Terms of Service
Welcome to the NavVid Inc (the “Company”) Terms of Service Agreement (“Terms of Service” or “Agreement”). For purposes of this Agreement, “Site” refers to the Company’s website, which can be accessed at www.navvid.com or through our mobile applications. “Service” refers to the Company’s services accessed via the Site, including the Navvid app, in which users can save and access both videos and telematic data for business or personal use. The terms “we,” “us,” and “our” refer to the Company. “You” refers to you, as a user of our Site or our Service.
The following Terms of Service apply when you view or use the Service via our website located at www.navvid.com or by accessing our Service through our application, the “App,” on your mobile device.
Please review the following terms carefully. By accessing or using the Service, you signify your agreement to these Terms of Service. If you do not agree to be bound by these Terms of Service in their entirety, you may not access or use the Service.
ABOUT THE SERVICE
The Service allows you to turn your phone into a GPS navigation device and dash-cam for your car. Download the application, mount on your dash, and go. The app records video and telematic data such as acceleration, braking, cornering, speed, location, incident video, and events. Much of this data gets saved locally to the mobile phone and some of it gets uploaded to databases on cloud storage. Depending on your service plan, you can access this data to create reports and view location of users within a fleet.
REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE SERVICE
You need to be at least 13 years old and a resident of the United States to register for and use the Service.
If you are a user who signs up for the Service, you must create a personalized account which includes a unique username and a password to access the Service and to receive messages from the Company. You agree to notify us immediately of any unauthorized use of your password and/or account. The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, password and/or account.
You are fully responsible for all activity that occurs with the App on your device. Your permission to use the Site is conditioned upon the following use, posting and conduct restrictions:
You agree that you will not under any circumstances:
· access the Service for any reason other than use solely as permitted by the normal functionality of the Service,
· collect or harvest any personal data of any user of the Site or the Service
· use the Site or the Service for the solicitation of business in the course of trade or in connection with a commercial enterprise without the express written permission of the Company;
· distribute any part or parts of the Site or the Service without our explicit written permission (we grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis);
· use the Service for any unlawful purpose or for the promotion of illegal activities;
· attempt to, or harass, abuse or harm another person or group;
· use another user’s account without permission;
· intentionally allow another user to access your account;
· provide false or inaccurate information when registering an account;
· interfere or attempt to interfere with the proper functioning of the Service;
· make any automated use of the Site, the Service or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
· bypass any robot exclusion headers or other measures we take to restrict access to the Service, or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
· circumvent, disable or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service; or
· publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer.
SERVICE AND CONDUCT RESTRICTIONS
When you create your own personalized account, you may be able to provide videos and telematic data (“User Content”) to the Service. You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service.
You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. The Company, however, reserves the right to remove any User Content from the Service at its sole discretion.
We grant you permission to use and access the Service, subject to the following express conditions surrounding User Content. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms.
By transmitting and submitting any User Content while using the Service, you agree as follows:
· You are solely responsible for your account and the activity that occurs while signed in to or while using your account;
· You will not post information that is malicious, libelous, false, inaccurate, abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
· You retain all ownership rights in your User Content but you are required to grant the following rights to the Site and to users of the Service as set forth more fully under the “License Grant” and “Intellectual Property” provisions below: When you upload or post User Content to the Site or the Service, you grant to the Site a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, analyze, sell, and perform that Content in connection with the provision of the Service;
· You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, or others, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
· You hereby agree that we have the right to determine whether your User Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.
You understand and agree that any liability, loss or damage that occurs because of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. The Site is not responsible for any public display or misuse of your User Content.
The Site does not, and cannot, screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service or with other Users.
ONLINE CONTENT DISCLAIMER
Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Site, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.
We do not guarantee the accuracy, completeness, or usefulness of any information on the Site or the Service nor do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We take no responsibility and assume no liability for any User Content that you or any other user or third party posts or sends via the Service. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users.
Though we strive to enforce these Terms of Service, you may be exposed to User Content that is inaccurate or objectionable when you use or access the Site or the Service. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the Site or the Service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Service or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. Messages and data sent between you and other participants that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law. The Company shall have the right to remove any material that in its sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of a misuse of our Service or violation of these Terms of Service, please contact us at firstname.lastname@example.org.
LINKS TO OTHER SITES AND/OR MATERIALS
As part of the Service, we may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties or our third party partners (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites or Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply our approval or endorsement. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies, including these Terms of Service, no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or relating to any applications you use or install from the Third Party Site.
CELLULAR DATA AND TEXT CHARGES
You are responsible for any mobile charges that you incur while using our Services. By using the Services, you agree that you may receive text (SMS) messages from us or from our Third Party Sites related to the Services. Consult your cellular service provider before using the Services if you have questions about your data plan and how the Services may affect you.
