Fleetmatics API Terms and Conditions
Fleetmatics USA, LLC and its affiliates (referred to as “Fleetmatics”, “we”, “our” or “us”) have created these Fleetmatics API Terms and Conditions (these “Terms”) so that programmers like you can access the Fleetmatics Application Programmer Interface (the “API”) while protecting both Fleetmatics’ and its users’ rights. By clicking on “I agree” (or a similar box or button) or using the API, you agree to be bound by these terms. You may not use the API if you do not agree to these Terms. In these Terms, you are referred to as “Developer” or “you”. If you are agreeing to these terms not as an individual but on behalf of your company, then “Developer” or “you” means your company, that you are binding your company to these Terms, and that you have the authority to do so. These Terms may evolve as developers continue to innovate and find new, creative ways to use the API, and will we provide notice of modifications to these Terms as described in Section 13 (Modifications to Terms).
2. Our API
These Terms govern your access to and use of our API and associated web pages and documentation (“Documentation”) (collectively, the “Developer Platform”). The Developer Platform is designed to allow you to connect your new and existing applications, products and services (“Your Application(s)”) with Fleetmatics’ applications, products and services (collectively, the “Fleetmatics Services”).
4. Your Use Rights
Subject to these Terms, you may use the Developer Platform solely to enable Your Applications to access or interface with the Fleetmatics Services in the manner and to the extent determined by Fleetmatics in its sole discretion. Your use must be as permitted in our Documentation and is subject to call, usage and other limits that may be issued by Fleetmatics from time to time (as may be modified from time to time, and which are incorporated into these Terms) (“Fleetmatics API Limits”). All of your rights are non-assignable, non-transferrable, and non-sublicenseable. Your use within these Terms is permitted “free-of-charge” up to, but not to exceed, the Fleetmatics API Limits set forth above and in the associated Documentation. Fleetmatics reserves the right to limit the scope of your access to the Developer Platform as it sees fit, to revoke any Credentials previously issued, and to modify or amend the Fleetmatics API Limits, in its sole discretion, at any time, with or without notice.
5. Support and Modification
While we may provide you with support or modifications for the Developer Platform, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter. In our discretion and without liability to you, we may add, remove or modify any features of the Developer Platform; impose additional eligibility requirements or restrictions for access to the Developer Platform; or discontinue the Developer Platform. If we modify the Developer Platform, we may require you to use the modified version, which may not be compatible with Your Applications developed using previous versions. We typically make these changes as part of our overall Developer Platform program and may not be able to provide you with individual notice of the changes.
6. Branding and Publicity
a. Brand Features
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, these Terms do not grant either party any right, title, or interest in or to the other party’s Brand Features. You may not use Fleetmatics Brand Features without Fleetmatics’ prior written consent. Any permitted use by you of Fleetmatics’ Brand Features (including any goodwill associated therewith) will inure to the benefit of Fleetmatics.
You may promote your Application, including talking to traditional and online media and your users about Your Application, but you may not issue any formal press release via traditional or online media or generate any other publicity referring to Fleetmatics or otherwise publicly use, for advertising or promotional purposes or otherwise, the name, logo or other identifying mark of Fleetmatics or any of its affiliates or their respective products without Fleetmatics’ prior written consent. You must conduct all such activities truthfully and without implying that your Application is created, sponsored, or endorsed by Fleetmatics (or otherwise embellishing your relationship with Fleetmatics) and you may not make any legal representations, guarantees or warranties on behalf of Fleetmatics or with respect to the Developer Platform or the Fleetmatics Services. If you become aware that any public-facing articles are being developed by independent publications or authors connecting Your Application to Fleetmatics, then you agree to immediately inform Fleetmatics at firstname.lastname@example.org. Fleetmatics may publicly refer to you, orally or in writing, as a user of the Developer Platform. We may also publish your Brand Features (with or without a link to Your Application) on our websites, in press releases, and in promotional materials without your prior consent.
