain the same copyright and other proprietary notices that appear on or in the Software.

  • Use Obligations: 

The End User agrees that he shall not use the Software other than as permitted by this Agreement and as prescribed under applicable laws, and that he shall not use the Software in a manner inconsistent with its design or documentation.

  • No Modification: 

The End User agrees that he shall not modify, port, adapt, or translate the Software, unless specifically permitted under this Agreement.

  • No Reverse Engineering: 

The End User agrees that he will not attempt to reverse compile, modify, translate, reverse engineer or disassemble the Software in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license and the reversion of the rights granted hereunder to the End User.

  • No Unbundling: 

The Software may include various applications and components and may support multiple platforms and languages. Nonetheless, the Software is designed and provided to the End User as a single product to be used in accordance with the terms and conditions under this Agreement. The End User shall not unbundle or repackage the Software for distribution, transfer or resale.

  • No transfer/No Rental: 

The End User will not loan, rent, lease, resell, distribute, sublicense, assign or transfer the rights in the Software granted to him under this Agreement, or authorise any part of the Software to be copied onto another individual or legal entity’s System except if expressly permitted herein. Further, the End User shall not loan, rent, lease, resell, distribute, sublicense, assign or transfer the third party software that may be made available to him with the Software, unless the license terms of such third party software provide for such loan, rent, resell, distribute, sublicense, assign or transfer.

TERM OF LICENSE

  • Subject to the terms and conditions of this Agreement, RoadMetrics grants to the End User the license to use the Software for a period of years the product has been bought, from the date of downloading the Software (“Term”). If the End user is not willing to use the Software or if the term of the Software expires, all copies of the Software installed on the End User’s System and all the associated Documentation and Content Files shall be deleted/purged with immediate effect.

DISCLAIMER OF SOFTWARE

  • Notwithstanding anything contained herein, the End User agrees and understands that the Software is provided on “AS IS” basis, without warranty of any kind. RoadMetrics disclaims the warranties of merchantability, fitness of the Software for a particular purpose and non-infringement of third-party rights. The entire risk as to the quality and performance of the Software rests with the End User. RoadMetrics does not warrant that the functions contained in the Software will meet the requirements of the End User, or that the operation of the Software will be uninterrupted or error-free. RoadMetrics is not obligated to provide any form of Product Support for the Software including updates and upgrades. No oral or written information or advice given by RoadMetrics shall create a warranty. Should the Software prove defective, the End User shall assume the entire cost of all necessary servicing, repair or correction.
  • The End User expressly acknowledges and agrees that the use of the Software is at its sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with the End User, to the maximum extent permitted by applicable law. The Software is provided “as is,” with all faults and without warranty of any kind, hereby disclaiming all warranties and conditions with respect to the Software, either express, implied or statutory, including but not limited to the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment and non-infringement of third-party rights. RoadMetrics does not warrant against interference with the End User’s enjoyment of the Software, that the functions contained in the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. Installation of this Software may affect the usability of third-party software, applications, or third-party services. The End User further acknowledges that the Software and services are not intended or suitable for use in situations or environments where failure or time delays of, or errors or inaccuracies in the content, data or information provided by the Software or services could lead to death, personal injury, or severe physical or environmental damage, including but not limited to the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, critical health care or life support systems, or critical defence and weapons systems. The End User understands and agrees that no oral or written information or advice given by RoadMetrics or a RoadMetrics authorised representative shall create a warranty.

 EXPORT RULES

  • The End User agrees that the Software will not be used in any manner prohibited by the international treaties governing export of software and applicable United Kingdom export laws and regulations. The End User shall be solely responsible for complying with, and any liability arising out of the use of the Software in violation of international treaties governing export of software and applicable United Kingdom export laws and regulations. Further, such violation shall result in the automatic termination of the license granted to the End User under this Agreement.

COMPLIANCE WITH LICENSE

  • By entering into this Agreement, the End User specifically agrees that RoadMetrics shall have the right to inspect the End User’s records and system at its sole discretion, to verify that the End User’s use of the Software is in conformity with this Agreement. If such inspection discloses that the End User’s use of the Software is not in conformity with this Agreement, the End User shall immediately do or abstain from doing all such actions as may be required to ensure that the use of the Software is in conformity with this Agreement.