Software may be downloaded onto your smartphone to access our Services. We reserve all other rights to the App and to any such software. The App or any other software by the Company may update automatically on your device once a new version or feature is available.
By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.
Any software provided to you is licensed, not sold. You have the right to use the App to access Services, subject to the conditions and limitations set out in these Terms. The license only authorizes use of one copy of the App per device. You have no right to sublicense, copy, transfer, modify or make derivative works of the software. Unless we notify you otherwise, the software license ends when your use of the Services ends. You must then promptly uninstall the software, and we may disable it. You must not work around any technical limitations in the software.
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, other than the rights explicitly granted to you to use the Services in accordance with this Agreement, including applicable copyrights, title, trademarks, other proprietary rights, and other materials used to provide Services. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Service.
Unless applicable laws prohibit these restrictions or you have our written permission to do so, you may not do or attempt any of the following:
· remove any copyright, trademark or other proprietary materials from any portion of the App;
· reproduce, modify, distribute, sell or lease any part of the Services;
· reverse engineer or attempt to extract the source code of any Company software;
EMAIL MAY NOT BE USED TO PROVIDE NOTICE
Communications made through the Service’s email and messaging system will not constitute legal notice to the Site, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.
USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM
For contractual purposes, you: (a) consent to receive communications from us in an electronic form via the email address you have submitted; and (b) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
We may also use your email address to send you other messages, including information about the Site or the Service and special offers. You may opt out of such email by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to email@example.com or mail to the following postal address:
100 Shoreline Highway #B100
Mill Valley, CA 94941
Opting out may prevent you from receiving messages regarding the Site, the Service or special offers.
THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.
LIMITATION OF DAMAGES; RELEASE
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.
You are fully responsible for all activity that occurs with the App on your device. If you have a dispute with one or more users or Third Party Sites, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
If you are a California resident using the Service, you specifically waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
To the extent permitted by law, you will defend, indemnify and hold the Company, its officers, employees, agents or suppliers harmless from any and all claims, demands, losses, liabilities and expenses (including costs and attorneys' fees) made by any third party due to or arising out of any of the following:
· your use of the Services;
· your violation of these Terms;
· your violation of any applicable law or the rights of any third party;
The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without the Company’s prior written consent. The Company will use reasonable efforts to notify you of any such claim or demand that is subject to your indemnification obligation.
MEDIATION, ARBITRATION & CLASS ACTION WAIVER
If a dispute arises regarding this Agreement, parties agree to first attempt in good faith to settle the dispute by non-binding mediation. In mediation, a mutually acceptable resolution is sought rather than a settlement being imposed on the parties. Mediation fees shall be paid equally by parties. If the parties cannot agree on a mediator “JAMS” (Judicial Arbitration and Mediation Services) shall be used. This paragraph shall not apply to any disputes within the jurisdictional limits of Small Claims Court. Any party who fails or refuses to mediate as required by this paragraph shall not be entitled to any attorney’s fees award under this Contract.
Any dispute or claim in law or equity arising out of this Agreement or any resulting transaction shall be decided by neutral binding arbitration in accordance with the rules of the American Arbitration Association or JAMS (determined by the Company) and not by court action, except as provided by California law for judicial review of arbitration proceedings. The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. Arbitrators can award compensatory damages, punitive damages, and/or order specific performance, injunctive relief and declaratory relief. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision.
YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHER APPLICABLE LAW. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE PERMITTED.
WAIVER & SEVERABILITY
Any failure by the Company to enforce any right or provision of this Agreement will not be considered a waiver of those rights. If any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such term or provision shall not affect the Agreement’s other terms or provisions, or the whole of this Agreement, but such term or provision shall be modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreement of the parties. In any event, the remaining provisions of these Terms will remain in full force and effect.
ASSIGNMENT & TRANSFER
We may assign, transfer or otherwise dispose of our rights and obligations under this Agreement, in whole or in part, at any time without notice. You may not assign this Agreement or transfer any rights to use the Services without our written permission.
MODIFICATION OF TERMS & ENTIRE AGREEEMENT
This Agreement constitutes the entire understanding between the parties, and supersedes all prior agreements, arrangements, representations and communications (whether oral or written), regarding the subject matter of this Agreement.
We can amend these Terms of Service at any time and will update this Agreement in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in this Agreement. Your continued use of the Site or the Service signifies your agreement to our revisions to these Terms of Service. We will endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this Agreement on our part via telephonic or email communications shall be valid.
If any part of this Terms of Service Agreement is held or found to be invalid or unenforceable, that portion of the Agreement will be construed as to be consistent with applicable law while the remaining portions of the Agreement will remain in full force and effect. Any failure on our part to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement survive any transfer or termination of this Agreement.
You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
These Terms of Service and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions.
Effective October 10,2018