7. Your Responsibilities
a. User Relationships
b. Certain API Use Limitations
You share Fleetmatics and our Developer Platform with your fellow developers and you should write Your Application as you’d want others to write theirs. You must not:
· Try to exceed or circumvent limitations on calls and use;
· Create multiple versions of Your Applications that access the Developer Platform for the same or similar usages (e.g. creating customer-specific versions of Your Applications);
· Copy, reformat, reverse-engineer, or otherwise modify the Developer Platform, access credentials, or our website or content;
· Download, scrape, post or transmit (in any form or means) any part of our website or content;
· Sublicense Fleetmatics APIs for use by a third party;
· Create an API or similar function designed to help you enhance your websites and/or Your Applications that functions substantially the same as any of our APIs and offer it for use by third parties;
· Submit to the Developer Platform or Fleetmatics Service any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature;
· Defame, abuse, harass, stalk or threaten others, promote unlawful activities or send disruptive or offensive messages or advertisements; or
· Access the Developer Platform for competitive purposes (including to connect to a competitive product or to create your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to the Fleetmatics APIs.
c. Your Representations and Indemnity
You are solely responsible for your use of the Developer Platform, Your Applications and any data or content that you use with the Developer Platform. You represent and warrant that (a) you have full power and authority to enter into and perform these Terms; (b) your use of the Developer Platform and Your Applications will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications and the export of technical or personal data (“Laws”); (c) all information you provide to Fleetmatics is and will be true, accurate, and complete; and (d) you will not interfere with Fleetmatics’ business practices, the way in which it offers the Fleetmatics Services or the Developer Platform or any third party products or networks used with the Developer Platform. You will indemnify, defend (at Fleetmatics’ request) and hold harmless Fleetmatics and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (i) your use of the Developer Platform, (ii) Your Applications and your relationships or interactions with any users or third party distributors of Your Applications, or (iii) your breach or alleged breach of these Terms. Fleetmatics may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Fleetmatics’ prior written consent (not to be unreasonably withheld).
8. Disclaimer of Warranties
THE DEVELOPER PLATFORM, FLEETMATICS SERVICES AND ALL OTHER FLEETMATICS MATERIALS (DEFINED BELOW) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. FLEETMATICS AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. FLEETMATICS MAKES NO REPRESENTATION, CONDITION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE DEVELOPER PLATFORM OR ANY FLEETMATICS MATERIALS, (B) THAT FLEETMATICS WILL CONTINUE TO OFFER THE DEVELOPER PLATFORM OR (C) THAT USE OF ANY FLEETMATICS MATERIALS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET DEVELOPER’S OR ANY USER’S REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.
9. Limitation of Liabilities
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) FLEETMATICS WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY RELATED TO THE FLEETMATICS MATERIALS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY; AND (B) IN ANY EVENT FLEETMATICS’S ENTIRE AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE GREATER OF (1) THE AMOUNT YOU PAID US (IF ANY) TO USE THE DEVELOPER PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (2) ONE THOUSAND U.S. DOLLARS (US$1,000). You acknowledge and agree that this Section 9 reflects a reasonable allocation of risk and that Fleetmatics would not enter into these Terms without these liability limitations. This Section 9 will survive notwithstanding any limited remedy’s failure of essential purpose.
10. Intellectual Property Rights and Additional Terms
a. Fleetmatics Independent Development and Patent Issues
You understand and acknowledge that Fleetmatics may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive with Your Application, and nothing in these Terms will be construed as restricting or preventing Fleetmatics from doing so. In addition, in order to allowing others to benefit from the Developer Platform, you agree not to assert (or assist or encourage anyone in asserting) any patent claims against Fleetmatics (or its users, customers partners or developers, or Fleetmatics’ or their respective successors, assigns) where such patent claim relates to the integration, combination or interface of any applications, products or services with the Fleetmatics Service or our other products or services.