INTERNET CONNECTIVITY AND PRIVACY

  • Automatic Connections to the Internet:

The Software may cause the EndUser’s System, without any notice, to automatically connect to the internet and to communicate with a RoadMetrics website for purposes that may include, providing the End User with additional information, features and functionality in relation to the Software. The End User agrees and consents that:

  • When the Software automatically connects to the internet, an internet protocol address (IP Address”) (considered as personally identifiable information in some jurisdictions) associated with the End User’s internet connection may be sent to a  RoadMetrics website;
  • Whenever the Software makes an internet connection and communicates with a RoadMetrics website, whether automatically or due to explicit user request, the RoadMetrics Privacy Policy shall apply. Additionally, unless the End User is provided with separate terms of use at that time, www.roadmetrics.ai terms of use shall apply.

Updating:

The Software may cause the End User’s system, without additional notice, to automatically connect to the internet (intermittently or on a regular basis) to check for updates that are available for download and installation on the System and to let RoadMetrics know the results of the installation attempts. Please consult the Documentation for information about changing update settings.

Validation:

The Software may cause the End User’s System, without additional notice, to automatically connect (intermittently or on a regular basis) to the internet in order to validate (to check if a valid license for the software has been granted to the End User) the Software. In cases where the Software fails to be validated, the Software functionality may be reduced or may not function at all.

TERMINATION

  • This Agreement will be effective during the Term of the license as provided in Clause 4. RoadMetrics may terminate this Agreement for any reason, including but not limited to the End User’s breach of any of the terms of this Agreement.
  • Termination of this Agreement shall be without prejudice to the rights and remedies available to RoadMetrics under this Agreement and/or applicable laws, including but not limited to the claiming of damages and/or seeking permanent injunction.
  • Upon termination, the End User shall destroy or return to RoadMetrics, all copies of the Software and certify the same in writing.

THIRD PARTY RIGHTS

  • The Licensee agrees that the Software may contain other software(s) that have originated from third-party vendors and that the rights, title and ownership to any third party software incorporated in the Software shall remain with such third party at all times and will be governed by the terms and conditions provided by such third-party.

INTELLECTUAL PROPERTY RIGHTS

  • The Software is licensed, not sold to the End User. The End User acknowledges that no title to the intellectual property in the Software is transferred to the End User. The End User further acknowledges that the title and full ownership rights to the Software will remain the exclusive property of RoadMetrics and that the End User will not acquire any rights in the Software, except as expressly set forth above. All copies of the Software will contain the same proprietary notices as contained in or on the Software. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text and “applets,” incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by RoadMetrics. The Software and any authorised/permitted copies of the Software that the End User makes are the intellectual property of and are owned by RoadMetrics. The Software is protected by law, including but not limited to the copyright laws of the United Kingdom and other countries and by the international treaty provisions. Except as expressly stated herein, this Agreement does not grant to the End User any intellectual property rights in the Software and all rights not expressly granted are reserved by RoadMetrics.

CONFIDENTIALITY

  • “Confidential information” includes: a) the software; (b) any and all information disclosed by RoadMetrics to the End User, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary. “Confidential information” does not include information received from RoadMetrics, that the End User can clearly establish with written evidence: a) was known to the End User from a third party without any obligation to maintain its confidentiality and without breaching this Agreement; (b) becomes generally known to the public through no act or omission of the End User; or (c) is independently developed by the End User without using the confidential information.
  • The End User agrees to not make any use of confidential information for any purpose except as expressly provided in this Agreement. The End User will not disclose confidential information to any third party and will protect and in no event treat all confidential information with less than reasonable care. Except as expressly provided in this Agreement, in the event that the End User is required to disclose confidential information pursuant to operation of any law, or judicial order, or governmental regulations, the End User will notify RoadMetrics of the required disclosure with sufficient notice for RoadMetrics to seek relief, and will cooperate with RoadMetrics in taking appropriate protective measures, and will make such disclosure in a fashion that maximises protection of the confidential information from further disclosure.
  • RoadMetrics agrees not to disclose any personally identifiable data or information regarding the End User to any person or entity, Such data or information shall be protected in accordance with the Privacy Policy available at www.roadmetrics.ai. 

INDEMNIFICATION BY THE USER

  • End User agrees to indemnify, hold harmless and defend RoadMEtrics from and against any third party claims or lawsuits, including attorney’s fees that arise or result from the use of the Software in violation of this Agreement by the End User, and/or its permitted assigns.

LIABILITY

  • To the extent not prohibited by applicable law, in no event shall RoadMetrics or their authorised agent(s) be liable for personal injury, or any incidental, special, indirect, or consequential damages whatsoever, including but not limited to damages for loss of profits, corruption or loss of data, failure to transmit or receive any information, business interruption, or any other commercial damages or losses, arising out of or related to the use or inability to use the Software, however caused, even if the End User has been advised of the possibility of such damages.

