DriverSync Terms of Service
Last Updated: January 18, 2019
, constitute a legally binding agreement that governs your access and use of the DriverSync Services.
Please read these Terms carefully.
1. The DriverSync Services
The DriverSync Services are an interactive platform wherein motor carriers and drivers engage in a feedback system through which a motor carrier can receive information it may use to increase driver satisfaction and retention. Subject to the terms and conditions herein, DriverSync and its affiliates provide services accessible through: (1) the Web Apps and (2) the Mobile Apps. You and your Authorized Users may access and use the DriverSync Services in accordance with these Terms. Your Authorized Users must accept these Terms when they activate their accounts, and it is incumbent upon you to ensure that your Authorized Users are aware of and comply with these Terms.
PLEASE NOTE: Many of the DriverSync products are intended for use by organizations, such as licensed and authorized motor carriers. If you are an organization, of if your organization provides you with access to DriverSync products, the use of the DriverSync products is subject to your organization's policies and procedures, if any. You should direct your inquiries regarding the DriverSync product, including any requests to exercise your data protection and privacy rights, to your organization’s administrator. DriverSync is not responsible for the privacy or security policies or practices of our customers, which may differ from those set forth in these Terms or other DriverSync disclosures.
The DriverSync Services may only be used if you accept these Terms, have legal capacity to form a binding agreement under applicable law, and if you, including your Authorized Users, remain in compliance with these Terms and all applicable local, state/provincial, national and international laws, rules and regulations. Persons under the age of 18 may not be Account Owners. By accepting these Terms, you represent and warrant that you are at least 18 years old and you have the right, authority and capacity to enter into and abide by these Terms. Only DOT authorized Motor Carriers and employees, as that term is defined by applicable state law and 49 CFR 390.5, may be Authorized Users of DriverSync.
If you are agreeing to these Terms for use of the DriverSync Services on behalf of an organization, you must have the authority to bind that organization to these Terms.
3. Modification of Terms
DriverSync reserves the right to modify these Terms. Such modifications shall be effective immediately upon notice, which we may provide by any means including without limitations, posting on the DriverSync websites, the Web Apps or the Mobile Apps. Continued use of the DriverSync Services after any such changes shall constitute your consent to such changes.
4. Accounts and Registration
4.1 Your Access to DriverSync Services
To access the DriverSync Services, you must register for an Account. When you register for an account, you may be required to provide us with some information about yourself (such as your name, e-mail address, company, company address, phone number, billing address, DOT or MC number or other contact information). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.
Upon DriverSync’s receipt of Your purchase order for the DriverSync Services, DriverSync’s acceptance of your registration and your acceptance of these Terms, DriverSync will establish an account that will enable you to access the DriverSync Services, including a browser-based online Dashboard. The Dashboard will enable you to (a) view the DriverSync Services you have subscribed to; (b) create logins for Authorized Users; (c) view your current Authorized Users’ names and information; (d) prepare and review tickets; and, (e) prepare and review ticket reports and analytics.
DriverSync’s communication with you shall be by way of interaction with any individual representative you designate as an “administrator” through the Dashboard. You may appoint additional Administrators at your discretion. You agree to (a) maintain all login credentials in confidence, (b) only permit an authorized Administrator to access the Dashboard, and (c) update as necessary all information for the lead Administrator and other authorized Administrators to ensure that it is current, accurate, and complete. You shall be responsible for management of Administrators, Administrator access to the Services and all activity that occurs under your Dashboard login credentials.
4.3 Authorized User and Administrator Updates
It is Company’s sole responsibility to keep and maintain control of current Authorized Users and Administrators who are authorized to access the DriverSync Services you have subscribed to.
4.4 Responsibility for User Activity
You agree that you will be responsible for all charges incurred by Authorized Users and Administrators via your account, regardless of whether or not such charge was specifically authorized by you. Further, you agree DriverSync shall not be responsible for charges incurred by an Authorized User or Administrator, as may be the case, after you have attempted removal of such Authorized User or Administrator to the extent you provide incomplete or inaccurate Authorized User or Administrator removal information. You shall be responsible for the charges incurred due to fraudulent or other unpermitted activity on the part of an Authorized User’s or Administrator’s use of your account to access DriverSync Services. You shall notify DriverSync promptly upon discovery of fraudulent or unpermitted activity occurring on your account.