Fleetmatics may reveal personal information about developers for attribution purposes, handling inquiries from users or potential users, and other purposes Fleetmatics reasonably deems necessary under these Terms. You understand and agree that Fleetmatics may access, preserve, and disclose your personal information and your developer account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of Fleetmatics, its affiliates or partners, its users, or the general public.
c. Fleetmatics Rights
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and the Developer Platform, Fleetmatics Services, Fleetmatics’ Brand Features, our other products and services, and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, the “Fleetmatics Materials”). Except for the limited use rights expressly granted to you under these Terms, Fleetmatics does not grant you any rights, title, or interest in the Fleetmatics Materials. You have no obligation to give us any suggestions, comments or other feedback relating to the Fleetmatics Materials (“Feedback”). If you provide us with Feedback, you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.
d. Your Application
You retain ownership of any intellectual property rights in Your Applications, subject to Fleetmatics’ rights in any underlying Fleetmatics Materials. You agree to provide us with a reasonable number of copies of or other access to Your Applications. During the term of these Terms you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable, right and license, under all of your intellectual property rights, to: (a) use, perform, and display Your Application and its content for purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making your Application available to users; and (b) link to and direct users to Your Application. Following the termination of these Terms and upon written request from you, Fleetmatics will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to Your Application from Fleetmatics’ website and the Fleetmatics Service. Fleetmatics has no other obligation to delete copies of, references to, or links to Your Application.
11. Confidential Information
a. Fleetmatics Confidential Information.
Fleetmatics may provide certain information to you that is confidential or proprietary (as more fully defined in Appendix 1, “Fleetmatics Confidential Information”). You may use Fleetmatics Confidential Information only in accordance with the provisions set forth in Appendix 1 hereto, which is incorporated into and made a part of these Terms.
b. Your Confidential Information.
You should not disclose any information to Fleetmatics that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited information you provide to Fleetmatics in relation to the Developer Platform will be non-confidential and that Fleetmatics may use it under the same terms as for Feedback above. However, this Section 11(b) does not apply to the extent you have entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with Fleetmatics addressing your confidential information in relation to the Developer Platform.
12. Term and Termination
These Terms remain in effect until terminated. You may terminate these Terms at any time by ceasing all use of the Developer Platform and notifying Fleetmatics in writing. We may terminate these Terms for any reason or any reason upon ten (10) days’ notice to you. In addition, we may suspend or terminate these Terms (or your use of all or any of the Developer Platform) immediately if we believe you have violated these Terms, if we believe the use of Your Application with the Developer Platform is not in our or our users’ best interests, if we cease to offer the Developer Platform or as required by Laws.
Upon termination of these Terms:
· all rights and licenses granted to you will terminate immediately and you must stop using all Fleetmatics Materials (unless you have a separate right to use them under another agreement with Fleetmatics);
neither party is liable to the other party just because
the agreement has been terminated;
· you must permanently delete all Fleetmatics Confidential Information and any other data which you stored pursuant to your use of the Developer Platform (other than User Data you have received and are using in accordance with Section 7(a)) and, at Fleetmatics’ request, you will confirm such destruction in writing;
· Sections 7 (Your Responsibilities) through 14 (General) will survive.
13. Modification to Terms
We may modify these Terms or any additional terms that apply to the Developer Platform occasionally, for example, to reflect changes to the Law, changes to the Developer Platform or for other reasons in our discretion. We’ll post notice of modifications to these Terms or the additional terms within the documentation for the Developer Platform. Changes are effective thirty (30) days after they are posted. However, changes specific to new functionality for the Developer Platform, changes made for legal reasons, and any changes to our Documentation or referenced policies will be effective immediately. You may be required to accept the modified Terms in order to continue using the Developer Platform, and in any event you agree that your continued use of the Developer Platform after the changes become effective constitutes acceptance of the modified terms. Except as set forth in this Section 13, all amendments must be in writing and signed by both parties.
a. Entire Agreement; Waiver; Severability; Interpretation; Assignment; Remedies.
Except as set forth in Section 3 (Registration) regarding the Fleetmatics Service Terms, these Terms constitute the entire agreement between Fleetmatics and you with respect to the subject matter in these Terms, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and us. They do not create any third party beneficiary rights. If you do not comply with these Terms, and Fleetmatics does not take action right away, this does not mean that Fleetmatics is giving up any rights that it may have (such as taking action in the future). If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. In these Terms, “including” (and similar terms) are to be construed without limitation, and headings are for convenience only. You may not assign these Terms, in whole or in part, without Fleetmatics’ prior written consent, and any assignment without such consent is null and void. Fleetmatics may assign, transfer or delegate these Terms in its discretion. You acknowledge that your breach of these Terms may cause irreparable harm to Fleetmatics, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Fleetmatics may be legally entitled, Fleetmatics will have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants, or other agents.
b. Governing Law and Venue; Arbitration (U.S. only) and Waiver of Jury Trial (U.S. only).