DAMAGES

  • The End User acknowledges that the breach of this Agreement would result in irreparable damage(s) to RoadMetrics. If the End User breaches the provisions of this Agreement, he shall be liable to pay damages to RoadMetrics, including but not limited to adequate direct/indirect or consequential, exemplary, special, punitive, incidental damages which may be ascertained to have caused by a direct or indirect action of the End User.

PRODUCT SUPPORT

  • This Agreement only grants the End User the license to use the Software for the prescribed term. Notwithstanding anything contained herein, RoadMetrics is not obligated to provide any form of Product Support during the term. The End User may enter into a separate Product Support Agreement with RoadMetrics for seeking Product Support at such costs, and terms and conditions as may be notified by RoadMetrics from time to time. For Product Support, please mail to info@roadmetrics.ai.
  • Any supplemental software code provided to the End User as part of the support services is considered part of the Software and is subject to the terms and conditions of this Agreement. The End User acknowledges and agrees that RoadMetrics may use technical information that the End User provides to RoadMetrics as part of the support services for its business purposes, including for product support and development. RoadMetrics will not utilise such technical information in a form that personally identifies the End User.

AMENDMENT BY ROADMETRICS

  • The End User specifically agrees and confirms that the right to amend the terms and conditions of this Agreement from time to time is granted to and remains with RoadMetrics (“Right to Amend”). The End User further agrees and confirms that while exercising this Right to Amend, RoadMetrics is under no obligation to seek prior permission from the End User or deliver a prior notice to the End User, for such amendment(s). Such amendment(s) shall become part of this Agreement and shall bind anyone who has consented to the Agreement even prior to such amendment as long as the license subsists. RoadMetrics at its discretion may notify the End User through the RoadMetrics website or app about such an amendment within seventy two (72) hours of bringing such amendment to effect.

SEVERABILITY

  • If any provision of this agreement is held or found to be unenforceable, illegal or void, all other provisions will nevertheless continue to remain in full force and effect.

ENTIRE AGREEMENT

  • This Agreement constitutes and represents the entire agreement between RoadMetrics and the End User with regard to the rights and obligations of RoadMetrics and the End User, and supersedes all prior arrangements, agreements or understandings, if any, whether oral or in writing, between RoadMetrics and the End User on the subject matter hereof, or in respect of matters dealt with herein.

GOVERNING LAW

  • This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom (UK).

DISPUTE RESOLUTION

  • Subject to the applicable laws, RoadMetrics Ltd and the End User (the “Parties”) shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy, or claim arising out of or relating to this Agreement (each, a “Dispute”). If the Parties have not reached a resolution within thirty (30) days of one Party sending written notice of the Dispute to the other, the matter shall proceed to mediation.
  • The Parties shall refer the Dispute to mediation administered by the Centre for Effective Dispute Resolution (“CEDR”) in London (or another UK mediation provider mutually agreed in writing). The mediator will be a CEDR-accredited practitioner (or equivalent) with at least ten (10) years’ post-qualification experience, appointed by mutual agreement or, failing that, by CEDR on application of either Party. Mediation shall commence within thirty (30) days after the mediator’s appointment and shall be conducted in the English language. If the Dispute is not resolved within sixty (60) days of the mediator’s appointment (or within any longer period agreed in writing), either Party may refer the matter to binding arbitration as set out below.
  •  (a) Any Dispute not resolved under Clause 2 shall be finally settled by arbitration under the Arbitration Act 1996 and the Rules of the London Court of International Arbitration (“LCIA Rules”), which are incorporated by reference.
     (b) The tribunal shall comprise a sole arbitrator jointly appointed by the Parties. If the Parties fail to agree on the arbitrator within fourteen (14) days of a Request for Arbitration, the LCIA Court shall appoint the arbitrator in accordance with the LCIA Rules.
     (c) The seat (legal place) of arbitration shall be London, England. The language of the arbitration shall be English.
     (d) The arbitral award shall be final and binding on the Parties and judgment on any award may be entered in any court of competent jurisdiction. The Parties waive any right of appeal to a court to the fullest extent permitted by law.
  • Nothing in this clause prevents either Party from seeking interim or conservatory measures from the courts of England & Wales at any time.
  • This Agreement and any Dispute (including non-contractual obligations) shall be governed by and construed in accordance with the laws of England and Wales.

SURVIVAL

  • All provisions relating to confidentiality, proprietary rights, dispute resolution, severability, indemnity and damages shall survive the termination of this Agreement.

You may contact us at:

info@roadmetrics.ai