5. Limited License
Subject to your ongoing compliance with these Terms, DriverSync grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the DriverSync Services, on any compatible device that you own or control, whether directly or indirectly. Any rights not expressly granted herein are reserved by DriverSync and DriverSync’s licensors. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by DriverSync; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted herein, you may be subject to civil or criminal penalties, liability for damages, including but not limited to liability for infringement of intellectual property rights.
6. Open Source and Third-Party Software.
The DriverSync Services may include open source software or third-party software. Any such software is made available to you under the terms of the applicable licenses.
7. Technical Requirements
8. Location Based Services
Location-based Services may enable DriverSync to tailor your Authorized Users’ experience based on their location, such as make offers, serve advertisements, and provide other announcements available to your Authorized Users, based on their location. In order to use certain Location-based Services, your Authorized Users must allow DriverSync access Location Data. Without limiting the foregoing, even if your Authorized Users have not expressly granted DriverSync access to location data, DriverSync may nonetheless have access to location information contained in media content metadata, to the extent your Authorized Users have enabled the application originating such media content to capture and store location data. If your Authorized Users choose to disable Location-based Services on their device or to the App, you will not be able to utilize certain features of the DriverSync Services. By authorizing DriverSync to access your Authorized Users’ Location Data or media files containing location based meta data, you and your Authorized Users agree and acknowledge that (i) location data we collect from you and your Authorized Users is directly relevant to your use of the DriverSync Services and (ii) DriverSync may, for so long as you and your Authorized Users allow DriverSync to access such location data or meta data, provide Location-based Services related to your then-current location; and (iii) DriverSync may collect, use, store, aggregate your Authorized Users Location Data. PLEASE NOTE THAT LOCATION DATA MAY NOT BE ACCURATE, WHETHER COLLECTED ORIGINALLY BY THE APP OR BY A THIRD-PARTY APPLICATION ORIGINATING A PIECE OF MEDIA CONTENT, AND DRIVERSYNC DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION DATA AND LOCATION BASED SERVICES. DriverSync may use third party services as part of its Location-based-Services. By using our apps you agree to be bound to the terms of such Location-based-Services.
10. Proprietary Rights
All intellectual property rights in the DriverSync Services shall be owned by DriverSync absolutely and entirelty. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the DriverSync Services are the property of their respective owners. You acknowledge and agree that any Submissions provided by you to us are non-confidential and shall become the sole property of DriverSync. DriverSync shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
10.2 License to Marks; Restrictions
If DriverSync grants to you, during the term of these Terms, and subject to your compliance with these Terms, a limited, revocable, non-exclusive license to display and use the DriverSync Marks solely in connection with your use of the DriverSync Services, the License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without DriverSync’s prior written permission, which it may withhold in its sole discretion. The DriverSync Marks may not be used in any manner that is likely to cause confusion. You acknowledge that DriverSync is the owner and licensor of the DriverSync Marks, including all goodwill associated therewith, and that your use of the DriverSync Marks will confer no additional interest in or ownership of the DriverSync Marks in you but rather inures to the benefit of DriverSync.
Unless otherwise agreed to in a writing signed by both parties, you will not: (1) create any materials that use the DriverSync Marks or any derivatives of the DriverSync Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by DriverSync in writing; (2) use the DriverSync Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the DriverSync Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair DriverSync’s rights as owner of the DriverSync Marks or the legality and/or enforceability of the DriverSync Marks, including, challenging or opposing DriverSync’s ownership in the DriverSync Marks; (4) apply for trademark registration or renewal of trademark registration of any of the DriverSync Marks, any derivative of the DriverSync Marks, any combination of the DriverSync Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the DriverSync Marks; (5) use the DriverSync Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
10.3 No Development
EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THESE TERMS. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between DriverSync and you prior to the commencement of any such activities.
11. Your Data
The DriverSync Services includes features that enable you and your Authorized Users to upload Company Data to DriverSync’s servers, to enable certain processing of those materials by DriverSync. The DriverSync Services may also include features that enables you and your Authorized Users to share certain Company Data with your/their contacts and other users of the DriverSync Services. The following terms apply to your and your Authorized Users’ use of such features to manage and share media content across the DriverSync Services. You agree that you are solely responsible for, and assume all liability and consequences regarding, the Company Data that you and your Authorized Users submit through the DriverSync Services along with all associated meta data (which may include without limitation your device type, as well as date, time, application and location data associated with the creation and/or submission of a particular piece of content). For clarification purposes, Company Data does not include data submitted to the App that is used to enable features of the Apps which are not designed specifically for “Company Data”.