If your principal place of business is in the U.S.A., or any other jurisdiction besides the U.S.A., Ireland, Australia or the U.K.: the laws of the Commonwealth of Massachusetts, U.S.A., excluding Massachusetts’ choice of law rules, and the U.S. Federal Arbitration Act, and applicable U.S. federal law, applies to any disputes arising out of or related to these Terms or the Fleetmatics Materials. You agree that all claims will be resolved exclusively in Suffolk County, Massachusetts, U.S.A., and you consent to personal jurisdiction there, and waive any claim of forum non-conveniens.
If your principal place of business is in Ireland: the laws of the Republic of Ireland apply to any claims arising out of or related to these Terms or the Fleetmatics Materials and we both agree to the exclusive jurisdiction of the courts of the Republic of Ireland for resolution of all such claims.
If your principal place of business is in Australia: The law of New South Wales, Australia applies to any claims arising out of or related to these Terms or the Fleetmatics Materials and we both agree to the exclusive jurisdiction of the courts in New South Wales, Australia for resolution of all such claims.
If your principal place of business is in the United Kingdom: the laws of England and Wales apply to any claims arising out of or related to these Terms or the Fleetmatics Materials and we both agree to the exclusive jurisdiction of the courts of England and Wales for resolution of all such claims.
If your principal place of business is in France: Notwithstanding that the governing law of these Terms is that of the Commonwealth of Massachusetts, such choice of law will not deprive a business or consumer in France of the mandatory protection afforded to them by the French Consumer Code or other French law, as applicable.
FLEETMATICS CONFIDENTIAL INFORMATION
Fleetmatics may disclose to Developer certain Fleetmatics Confidential Information (as defined below). The terms “Fleetmatics” and “Developer” include each such party’s Affiliates. “Affiliate” shall mean any person or entity that controls, is controlled by or is under common control with a party. Each party agrees as follows:
1. Fleetmatics Confidential Information. “Fleetmatics Confidential Information” means any non-public proprietary, confidential and/or trade secret information of Fleetmatics and/or of others possessed by Fleetmatics, including, without limitation, information relating to Fleetmatics’ products, technology, data, computer programming, marketing, specifications, methodologies, know-how, business, or marketing plans, or business relationships regardless of whether: (i) such information is specifically marked or designated as “confidential” or “proprietary”; or (ii) such information is patentable, copyrightable or otherwise protected by law. “Fleetmatics Confidential Information” includes, without limitation, (a) your access keys or logins for the Developer Platform and (b) any non-public elements of the Developer Platform or any pre-release information about the Fleetmatics Service. Fleetmatics Confidential Information may be disclosed either in documentary form (including without limitation to tangible media such as written documents, photographs and drawings, and intangible media such as CDs, flash drives, or other electronic media), or orally or visually or in other non-documentary form (including without limitation to presentations, displays or inspections of documents, prototypes, samples or facilities). “Fleetmatics Confidential Information” shall be deemed to include any notes, studies, memoranda or other documents prepared by Developer which contain, reflect or are based upon, in whole or in part, any Fleetmatics Confidential Information furnished to Developer pursuant to this Appendix 1. In addition, the fact that Fleetmatics Confidential Information has been exchanged hereunder and that any relationship exists between the parties shall also be treated as “Fleetmatics Confidential Information” hereunder.
