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Service agreement

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE DAMOOV SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

These DAMOOV Services Terms and Conditions (“Terms”) govern access to and use of the DAMOOV (“DAMOOV,” “we” or “us”) websites and services (collectively, the “Site”) by site visitors (“Site Visitors”) and by individuals or entities who purchase services (“DAMOOV Services”) or create an account (“Account”) and their Authorized Users (collectively, “Customers”) or otherwise access or use the Site or DAMOOV Services. By using the Site or any DAMOOV Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor, or agent of a Customer, who is registered or permitted by Customer to use the DAMOOV Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.
If you are a Customer and you or your organization are bound by a Master Services Agreement with DAMOOV (“Corporate Terms”), then these Terms will apply, if at all, only to use of the Site or any DAMOOV Services to the extent such use is not already governed by such Corporate Terms. For the avoidance of doubt, all references to the “Site” in these Terms also include the DAMOOV Services. As used herein “DAMOOV Services” refers to the product and services offerings of DAMOOV made available for access and use from the Site, including and not limited to DAMOOV Signature, Early Access Programs, and DAMOOV Notary, as referenced in section 2 below.
BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

1. UPDATES AND COMMUNICATIONS

1.1 We may revise these Terms or any additional terms and conditions that are relevant to a particular DAMOOV Service from time to time to reflect changes in the law or to the DAMOOV Services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE DAMOOV SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

1.2 You agree to receive all communications, agreements, and notices that we provide in connection with any DAMOOV Services (“Communications”), including, but not limited to, Communications related to our delivery of the DAMOOV Services and your purchase of or subscription to the DAMOOV Services, via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Site or through any DAMOOV Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

2. DAMOOV SERVICES

  • Telematics SDK for Android and iOS mobile applications | SDK – A software development kit (SDK or devkit) is a set of software development tools that can be embedded into any existing smartphone applications in order to collect data from smartphone sensors and transfer the data to DataMotion’s Telematics platform.
    • SDK wrapper for cross-platform mobile applications (Flutter, React Native) | a wrapper to integrate the telematics SDK into native part of cross-platform apps.
  • Telematics platform | a software platform for telematics data processing.
  • DataHub | a web-portal to work with processed data and manage product and credentials.
  • API and notification services | Notification services and application programming interface to interact with the telematics platform, microservices and statistic services.
  • Zenroad – Open-source telematics app | the source code of the mobile application that includes features listed HERE . the mobile app includes the integrated telematics suite which terms and conditions listed below
  • Ghost monitoring app | driver monitoring app that uses deeplinks to manage tracking and the app customisation.
  • Telematics Chatbot | a channel for automated messaging and reporting based on statistics API

3. LICENSE TO USE TELEMATICS SERVICES

Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Site for your internal business purposes and only as expressly permitted in these Terms and any applicable paid Customer plan that enables registration of an Account for the use of a DAMOOV Service (“Subscription Plan”) when applicable. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of DAMOOV, you may not access or use the DAMOOV Services without DAMOOV’s explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, DAMOOV grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Site provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for personal or internal, non-commercial use or in accordance with any applicable Subscription Plan; and (c) do not modify them in any way. Each discrete Subscription Plan includes restrictions and requirements that outline the features that Customer will be able to access. Any violation by you of the license provisions contained in this Section 3 may result in the immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims depending on the circumstances. The license includes the following rights:
  1. The rights to install and use the Telematics SDK in object code solely for the purposes of integrating the Telematics SDK into one Customer’s Mobile Application (“Mobile App”) and to distribute the Telematics SDK as part of the Mobile App, which will be used by end users. End users refer to any person to which the Customer distributes the Mobile App;
  2. The rights to use telematics platform to process and analyze telematics data
  3. The rights to access the DataHub that makes available the information collected on the end users’ routine behaviour based on device data provided through the Telematics SDK, that has been integrated in the Mobile App and installed on the mobile devices of the end users (such information and device data hereinafter will be referred to as the “Data”).
  4. The rights to host data and have access to data at any stage of data management cycle described HERE
  5. The rights to use API and notification services

3.2 Data storage

The Customer is solely responsible for taking backup copies of the Data.

DAMOOV may retain and further process the Data for machine learning purposes, provided that the Data is genuinely anonymised (i.e., reidentification is impossible).

If the Telematics Services are discontinued or cancelled and all invoices issued by DAMOOV for provided services are paid, DAMOOV shall, at the written direction of the Customer, promptly delete or return to the Customer all Data and certify to the Customer in writing it has done so, unless DAMOOV is required by law to continue to retain the Data.