You retain ownership of all of your rights in your Company Data and DriverSync does not obtain any ownership of rights in your Company Data, but in order for DriverSync to provide the DriverSync Services we need certain permissions from you. By accepting these Terms, you hereby grant DriverSync permission to process your Company Data, which includes but is not limited to hosting, backing up, and generating reports, from your Company Data. Any DriverSync personnel who have access to your Company Data will be bound by appropriate confidentiality obligations.
By posting and sharing Company Data with another user of the DriverSync Services, you grant that user a non-exclusive license to access and use that Company Data as permitted by these Terms and the functionality of the DriverSync Services.
You represent, warrant, and covenant that (1) either you are the sole and exclusive owner of all Company Data that you submit to the DriverSync Services, or you have all rights, licenses, consents and releases that are necessary to grant to DriverSync the rights in such Company Data as contemplated under these Terms, and (2) neither the Company Data you submit to the DriverSync Services nor your creation of, accessing, posting, submission or transmission of such Company Data or DriverSync’s exercise of the rights granted above to such Company Data (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights, constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation (including without limitation restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on nonconsensual recording, or otherwise),or give rise to any right of payment of any amounts to any third party.
You agree you and your Authorized Users will not submit Company Data that: (1) is or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, hateful, or promotes discrimination, bigotry, racism, or hatred, or is inappropriate for the type of form or field on the DriverSync Services for which you are providing Company Data, as determined by DriverSync in its sole discretion; or (2) introduces viruses, time-bombs, worms, cancelbots, trojan horses and/or other harmful code.
12. Sharing Your Company Data
DriverSync does not share your Company Data with companies, organizations or individuals outside of DriverSync except as follows:
12.1 With your Consent
DriverSync will share your Company Data with companies, organizations or individuals outside of DriverSync when we have your consent.
12.2 With Administrators
Administrators of your account with DriverSynce will have access to your DriverSync account, and may be able to:
- 1) Access and retain information stored in your account, like ticket summaries and outcomes;
- 2) View your Authorized Users’ Account Data;
- 3) View statistics regarding your account, like the number of tickets that have been opened and the ticket status;
- 4) Add or remove Authorized Users;
- 5) Change your account password;
- 6) Suspend or terminate Authorized Users’ logins; and
- 7) Receive your account information in order to satisfy applicable law, regulation, legal process, or enforceable governmental requests.
12.3 Law & Order
DriverSync may also disclose your information to third parties if we determine that such disclosure is reasonably necessary to comply with any applicable law, regulation, legal process, or appropriate government request. When we receive a request for you Company Data, such as a subpeona or search warrant, we will analyze the request to determine whether it is legally and procedurally valid. When, according to our sole and exclusion consideration of the request, we believe the request is overbroad or unreasonable, we will narrow or resist the request, or if we determine that the request is valid, we will, typically, notify you (unless we are legally prohibited from doing so), and respond to the request accordingly.
13. Digital Millennium Copyright Act
13.1 DMCA Notification
DriverSync complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the DriverSync Services, you may contact our Designated Agent at the following address:
7800 Preston Road #115
Plano, Texas 75024
Any notice alleging that materials hosted by or distributed through the DriverSync Services infringe intellectual property rights must include the following information:
- 1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- 2) a description of the copyright-protected work or other intellectual property right that you claim has been infringed;
- 3) a description of the material that you claim is infringing and where it is located on the DriverSync Services;
- 4) your address, telephone number, and email address;
- 5) a statement by you that you have a good faith belief that the use of those materials on the DriverSync Services is not authorized by the copyright owner, its agent, or the law;
- 6) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
13.2 Repeat Infringers
DriverSync will promptly terminate without notice the accounts of users, including your Authorized Users, that are determined, in DriverSync’s sole discretion, to be “repeat infringers.” A repeat infringer is a user who has been notified of infringing activity or has had User Content removed from the DriverSync Services at least twice.