Fleetmatics Confidential Information shall be deemed to include, without limitation: (i) all of Fleetmatics’ inventions, discoveries, know-how, techniques, preliminary concepts, ideas, research, methodologies, practices, processes, systems, specifications, samples, sketches, designs (including branding strategies and creative designs), devices, products, computer programs, improvements and developments; (ii) all information pertaining to Fleetmatics’ financial condition, business affairs, customers or prospects including, without limitation, information relative to suppliers or other parties with which a party has a business relationship, correspondence, business strategy, company records, financial statements, employee lists, forecasts, and cost data; and (iii) any of the foregoing information developed by or proprietary to clients or customers of Fleetmatics. All such information is Fleetmatics Confidential Information whether or not published or protected, or susceptible to protection, by patent, trademark, copyright or any other form of legal protection and whether or not any attempt has been made to secure such protection
2. Exclusions. Fleetmatics Confidential Information excludes information that, as documented by written evidence: (a) was in the public domain when disclosed; (b) becomes public domain after disclosure, other than as a result of Developer’s violation of this Appendix 1; (c) was in Developer’s possession when disclosed and was not acquired directly or indirectly from Fleetmatics; (d) is shown to have been independently developed by Developer without benefit, reliance or use of the Fleetmatics Confidential Information; or (e) was acquired from a third party who did not require it to be held in confidence and provided such third party was not under an obligation of confidentiality to Fleetmatics.
3. No Rights or Warranty. Nothing in the Terms, including this Appendix 1, shall be construed as obligating Fleetmatics to disclose any information to Developer. No license, interest in or other proprietary right, expressed or implied, to Developer under any existing or future patent or other intellectual property right now issued or hereafter issuing is granted or implied by the disclosure of any Fleetmatics Confidential Information. ALL FLEETMATICS CONFIDENTIAL INFORMATION IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE FLEETMATICS CONFIDENTIAL INFORMATION DISCLOSED TO DEVELOPER, INCLUDING, WITHOUT LIMITATION, THE ACCURACY OR COMPLETENESS OF SUCH FLEETMATICS CONFIDENTIAL INFORMATION.
4. Disclosures & Care. Developer: (i) will not disclose Fleetmatics Confidential Information except to its employees, Affiliates, suppliers and/or subcontractors, in each case only to the extent necessary for the Purpose and only to those legally bound to comply with Developer’s obligations under the Terms; (ii) will not use Fleetmatics Confidential Information except as necessary for purposes of the Terms; (iii) will use at least the same degree of care to safeguard Fleetmatics Confidential Information that it uses to protect its own confidential and proprietary information, but in any event no less than a reasonable degree of care; (iv) will not reverse engineer, decompile, disassemble, reproduce or undertake any other effort to identify, isolate or otherwise analyze the Fleetmatics Confidential Information; and (v) will copy Fleetmatics Confidential Information only as needed for the Purpose, provided it shall reproduce all confidential and proprietary markings.
5. Publicity. Neither party shall originate any publicity, news release or other public announcement, written or oral, relating to the Terms or the relationship between the parties without the prior written approval of the other party, except as otherwise required by law.
6. Upon termination of the Terms, all documents or other materials containing Fleetmatics Confidential Information shall be promptly returned or destroyed upon Fleetmatics’ request. The obligations under this Appendix 1 shall survive such termination.
7. Notification. Developer will notify Fleetmatics immediately of any breach of these provisions of which it becomes aware and will cooperate with Fleetmatics in minimizing the consequences of such breach. If Developer is required by order of any court of competent jurisdiction, by any governmental agency, by any applicable law, rule or regulation, or stock exchange or stock association rule, to disclose Fleetmatics Confidential Information, Developer shall promptly notify Fleetmatics prior to disclosure in order to provide Fleetmatics with a reasonable opportunity to protect its Fleetmatics Confidential Information by protective order or other means, and shall only disclose the minimum amount of Fleetmatics Confidential Information required in order to comply with the applicable law, rule, or regulation.
8. Irreparable Harm & Indemnification. The parties agree that Fleetmatics would sustain irreparable harm by a breach by Developer of its confidentiality and non-use obligations hereunder for which money damages would not be adequate. Each party therefore agrees that, in the event of a threatened or continuing breach of this Appendix 1 by Developer, Fleetmatics shall be entitled, without prejudice to any other available remedies, to immediate injunctive or other equitable relief. Developer shall indemnify and hold Fleetmatics harmless from any damages, losses, costs and expenses, including reasonable attorneys’ fees, arising from any breach of these provision.