Corovan “Corotrak” Website and Mobile Application End User License Agreement
IMPORTANT – READ CAREFULLY. YOUR USE, ACCESS OR DOWNLOAD OF ANY WEBSITE, MOBILE APP OR SOFTWARE PRODUCTS, FEATURES OR SERVICES AVAILABLE ON OR THROUGH COROVAN IS CONDITIONED UPON YOUR COMPLIANCE WITH, AND ACCEPTANCE OF, THE FOLLOWING AGREEMENT.
YOU ACKNOWLEDGE AND AGREE THAT BY USING, ACCESSING, DOWNLOADING OR CLICKING ON THE ACCEPT BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY COROVAN, OR TO SHOW THESE TERMS AND/OR TO USE, ACCESS, DOWNLOAD OR INSTALL THE WEBSITE, MOBILE APP OR SOFTWARE, YOU ARE IMPLICITELY, INTENTIONALLY AND ACTUALLY ENTERING INTO A LEGALLY BINDING CONTRACT ON BEHALF OF YOURSELF, INDIVIDUALLY, AND ON BEHALF OF YOUR EMPLOYER OR PRINCIPAL FOR WHOM YOU ARE AN AGENT, ACTUAL OR OSTESIBLE. YOU WILL NOT BE PERMITTED TO USE THE WEBSITE, MOBILE APP OR SOFTWARE AND THE ASSOCIATED COROVAN SERVICES UNLESS AND UNTIL YOU ACCEPT THIS AGREEMENT AND ANY OTHER RULES OR POLICIES THAT COROVAN MAY CREATE AND MAKE AVAILABLE ON THIS WEBSITE, MOBILE APP OR SOFTWARE FROM TIME TO TIME. COROVAN RESERVES THE RIGHT TO AMEND THIS AGREEMENT AT ANY TIME. YOUR CONTINUED USE OF THE SOFTWARE AND ASSOCIATED COROVAN SERVICES WILL CONSITUTE ACCEPTANCE OF THE AMENDMENTS TO THE AGREEMENT. NOTICE OF AMENDMENTS SHALL BE THE INDICATED IN THE LATEST AMENDMENT DATE PUBLISHED ON THE AGREEMENT.
You represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and/or the entity that you purport to represent and you agree your registration data is current, complete, and accurate. This Agreement will commence on the date that you complete the installation of the Software (the "Effective Date").
1. DEFINITIONS.
1.1 "Content" means any information collected in any medium form as a result of either parties’ use of the “Website”, mobile app or “Software”, as herein defined, including but not limited to all types of data, lists, names and locations. Content can include images of items subject to Corovan “Services”, as well as background imagery surrounding the imaged item. Information contained in or on items may be used for identification purposes, but information is not subject to Services, and information is not defined Content.
1.2 "Partner Company(ies)" means a company that provides associated Corovan services.
1.3 "Software" means our commercial moving service application called Corotrak for scanning of generated QR coded labels adhered to items subject to a commercial move at origin; data collection such as the name of your departments, employees or agents, items, items’ condition; and sites being serviced; optional photographing of the items; after movement of the items to destination, rescanning of the QR coded labels to document service progress and completion; storing of the data collected with Corovan’s cloud service provider for a limited period of time; and any other features, content, or services offered and delivered from time to time by Corovan in connection with the Website and the Corotrak mobile app commercial moving services application (each "Services").
1.4 "User" refers to you, a person or entity that has downloaded the Software.
1.5 "Website" means the Corovan website, currently located at http://track.corovan.com, which may be changed from time to time.
2. DELIVERY OF SOFTWARE. You will download and install the Software from the Website as specified by Corovan, or by and through the mobile application store. During the term, Corovan may, in its sole discretion, notify you that it has released an updated version of the Software (the "Updated Software"). Upon your receipt of such notification, you agree to download the Updated Software and to use the Updated Software instead of the prior version. Any Updated Software will also thereafter be considered "Software" for purposes of this Agreement.