14. Term and Termination
14.1 The Term
The Term of these Terms begin on the date (1) you accept these Terms and (2) your DriverSync account is created, or the earlier of the two, and continues until your Subscription ends or otherwise terminates, or if your Subscription is terminated and such termination is provided to you in writing at the location or through the email provided for your Company in your account.
14.2 Termination Without Cause
Either party may elect to terminate your Subscription by giving written notice to the other party of its intention to terminate said Subscription at least thirty (30) days prior to termination date. The thirty-day period runs from the date the non-terminating party receives the written notice of termination. Upon termination of these Terms without cause, You shall pay DriverSync an amount equal to the amount that would be charged for a 90 day subscription without regard to termination date.
14.3 Termination for Cause and Right to Cure
You may terminate your Subscription for cause only if DriverSync materially defaults in our performance of any terms and conditions in these Terms, provided that you give us written notice within fourteen (14) days of the alleged material default, and we fail to cure this material default within a reasonable time of our receipt of your written notice of default. Termination for breach will not alter or affect the terminating party’s right to exercise any other remedies. Upon termination for cause by you, you shall pay DriverSync for Services up to the date of the written notice of default.
If we make a change to the Services resulting in an overall material decrease in functionality of the Services, you may terminate your Subscription immediately by providing notice to DriverSync.
DriverSync shall be permitted to terminate your Subscription for cause at any time (a) upon your breach of these Terms, any related agreement, or upon your violation of any law governing the contents or application of these Terms; (b) if you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days; or (c) if any payment owed by you to DriverSync is more than thirty (30) days overdue. Upon termination for cause by DriverSync, Customer shall pay DriverSync for all Services through the full term of your Subscription, without regard to termination date.
14.4 Consequences of Termination
Upon termination or expiration of these Terms for any reason, all of your rights will terminate, and you will do the following:
- 1) You and your Authorized Users will immediately discontinue use of all DriverSync Services;
- 2) You and your Authorized Users will immediately discontinue use of all DriverSync Confidential Information and intellectual property;
- 3) You and your Authorized Users will immediately return DriverSync property; and,
- 4) All amounts owed by you shall become immediately due and owing.
We may assist you to export any Company Data that existed in your account at the time of termination, provided you make such request before the end of your Subscription Term. However, we do not guarantee that all of your data will be able to be exported and only your data that is permitted to be transferred to you within the terms of any applicable confidentiality notice will be transferred to you.
14.5 Surviving Provisions
Upon termination or expiration of these Terms for any reasons, any provision that by its nature or express terms should survive, will survive, including Sections 1-3 and 5-20 shall survive any termination or expiration of these Terms.
You will pay DriverSync all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated in the applicable agreement between you and DriverSync. You authorize DriverSync to charge you for all applicable Fees using your selected payment method, and you will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in these Terms.
Customer will pay DriverSync invoices on the payment interval set forth in the Order Form. DriverSync may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to DriverSync or to Customer's reseller.
Fees are exclusive of taxes and you are responsible for all Taxes. DriverSync will charge Taxes when required to do so. If you provide DriverSync with a valid exemption certificate, DriverSync will not collect the taxes covered by that certificate.
15.4 Auto-renewals and Trials.
IF YOUR ACCOUNT IS SET TO AUTO-RENEWL OR IS IN A TRIAL PERIOD AND YOU HAVE ALREADY PROVIDED A METHOD OF PAYMENT TO DRIVERSYNC FOR THE SERVICES, DRIVERSYNC MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE YOU NOTIFY DRIVERSYNC THAT THE YOU WANTS TO CANCEL OR DISABLE AUTO-RENEWAL. DriverSync may revise Services rates by providing the you at least thirty days' notice prior to the next charge.
15.5 Purchase Orders.
If you require the use of a purchase order or purchase order number, you: (i) must provide the purchase order number at the time of purchase; and (ii) agree that any terms and conditions on your purchase order will not apply to these Terms and are null and void.
16. Limitation of Liability
IN NO EVENT WILL DRIVERSYNC, INCLUDING OUR AFFILIATES, SUBSIDIARIES, INSURERS, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “DRIVERSYNC” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE DRIVERSYNC SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE DRIVERSYNC SERVICES OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold harmless DriverSync, its affiliates, officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, fines, penalties, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to (i) your and/or your Authorized Users’ User Content, (ii) your and/or your Authorized Users’ access, use, or misuse of the DriverSync Services, or (iii) your and your Authorized Users’ violation of these Terms.
