Fleetmatics API Terms and
Conditions
1. Introduction
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”).
3. Registration
To
access the Developer Platform, you must follow the registration process
established by Fleetmatics. Fleetmatics may approve or deny access to the
Developer Platform in its sole discretion. If Fleetmatics approves such access,
you will be provided with a set of credentials (“Credentials”) that will enable
you to access certain parts of the Developer Platform. When you register, you
may be subject to Fleetmatics’ standard Terms of Use and Privacy Policy at https://www.fleetmatics.com/terms-and-conditions and https://www.fleetmatics.com/privacy-policy/126 (“Fleetmatics Service
Terms”), as well as any additional registration terms specified by Fleetmatics.
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.
b. Publicity
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 [email protected]. 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
If
a user of the Fleetmatics Services allows Your Applications to retrieve any
data, content or information of a user (“User Data”) from the Fleetmatics
Services, you must (1) access only the minimum data fields Your Application
needs to work properly, as permitted by the user and (2) ensure the User Data
is collected, processed, transmitted, maintained and used in accordance with the
terms of the agreement in place between Fleetmatics and the user and all Laws
(defined below) and (3) take reasonable measures to protect the privacy and
security of the User Data. If you have third-party users, Your Applications
must include your own legally binding terms of use and privacy policy (“Your
Terms”) that are publicly available to your third-party users. Without limiting
the foregoing, Your Terms must contain clear and legally adequate disclosures
about the nature of Your Application’s integration with the Fleetmatics Services
and the User Data you are collecting and how you may use it. For clarity, any user’s access or use of the Fleetmatics
Services is subject to Fleetmatics’ Service Terms or other applicable terms
agreed by Fleetmatics with the user, not Your Terms. If Fleetmatics receives
any User Data from or on behalf of a user, including through or enabled by Your
Application, Fleetmatics will treat such User Data under its applicable terms
with such user and such data will no longer be subject to Your Terms.
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.
b. Developer Exception to Privacy Policy
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;
and
·
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.
14. General
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.
June 2016
APPENDIX 1
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.