Cartizen Affiliates & Products
Effective starting: December 1, 2018
"Cartizen Corporate Affiliates"
"Product" and "Product Family"
Autoboard (Web App)
Autoboard (Smartphone App)
Portantli (Web App)
Portantli (Smartphone App)
When not further specified or excluded, the term "Cartizen" also includes Cartizen Corporate Affiliates
Cartizen Customer Terms of Service
Effective starting: December 1, 2018
These Cartizen Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our Products.
If you are being invited or added to a Product set up by a Cartizen customer, the User Notice governs your access and use of the Product (and not these Terms). These Terms are between you and the Cartizen entity that owns or operates the Product that you are using or accessing within Cartizen’s or Cartizen corporate affiliates’ Product Family (“Cartizen”, “we”, or “us”).
“You” and “Customer” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.
“User” means a third-party person or entity which is using one or more Cartizen Products because they are an end-user as a result of your use of one or more Cartizen Products. This may occur because some of Cartizen’s Products are built to facilitate business-to-business-to-consumer interactions. When appropriate, such User will agree to either the Cartizen User Notice or other Cartizen Terms, which may be modified from these Terms, depending upon the nature and intent of the Cartizen Product the User is accessing.
PLEASE NOTE THAT IF YOU SIGN UP FOR A PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
1. What these Terms cover.
1.1. Cartizen Products.
1.2. Product-Specific Terms.
Some Products may be subject to additional terms specific to that product asset forth in the Product-Specific Terms. By accessing or using a product covered by the Product-Specific Terms, you also agree to the Product-Specific Terms.
2. How Products are administered.
Through the Products, you may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of Products and End User Accounts. This may include making Orders for Products or enabling Apps (which may incur fees); creating, de-provisioning, monitoring, or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Data by End Users or others. Administrators may also take over management of accounts previously registered using an email address belonging to your domain (which become “managed accounts”, as described in our Documentation). Without limiting Section 2.4 (Responsibility for End Users), which fully applies to Administrators, you are responsible for whom you allow to become Administrators and any actions they take, including as described above. You agree that our responsibilities do not extend to the internal management or administration of the Products for you.
2.2. Reseller as Administrator.
If you order Products through a Reseller or similar entity, such as another entity with whom you share a billing contact, then you are responsible for determining whether the Reseller may serve as an Administrator and for any related rights or obligations in your applicable agreement with the Reseller. As between you and Cartizen, you are solely responsible for any access by Reseller to your accounts or your other End User Accounts.
2.3. End User Consent.
2.4. Responsibility for End Users.
Our Products have various user onboarding flows. Some Products require users to be designated by Administrators; some allow users to sign up for individual accounts which can become associated with teams or organizations at a later time; and some may allow users to invite other users. You are responsible for understanding the settings and controls for each Product you use and for controlling whom you allow to become an End User. If payment is required for End Users to use or access a Product, then we are only required to provide the Products to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use the Products. Some Products may allow you to designate different types of End Users, in which case pricing and functionality may vary according to the type of End User. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Data, even if those End Users are not from your organization or domain. We may display our User Notice to End Users at sign up, account creation, Product registration, or in-product. If you use single sign-on (SSO) for identity management of your Product(s) such that End Users will bypass these screens and our User Notice, you are responsible for displaying our User Notice to End Users and for any damages resulting from your failure to do so.
You must require that all End Users keep their user IDs and passwords for the Products strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using End User Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.
2.6. Age Requirement for End Users.
The Products are not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all End Users are at least 16 years old.
2.7. Domain Name Ownership.
Where you are required to specify a domain for the operation of a Product or certain Product features, we may verify that you own or control that domain. If you do not own or control the domain you specify, then we will have no obligation to provide you with the Product or Product features.
3. What's included in your Cloud Product subscriptions; what are the restrictions.
3.1. Access to Products.
Subject to these Terms and during the applicable Subscription Term, you may access and use the Products for your own business purposes or personal use, as applicable, all in accordance with these Terms, the applicable Order and the Documentation. This includes the right, as part of your authorized use of the Products, to download and use the client software associated with the Products. The rights granted to you in this Section 3.1 are non-exclusive, non-sublicensable, and non-transferable.
During the Subscription Term, we will provide Support for the Products in accordance with the Support Policy for the applicable Order.
Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt, or create derivative works of the Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Products to a third party; (c) use the Products for the benefit of any third party; (d) incorporate any Products into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Products intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Product; (h) use the Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Products; or (j) encourage or assist any third party to do any of the foregoing.
4. Our security and data privacy policies.
We implement security procedures designed to help protect Your Data from security attacks.
4.3. Improving Products.
Nothing in these Terms prevents us from disclosing Your Data to the extent required by law, subpoenas, or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. Cartizen strives to balance your privacy rights with other legal requirements; to read more about Cartizen’s policies and guidelines for law enforcement officials requesting access to customer data, please see our Guidelines for Law Enforcement Requests.