18. Warranties & Disclaimers
USING OUR MOBILE APPLICATION FOR iOS, ANDRIOD OR OTHER DEVICES WHILE DRIVING A TRUCK OR MOTOR VEHICLE CAN CAUSE SERIOUS INJURY, DEATH OR PROPERTY DAMAGE TO YOU OR OTHERS. NEITHER YOU NOR YOUR AUTHORIZED USERS SHOULD USE OUR MOBILE APPLICATION UNLESS YOUR/THEIR VEHICLE IS STATIONARY AND PARKED. YOU ASSUME ALL RISKS AND RESPONSIBILITIES RELATED TO ANY USE WHICH MAY BE DEEMED UNLAWFUL, UNSAFE OR NEGLIGENT.
The DriverSync Services is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the DriverSync Services, including the ability to provide or receive services at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
We do not warrant that your use of the DriverSync Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the DriverSync Services will be corrected, or that the DriverSync Services is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the DriverSync Services.
DriverSync is not responsible for the conduct, whether online or offline, of any user of the DriverSync Services. You are solely responsible for your interactions with other users. By using the DriverSync Services, you agree to accept such risks and agree that DriverSync is not responsible for the acts or omissions of users on the DriverSync Services. You are also responsible for the use of your account and DriverSync expressly disclaims any liability arising from the unauthorized use of your account. Should you suspect that any unauthorized party may be using your account or you suspect any other breach of security, you agree to notify us immediately.
DriverSync does not warrant or make any representations concerning results of live feedback. DriverSync provides the avenue for the collection of feedback. Opinions, advice, statements, offers, or other information or content made available through the DriverSync Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties on the DriverSync Services. We reserve the right, but we have no obligation, to monitor the materials posted on the DriverSync Services and remove any such material that in our sole opinion violates, or is alleged to violate, the law or these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Any location data that may be provided by the DriverSync Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither DriverSync, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the DriverSync Services. Any of your Information, including geolocational data, you upload, provide, or post on the DriverSync Services may be accessible to DriverSync and certain Users of the DriverSync Services.
DriverSync advises you to use the DriverSync Services with a data plan with unlimited or very high data usage limits, and DriverSync shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the DriverSync Services.
This paragraph applies to any version of the DriverSync Services that you acquire from the Apple App Store. These Terms are entered into between you and DriverSync. Apple, Inc. (“Apple”) is not a party to these Terms and shall have no obligations with respect to the DriverSync Services. DriverSync, not Apple, is solely responsible for the DriverSync Services and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof. These Terms incorporate by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, the terms of these Terms shall control.
Violation of any provision of this License may result in immediate termination of the License, in DriverSync’s sole discretion. If you create any materials bearing the DriverSync Marks (in violation of these Terms or otherwise), you agree that upon their creation DriverSync exclusively owns all right, title and interest in and to such materials, including any modifications to the DriverSync Marks or derivative works based on the DriverSync Marks. You further agree to assign any interest or right you may have in such materials to DriverSync, and to provide information and execute any documents as reasonably requested by DriverSync to enable DriverSync to formalize such assignment.
“Account Data” - means the account and contact information submitted to the Services by Customer or Authorized Users.
“Account Owner” – means the individual or organization that creates a DriverSync account.
“Affiliate” - means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of the entity.
“Authorized User” - means individuals who are authorized by you to use the DriverSync Services, for whom subscriptions to the DriverSync Services have been ordered, and who have been supplied user identifications and passwords by you, including but not limited to your employees, contractors, consultants and agents that use the DriverSync Services for your benefit
“Company Data” - means Stored Data, Account Data, text, audio, messages, photos, images, and other similar content submitted to DriverSync Services by you or your Authorized Users.
“DriverSync Marks” – means DriverSync and other DriverSync logos, designs, graphics, icons, scripts and service names are trademarks or trade dress of DriverSync in the United States and/or other countries.
“Fees” - means the amounts you are invoiced by DriverSync for the provided Services.
“Location-based Services” – means features of the DriverSync Services that utilize Location Data.
“Location Data” – means data that allows DriverSync to localize a user’s position their device through a variety of means, including GPS location, GeoIP, or other available mechanisms.