By default Damoov has the following data storage policy:

  • Trip waypoints: the data is stored for 3 months unless the Customer enabled an extra hosting feature. Extra hosting is subject to extra cost. Once trip waypoints are deleted it can be undone.
  • Aggregated statistics and scoring: user aggregated data is available all time until the user is deleted.

3.3 Copies of Telematics SDK

The Customer is authorized to duplicate the Telematics SDK for internal test and development purposes and for the distribution of the Mobile App to end users. The Customer is further allowed to make a reasonable number of copies of the Telematics SDK for non-productive backup and recovery purposes. Any and all such copies shall in all respects be subject to this Agreement.

4. PRICE AND TIMING

The Customer shall pay to the Provider as per follows:

Available plans and fee

IF THE PRICING TERMS ARE NOT DEFINED BY THE SIGNED AGREEMENT, THE FOLLOWING TERMS WILL BE APPLIED: 

There are 3 plans for the telematics SDK and data processing available:

  • Starter plan – suits for a small size projects, starts from $250 for the first 100 drivers, then $2 per active driver per month.
  • Growth plan – suits for a medium size projects, starts from $1000 for the first 400 drivers, then $1.5 per active driver per month.
  • Scale plan – suits for a rapidly growing projects, starts from $3000 for the first 1200 drivers, then $1 per active driver per month.
 
The full pricing table is available here: https://portal.damoov.com/subscription

PLAN FOR ZENROAD USERS

  • Basic plan – $250 for the first 50 drivers, then $4 per active driver per month.

By default, all customers start with a freemium plan which is valid until the number of active users exceeds 10 users or the plan is upgraded by the customer.

If a number of active users exceeds 10 users and the plan was not selected, the Basic plan will be applied as the default plan.

  1. Payments shall be due within 14 (fourteen) days from the date of the invoice (e.g., invoice issued at the end of June and payment due at the 14th of July) by bank transfer in USD, free of any deductions. The details of the bank account of the Provider for the payment of the Subscription Fees shall be indicated in the invoice or otherwise communicated to the Customer. All invoices shall be deemed accepted unless disputed in good faith within thirty (30) days after the invoice date. If an invoice is disputed, Customer shall pay the undisputed portion of the invoice when due. DataMotion assumes no responsibility for payment of bank charges or any other third-party services fees or charges incurred associated to the Customer’s transactions to pay the invoices.
  2. Any amount due, but not paid in full on the due date, shall automatically and without prior notice, be increased with an interest for late payment of five percent (5%) per year. This amount will, by way of indemnity, automatically and without prior notice be increased by ten percent (10%) with a minimum of one hundred USD ($100) from the day following the due date of the invoice, in addition to the principal amount and the interest for late payment.
  3. DataMotion has the right to suspend the use of the DataHub and connectivity of the Telematics SDK in case of late payment. Customer will fully reimburse DataMotion the costs of notice, collection and recovery (including attorney’s fees and expenses) made in connection with any unpaid invoice.
  4. DataMotion may increase the Subscription Fees once per annum by giving thirty (30) days prior written notice to the Customer, provided that the annual percentage increase in the Subscription Fees shall not exceed the aggregate percentage increase of 5% per year. Such increases to the Subscription Fees shall only be made as a result of inflation or due to other factors related to the Provider’s operations and product support. The Customer may, by 30 day written notice, terminate this Agreement if it does not consent to the increase.

5. DURATION

The Agreement duration are not defined and lasts until the Customer uses the telematics services and have Datahub account.

