End User License Agreement
Last modified: 09/01/2023
1.1. ASCEND Fleet Inc. ("ASCEND") has entered into an enterprise agreement (the "Agreement") with your employer or customer ("Customer") pursuant to which ASCEND has agreed to provide certain services to Customer (the "Services"). Customer has provided you with access to the Services, subject to the terms of the Agreement, solely for your use in connection with your employment or engagement by Customer (the "Purpose"). Any use of the Services other than in connection with the Purpose is expressly prohibited.
1.2. This End User License Agreement (this "EULA"), as it may be updated or replaced by ASCEND from time to time, includes certain rights and restrictions relating to your use of the Services. You acknowledge and agree that this EULA may be validly signed electronically. By clicking on the "Accept", "Login" or similar button and/or by using the Services, you expressly acknowledge and agree that you are entering into, and that this EULA constitutes, a binding legal agreement between you and ASCEND. You hereby waive any applicable rights to require an original (non- electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this EULA, you must not use the Services.
2. Suspension. ASCEND may suspend your access to the Services at any time with or without notice in the event that ASCEND reasonably suspects that you have engaged in, or attempted to engage in, any use of the Services that would violate the terms of this EULA or harm or otherwise interfere with the Services and ASCEND shall have no liability in connection with any such suspension or termination.
3. Ownership Rights; Restrictions.
3.1. Ownership. You acknowledge that ASCEND and its suppliers own all rights, title and interest in and to the Services, including but not limited to all worldwide copyrights, trade secrets, patents, confidential and/or proprietary information and other intellectual property therein. You do not acquire any rights, express or implied, in or to the Services other than those expressly provided in this EULA.
3.2. Equipment. The provision of Services as contemplated herein may require the use and/or installation of certain ASCEND-owned equipment (the "Equipment") in Customer's or your vehicle(s). Title in Equipment shall remain at all times with ASCEND. You agree to use the Equipment in a careful and proper manner in accordance all applicable laws, regulations and ordinances.
3.3. Limited License. Subject to the terms and conditions of this EULA, ASCEND hereby grants to you a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to remotely access the Services, which include ASCEND's proprietary software and is provided on a hosted, software as a service (SaaS) basis, solely for the Purpose.
3.4. Restrictions. Except as specifically permitted herein, you shall not, and shall not permit any other party to, directly or indirectly, do or attempt to do any of the following: (i) copy, modify, create derivative works of or distribute any part of the Services or the Equipment; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this EULA with any third party; (iii) disassemble, decompile, reverse engineer or attempt to discover the Services' source code or underlying algorithms; (iv) use the Services or the Equipment in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (v) remove or alter any trademarks or other proprietary notices related to the Services or the Equipment; (vi) circumvent, disable or otherwise interfere with security-related features of the Services or the Equipment or features that enforce use limitations; (vii) export, make available or use the Services or the Equipment in any manner prohibited by applicable laws, including without limitation export control and sanctions laws which prohibit the use of the Services or the Equipment in sanctioned countries; and/or (viii) transmit any harmful or malicious code (e.g., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable or shut down a computer system or any component of such computer system) or other unlawful, harmful or offensive material in connection with the Services. ASCEND may immediately terminate this EULA, and your access to the Services and the Equipment, in the event that you breach the provisions of this Section 3.4.
4. Privacy; Personal Information.
4.2. You acknowledge and agree that it is Customer, and not ASCEND, that determines the purposes for which the Services and the Equipment are used and the means to collect data through the settings of the account. You further acknowledge and agree that use of the Services and the Equipment may involve being audio and/or video recorded, and you hereby consent to such audio and/or video recording by ASCEND on behalf of Customer.
5. Disclaimer. THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE EQUIPMENT ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS.
6. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall ASCEND or its affiliates, or its or their respective officers, directors, members, managers, employees, agents, suppliers or licensors, be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, data, use or other intangible losses, in connection with this EULA, including those resulting from the use of, or inability to use, the Services or the Equipment. Under no circumstances will ASCEND be responsible for any damage, loss or injury resulting from tampering, hacking or other unauthorized use of or access to the Services or the Equipment. The maximum liability of ASCEND and its affiliates, and their respective officers, directors, members, managers, employees, agents, supplier or licensors, to you (including your heirs, assigns and representatives) in connection with this EULA, the Services and/or the Equipment shall not exceed $100. The limitations on liability set forth in this Section shall apply whether the alleged liability is based upon contract, tort, negligence, strict liability or any other legal or equitable basis, even if ASCEND has been advised of the possibility of damages. The foregoing limitations on liability shall apply to the fullest extent permitted by applicable law.
7. Indemnification. You agree to indemnify, defend and hold harmless ASCEND, its affiliates, and its and their respective officers, directors, members, managers, employees, agents, suppliers and licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from or related to your use of, or inability to use, the Services or the Equipment and/or your violation of this EULA.
8. Coverage and Data Transmission. Your use of the Services and the Equipment is dependent on the availability and coverage of wireless networks and the availability of positioning systems and the Internet, which are owned and operated by third parties. ASCEND will not be responsible under any circumstances for the unavailability, termination or performance, degradation of or limits in wireless networks, wireless coverage, positioning systems or the Internet. Using the Services, or receiving messages related to the Services, on mobile devices may cause you to incur messaging or data charges with your wireless provider. ASCEND has no control over such charges, and if you do not wish to incur such charges, you should stop using the mobile features (as applicable).
9. Consent to Communications. By using the Services, you consent to receiving communications in any form from ASCEND in connection with the Services, including but not limited to the following: mail, in-app push notifications, electronic mail, telephone (landline or wireless) and text message (i.e., SMS and/or MMS communications). Furthermore, you hereby consent to receiving calls or text messages from ASCEND in connection with the Services, including those made to wireless telephone numbers that are automatically dialed and/or include pre-recorded messages.
10. Governing Law; Jurisdiction. This EULA shall be governed by and interpreted and construed according to the laws of the State of Illinois, without regard to principles of conflict of laws. You and ASCEND hereby consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois in connection with any proceeding arising from or relating to this EULA or the Services.