“Mobile Apps” – means software that may be downloaded to a smartphone or tablet published by DriverSync.
“Personal Data” - means any information relating to an identified or identifiable natural person.
“Services” – means the Web Apps and Mobile Apps when referred to collectively.
“Stored Data” - means the files uploaded to the Services by you or your Authorized Users.
“Submissions” – means questions, comments, suggestions, ideas, feedback or other information provided to DriverSync regarding the DriverSync Services.
“Taxes” - means any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
“Web Apps” – means DriverSync’s websites.
20.1 Data Protection
DriverSync is not responsible to you or any third party for unauthorized access to your data or the unauthorized use of the Services unless the unauthorized access or use results from DriverSync’s failure to meet its security obligations. You are responsible for the use of the Services by your employees, any person authorized by Customer to use the Services, Authorized User, any person given access to the Services by you, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized.
DriverSync will store and process your data in a manner consistent with industry security standards. We have implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of your data and to mitigate the risk of unauthorized access to or use of your data.
Parties shall process the Personal Data they obtain as part of the performance of these Terms in accordance with all applicable privacy laws.
All notices required under these Terms must be in writing and shall be deemed received: (i) three (3) days after placement in the United States Mail by registered or certified mail, postage prepaid; (ii) the day after placement with a courier guaranteeing overnight delivery; or (iii) if sent by electronic mail transmission on the day of receipt if delivered (as indicated by delivery confirmation of the sender) by 5:00 p.m. Central Standard Time, in each case addressed to the following:
7800 Preston Road #115
Plano, Texas 75024
- To the address provided at the time of account registration, or if no address is provided at the principal place of business of the Customer.
You must keep the contact details associated with your account current and accurate by updating DriverSync through your account profile when your contact details change.
20.3 Relationship of the Parties
The relationship between the parties is that of independent contractors, and not a partnership, franchise, joint venture, agency, fiduciary or employment. DriverSync does not provide legal, employment or tax advice, and is not a professional employer organization.
Unless otherwise provided in these Terms, neither party may assign their rights or obligations under these Terms, in whole or in part, without the prior written consent of the other party. However, both parties may assign these Terms without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of the party’s assets or its business to which the subject matter of these Terms relates. Any other attempt to transfer or assign these Terms or any rights or obligations under these Terms are void.
administrators, executors, their permitted successors and assigns.
20.6 Entire Agreement
These Terms constitutes the entire, full and complete agreement between the parties concerning the subject matter of these Terms and supersedes any and all prior or contemporaneous agreements, written or oral.
If any provision of these Terms are considered to be invalid or inoperative for any reason, that part will be deemed modified to the extent necessary to make it valid and operative, or if it cannot be modified, then severed, and the remainder of these Terms will continue in effect as if the Agreement had been signed with the invalid portion modified or eliminated.
20.8 Dispute Resolution
Any dispute arising under these Terms will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The arbitration will be held in Oklahoma City. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of these Terms. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
20.9 Attorney Fees
If any litigation or arbitration is necessary to enforce the terms of these Terms, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs from the other party.
You agree to pay all reasonable attorney fees and costs incurred by us to collect any fees or charges due under these Terms.
20.10 Governing Law & Jurisdiction
You acknowledge that these Terms were accepted in the State of Texas. You also acknowledge that it has and will continue to develop a substantial and continuing relationship with DriverSync’s principal offices in Texas, where DriverSync’s decision-making authority is vested. These Terms will be governed, to the extent permissible, by the laws of the State of Texas without regard to the principles of conflicts of law.
DriverSync may institute any action arising out of or relating to these Terms in any state or federal court of general jurisdiction in Collins County, State of Texas, and you irrevocably submit to the jurisdiction of these courts. If you institute any action arising out of or relating to these Terms, that action must be brought in a Court located in the County of , Texas, unless that court will not accept jurisdiction over the case.
20.11 Construction of Language
The language of these Terms will be construed according to its fair meaning and not strictly for or against either party. All words used in these Terms refer to whatever number or gender the context requires.
In the event of any conflict between the documents comprising these Terms, precedence will be given to the documents in the following descending order: (i) these Terms of Service; and (ii) any other document expressly referred to in these Terms which governs the Services.
20.13 Force Majeure
Neither party will be liable for any non-performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, governmental action, labor disputes, or general internet disturbance).