6. LIABILITY

  • Compliance with the law
    Nothing in the Agreement shall operate so as to exclude or limit the liability in case of misconduct, gross negligence, death, personal injury or in any other case in which liability cannot be excluded or limited by the applicable law.
  • Breaches and Claims
    In the event of breaches imputable to DataMotion to its obligations or warranties under the Agreement or the applicable law, or claims by third parties in relation to events, acts or omissions imputable to DataMotion, the only remedy is that DataMotion, at its own costs, shall correct such breaches and defend or satisfy such claims in a commercially acceptable manner and within a reasonable timeframe from the receipt of the relevant notice issued by the Customer.
  • Indemnification
    Should DataMotion be incapable to fulfill its obligations under Clause 9.2above, DataMotion shall indemnify Customer against damages, costs and expenses (including reasonable legal expenses) incurred by the Customer as direct and immediate effect of the above breaches, within the limits set out in Clause 9.4 below, without duplication and subject to and in accordance with the final judgment against DataMotion issued by the Court having jurisdiction.
  • Limitation of Liability
    Notwithstanding anything to the contrary which may be stated in the Agreement and if permitted under the applicable laws, in no event:
    • DataMotion shall be liable, whether in contract, tort or otherwise, including for negligence, for any indirect, consequential, incidental, special or punitive damages, loss of profits, revenue, savings and opportunities howsoever caused or arising, and even if DataMotion were aware of the possibility of such damages or losses; and
    • The maximum liability of DataMotion, in respect of each individual breach to its obligations or warranties, or series of breaches to the same obligation or warranty, and/or individual claim, or series of claims of the same kind, shall exceed US$50 (fifty US dollars), and the maximum aggregate liability of DataMotion shall exceed the total amount of US$100 (One hundred US dollars), except as established in Clauses 9.8 below.
  • Right of defense
    Where the Customer becomes aware of any claim for which the liability of DataMotion may arise, the Customer shall forthwith notify DAMOOV, and may summon DataMotion in the court proceedings which may have been instituted against the Customer. Subsequently, DataMotion shall in its discretion, at its own cost and represented by the lawyer selected by DataMotion, either defend or compromise such claim. The name of the Customer shall be used in such compromise or defense only with the written permission of the Customer, such permission not to be unreasonably withheld or delayed.
    • DataMotion cannot be held liable also in the following events:
      • incorrect operation of the GNSS, GSM, GPRS and telecommunication network and lines;
        • “GNSS” means the Global Navigation Satellite System, i.e the global satellite system based on the US satellite system GPS (Global Positioning System) and on the Russian satellite system GLONASS (Global Navigation Satellite System), used by DataMotion to localize the vehicle.
        • “GSM” means the Global System for Mobile communication, i.e. a digital mobile cellular telephone system used by DataMotion.
      • the vehicle is inside a garage or in a tunnel, or in any other place where there may not be sufficient coverage of the GNSS/GSM;
      • the mapping database is not duly corrected and updated;
      • the data and other information provided by the App Users are incorrect;
      • new laws or regulations or mandatory orders have come into force and affect the functionality of the Telematics Services;
      • Force Majeure; and
      • breach by the Customer of its obligations or warranties.
      • Liability regarding third party intellectual property rights and data protection

 

Notwithstanding the Clauses from 9.1 to 9.6 above, either Party shall be responsible for any breach of its respective obligations and warranties under the Agreement and any applicable laws regarding third parties intellectual property rights and personal data protection.

In case of claims, legal proceedings or requests submitted by the Customer or by any supervisory authorities or by any other third party against the Customer and/or DataMotion to any Courts or to any supervisory authorities, in relation to any breaches imputable to DataMotion of its obligations and warranties regarding third parties intellectual property rights and/or personal data protection, DataMotion shall indemnify the Customer against damages, costs and expenses (including reasonable legal expenses) incurred by the Customer as direct and immediate effect of such breaches, without duplication and subject to and in accordance with the final judgment or order against the Customer and/or DataMotion issued by the relevant Court or supervisory authority, within the limit of the total amount of the Service Fees paid by Customer to DataMotion in the previous calendar year.

7. FORCE MAJEURE

  • The Customer and DataMotion shall not be responsible for failure or delay of performance of their respective obligations under the Agreement if caused by any events which are outside the reasonable control of or are not imputable to the obligated Party (“Events of Force Majeure”) including, without limitation, acts of God, war, riot, civil commotion, strikes, lock-outs, labor disputes, pandemics or government regulatory response to said pandemics, malicious damage, compliance with changes of laws or governmental order, rule, regulation or direction, accident, fire, flood, storm, a world-wide component shortage. Lack or delay of availability of cartography and of GSM, GPRS and/or GNSS and/or in general telecommunication services shall also be considered Events of Force Majeure.
  • If any Party is unable to perform any of its obligations under the Agreement due to a Force Majeure Event then:
    • That party’s obligations under the Agreement shall be suspended for so long as the Force Majeure Event continues and to the extent that that party is prevented, hindered or delayed;
    • A Party may only exercise its rights under this Clause if, on the commencement of the Force Majeure Event, that Party, as promptly as is possible and reasonable in the circumstances, notifies the other Party in writing of the occurrence of the Force Majeure Event and the effects of such event on its ability to perform its obligations under the Agreement;
    • Each Party shall use its reasonable endeavors to mitigate the effects of any Force Majeure Event upon the performance of their respective obligations under the Agreement; and
    • After the cessation of any Force Majeure Event the party which has exercised its rights under this Clause shall, as promptly as is possible and reasonable in the circumstances, notify the other party in writing of the cessation of the Force Majeure Event and shall immediately resume performance of its obligations under the Agreement.
  • If the Force Majeure Event continues for more than 180 (one hundred eighty) days and an end of the Force Majeure Event is not reasonably foreseeable, either Party may by written notice terminate the Agreement.