3. LICENSE. Corovan hereby grants to you a royalty-free, nonexclusive, non-transferable internal use license under copyright to use, display, execute, and perform the Software during the term of this Agreement for the sole purpose of performing or generating Services with Corovan pursuant to this Agreement. You agree that you will not (a) reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Software (or any related user manuals, documentation, screenshots or prints) in any form; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (c) publish any performance or benchmark tests or analyses relating to the Software or the use thereof.
4. CONTENT LIMITATIONS. Corovan and you may upload Content. You represent, warrant and agree that the items, information and Content you provide to Corovan for the Services, including items and information being disclosed or accessible during Services, images, lists of items, names of individuals and locations, or any other data or information shall not contain any material that (a) is protected by copyright, trademark, trade secret, patent or any other intellectual property right without authorization, or (b) is defamatory, trade libelous, unlawfully threatening or harassing, pornographic, obscene or harmful to minors, or (c) violates any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising, or (d) contain confidential or sensitive business critical information, including but not limited all types of personal information or prototypes; or (e) includes items you prefer be inaccessible or undisclosed to Corovan; or (f) violates any of the mobile app store guidelines or policies or Corovan’s Website Privacy Policy. You also agree that (a) you will not upload the Content for any Service unless it has been fully proofed and you are satisfied that it is ready to be used as part of the Services; and (b) you will not upload any Content that contains any computer viruses, worms or any other software intended to damage or alter a computer system or data. Corovan reserves the right to refuse to maintain Content that it determines in its sole discretion breaches any of the representations and warranties and covenants set forth above, and you agree to indemnify and hold Corovan and its subsidiaries, affiliates, officers, employees, suppliers, service providers and Partner Company(ies) harmless for any claims, losses, liabilities and expenses arising out of or relating to any breach of this section.
5. CONTENT SUBMISSIONS AND REMOVAL. You acknowledge that Corovan has no obligation to review or maintain the Content that you provide or that Corovan collects. Corovan reserves the right to generate, withhold, remove and/or discard Content. When the Services include storage of Content, you shall back up your provided Content elsewhere. Corovan may create reasonable technical limits on file size, storage space, processing capacity, and other technical limits for the Content. Corovan may suspend the Services until you are within the storage space limit associated with your account. When your license terminates Corovan will use commercially reasonable efforts to allow you to transition remaining Content in Corovan’s control out of the Services. You must be prepared for the transition of your Content within 30 days from the date of the termination or expiration of your license term. At the end of this 30-day transition period, Corovan reserves the right to delete your Content. Corovan reserves the right to withhold, remove and/or discard all Content at any time.
6. TITLE. Corovan shall retain all right, title and interest in the Software and in all intellectual property rights therein. Each party shall own all Content, respectively that each party shall include in any Services, including uploaded images. Irrespective of ownership, your items provided for Corovan imaging shall not violate Corovan’s Privacy Policy, and shall not include personally identifiable information or sensitive User data, as more fully described above. No license or other rights of any kind are granted or conveyed except for the limited internal license expressly provided herein. You shall not offer, loan, transfer, encumber, assign, sell or otherwise dispose of the Software to any third party without having received prior written authorization from Corovan. If you do so, the transfer will be deemed void.
7. TERMINATION. This Agreement is a Service related to an underlying agreement between you and/or your business management servicing agent that has authority to bind you, and Corovan, whereby Corovan provides commercial moving, warehouse and related services (“Underlying Agreement”). This Agreement and the licenses granted hereunder shall terminate immediately upon termination of the Underlying Agreement, and if you breach any term or condition of this Agreement or the Underlying Agreement. In the event of a termination of this Agreement, (a) those sections that by their nature are intended by the parties to survive shall survive and continue in effect to the extent necessary to protect the rights of the parties, and (b) you shall cease all use of the Software.
8. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE THAT THE SOFTWARE PROVIDED MAY CONTAIN BUGS AND ERRORS. THE SOFTWARE PROVIDED TO YOU "AS IS" AND ANY USE OF THE SOFTWARE IS AT YOUR OWN RISK. TO THE EXTENT LEGALLY PERMITTED UNDER THE APPLICABLE LAW, COROVAN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY. YOU AGREE THAT TO THE EXTENT LEGALLY PERMITTED UNDER THE APPLICABLE LAW, COROVAN SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU, YOUR CUSTOMERS OR THIRD PARTIES CAUSED BY FAILURE OF THE SOFTWARE TO FUNCTION. IN NO EVENT WILL COROVAN BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, COST OF SUBSTITUTE GOODS, LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE USE OF THE SOFTWARE OR IN CONNECTION WITH ANY OTHER CLAIM ARISING FROM THIS AGREEMENT, EVEN IF COROVAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF COROVAN ARISING FROM OR RELATING TO THIS AGREEMENT AND THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY) IS LIMITED TO THE AMOUNTS PAID FOR SERVICES, AS DEFINED HEREIN, BY YOU TO COROVAN DURING THE THREE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE COROVAN’S LIABILITY FOR INTENTIONAL MISCONDUCT OF COROVAN OR ITS AGENTS OR EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
10. CONFIDENTIALITY. Corovan considers the Software and any technical information, evaluation or reports supplied to you to be proprietary, and you agree to treat the Software as confidential material in a manner no less protective than you use to protect your own similar assets, but in no event will you use less than reasonable care to protect the Software. Except as provided herein, you agree not to permit any third party access to the Software, nor to any materials generated by Corovan or you regarding the Software without Corovan’s advance written approval. You shall never share your user name and password with any other person, not matter the other person’s relationship with you, without Corovan’s written approval
11. GENERAL PROVISIONS.
11.1 Feedback. In the event that you provide or have provided to Corovan feedback regarding the use, operation or functionality of the Software ("Feedback"), including but not limited to information about operating results, known or suspected bugs, errors or compatibility problems, or desired features, you hereby assign to Corovan all rights in the Feedback and agree that Corovan shall have the right to use the Feedback and related information in any manner it deems appropriate. In the event you publish Feedback on a mobile app store’s website, or on any other internet website, you agree that Corovan may re-publish or delete the Feedback
11.2 Governing Law, Venue and Arbitration. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You and Corovan agree to submit to the jurisdiction of, and agree that venue is proper in, the state courts located in San Diego, California (USA) and the federal courts located in the Southern District of California (USA) in such legal action or proceeding. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than five thousand U.S. Dollars (US$ 5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. You acknowledge that any breach of this Agreement by you would cause irreparable injury to Corovan for which monetary damages would not be an adequate remedy and, therefore, Corovan will be entitled to seek injunctive relief (including specific performance) in any court of competent jurisdiction.
11.3 Severability; Language. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. The parties of this Agreement have expressly required that the present Agreement be drawn up in the English language.
11.4 No Assignment. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Corovan’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
11.5 Export. You agree not to export, directly or indirectly, the Software, any U.S. technical data acquired from Corovan, or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.
11.6 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.7 Open Source. The Parties acknowledge that the Software includes opens source code. Currently included and enforceable, as though fully set forth herein, open source license and copyright terms are Apache 2.0 and MIT:
https://opensource.org/licenses/Apache-2.0
https://opensource.org/licenses/MIT
11.8 Mobile App Store Policies and Guidelines. Use of this Software, including, but not limited to User generated Content such as uploaded images, shall be in conformity with mobile app store guidelines and policies, including but not limited to Google Play Store and Apple App Store, as well as applicable privacy and data protection laws. Notwithstanding contrary terms that may be set for in mobile app store guidelines and policies, consideration paid by you or your business management servicing agent to Corovan for the license shall be in accordance with the Underlying Agreement.
11.9 Entire Agreement. This Agreement including the Corovan Website Privacy Policy and mobile app store guidelines and policies, which are hereby incorporated by reference, is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective or binding to Corovan unless in writing and signed by Corovan (which, in the case of the Corovan, shall require the signature of a duly authorized officer of the Corovan)