8. CONFIDENTIALITY

You acknowledge that all information about our services as well and UX and UI of Damoov telematics products are confidential and undertakes to keep secret any such information until it enters the public domain through no fault of Recipient. Damoov can disclose the company name for marketing pupose to any third party, nor use the same for any purpose other than exercising its rights or performing its obligations under this Agreement. Recipient shall take all steps necessary to prevent any of the information becoming known to unauthorized third parties other than its agents, consultants and advisors subject to such agents, consultants and advisors entering into confidentiality agreements no less restrictive than the provisions hereof. 

9. PUBLICITY

  • Datamotion can make any statement or issue any publicity using your company name, logo in any fashion without prior written approval as appropriate.
  • Notwithstanding the above provisions, DAMOOV may:
    • Publish press releases after your account registration.
    • Display your company logo in a list of clients of DAMOOV in promotional materials and on DAMOOV’s website.
  • Write and publish success stories with your company.

10. RETURNS

The Customer agrees to the electronic delivery of the Telematics Services being initiated concurrently with the receiving of the first data set from the Telematics SDK, under its provided Company ID. The Customer will not be able to cancel the Telematics Services once it has been initiated. The nature of the Telematics Services is such that it cannot be returned.

11. MISCELLANEOUS

  • Modification
    No amendments or integration to the Agreement with the receiving of the first data set from the Telematics SDK, under its provided Company ID. The Customer will not be able to cancel the Telematics Services once it has been initiated. The nature of the Telematics Services is such that it cannot be returned.

    No amendments or integration to the Agreement or Terms shall be valid and binding on the Parties, unless it is in writing, refers expressly to the Agreement and is executed by the duly authorized representative of the Parties.
  • Severability
    In the case that one or more of the Clauses in the Agreement is considered invalid or non-enforceable, this shall not cause the remaining clauses in the Agreement to be invalid and they shall continue to have full validity and effectiveness.
  • Waivers
    The failure of any of the Parties to enforce any of the provisions of the Agreement at any time shall in no way be construed to be a waiver to such provisions, or of any other provision of the Agreement. No waiver of any breach of the Agreement shall be held to be a waiver of any other or subsequent breach.
  • Fees and expenses
    Except as otherwise specifically provided in the Agreement, or subsequently agreed in writing by the Parties, each Party shall bear its own costs and expenses associated with the negotiation of the Agreement, including, but not limited to, all fees and expenses of such Party’s respective counsel, accountants, advisors and other agents and experts, including financial advisors and bankers.
  • Assignment
    DataMotion may, with the consent of the Customer, assign its rights and obligations under these Terms to its corporate parent, its subsidiaries, or to any company under common control with DataMotion. Additionally, DataMotion may, with consent of the Customer, assign its rights and obligations under these Terms to a third party in connection with a merger, acquisition, sale of assets, by operation of law or otherwise.
  • Feedback to DataMotion
    By submitting any ideas, feedback and/or proposals (“Feedback”) to DataMotion through the Telematics Services or other means, the Customer acknowledges and agrees that:
    • DataMotion may have similar development ideas to the Feedback;
    • the Feedback does not contain confidential or proprietary information of the Customer or any third party;
    • DataMotion is not under any obligation of confidentiality with respect to the Feedback; 
    • Damoov may freely use, distribute, exploit and further develop and modify Feedback for any purpose; and
    • the Customer is not entitled to any compensation of any kind from Damoov.

12. DISPUTE RESOLUTION

  • In case of any dispute between the Parties arising out of the Agreement, the Parties shall use their reasonable endeavors to resolve the dispute before commencing legal proceedings.
  • The representatives of the Parties, therefore, shall meet at least one time to discuss the dispute and evaluate possible solutions. If the dispute has not been resolved within 30 (thirty) days from the delivery of the notice which summarizes the contents of the dispute, either Party shall have the right to commence proceedings in court having jurisdiction.

13. GOVERNING LAW AND JURISDICTION

Governing law
The Agreement shall be governed by and construed in accordance with Singapore law with exclusion of the UN Convention on Contracts for the International Sale of Goods.