4.5. GDPR Data Processing Addendum.
If you are in the EEAU, Switzerland, or are otherwise subject to the territorial scope of Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, you can request and complete the Cartizen Data Processing Addendum here.
5. Terms that apply to Your Data.
5.1. Using Your Data to provide Products to You.
As described in the table "Data Ownership & Licensing", you retain all right, title and interest in and to Your Data in the form submitted to the Products. Subject to these Terms, and solely to the extent necessary to provide the Products to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Your Data. Solely to the extent that reformatting Your Data for display in a Product constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts, End User Accounts, and your Products with End User permission in order to respond to your support requests.
5.2. Your Data Compliance Obligations.
You and your use of Products (including use by your End Users) must comply at all times with these Terms, the Acceptable Use Policy and all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to submit all Your Data to the Products and to grant the rights granted to us in these Terms and (ii) Your Data and its submission and use as you authorize in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing Your Data. Other than our express obligations under Section 4 (Our security and data privacy policies), we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Products.
5.3. Sensitive Data.
During your use of Products (or using the Products to collect) any Sensitive Data, you acknowledge that we are not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA). The Products are neither HIPAA nor PCI DSS compliant, but even in the event of compliance with these bodies, and notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Data.
5.4. Your Indemnity.
You will defend, indemnify and hold harmless us (and our Affiliates, officers, directors, agents, and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) your breach of Section 2.3 (End User Consent) or any claims or disputes brought by your End Users arising out of their use of Products, (ii) your breach (or alleged breach) of Sections 5.2 (Your Data Compliance Obligations) or 5.3 (SensitiveData); or (iii) Your Materials. This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at your expense.
5.5. Removals and Suspension.
We have no obligation to monitor any content uploaded to the Products. Nonetheless, if we deem such action necessary based on your violation of these Terms, including Our Policies, or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may (1) remove Your Data from the Products or (2) suspend your access to the Products. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Product or other users, we may suspend your access or remove Your Data immediately without notice. We have no liability to you for removing or deleting Your Data from or suspending your access to any Cloud Products as described in this Section 5.5.
6. Using third-party products with the CloudProducts.
6.1. Third-Party Products.
You (including your End Users) may choose to use or procure other third party products or services in connection with the Products, including Third Party Apps or implementation, customization, training or other services. Your receipt or use of any third party products or services (and the third parties’ use of any of Your Data) is subject to a separate agreement between you and the third party provider. If you enable or use third party products or services with the Products, we will allow the third party providers to access or use Your Data as required for the interoperation of their products and services with the Products. This may include transmitting, transferring, modifying, or deleting Your Data, or storing Your Data on systems belonging to the third party providers or other third parties. Any third party provider’s use of Your Data is subject to the applicable agreement between you and such third party provider.
We are not responsible for any access to or use of Your Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT,AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.
7. Using Cartizen developer assets.
Access to any of our APIs, SDKs or other Cartizen developer assets is subject to the Cartizen Developer Terms, which is a separate agreement.
8. Additional Services.
8.1. Additional Services.
Subject to these Terms, you may purchase Additional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us, including any additional Support or Services Policy.
8.2. Our Deliverables.
We will retain all right, title and interest in and to Our Deliverables. You may use any of Our Deliverables provided to you only in connection with the Products, subject to the same usage rights and restrictions as for the Products. For clarity, Our Deliverables are not considered Products, and any Products are not considered to be Our Deliverables.
8.3. Your Materials.
You agree to provide us with reasonable access to Your Materials as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused until you do so. You retain your rights in Your Materials, subject to our ownership of any Products, any of Our Deliverables or any of Our Technology underlying Your Materials. We will use Your Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Your Materials to provide them to us for such purposes.
9. Billing, renewals, and payment.
9.1. Monthly and Annual Plans.
Except for No-Charge Products, all Products are offered on a monthly subscription basis, an annual subscription basis, or one-time up-front charge basis.
Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Products or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Product continuing to be offered and will be charged at the then-current rates.
9.3. Adding Users.
You may add users, increase Product add-on capacities, or otherwise increase your use of Products by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a PO number is required in order for an invoice to be paid, then you must provide such PO number to Cartizen by emailing the PO number to the Support Contact listed within your Product. For Additional Services provided at any non-Cartizen location, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging and meal expenses, which we may charge as incurred. Other than as expressly set forth in Section 10 (Our return policy), 18.3 (Warranty Remedy), Section 20 (IP Indemnification) or Section 24 (Changes to these Terms), all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
We will deliver the login instructions for Products to your account or through other reasonable means no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.
10. Our return policy.
Without limiting the Performance Warranty in Section 18 (Warranties and Disclaimer), you may terminate your initial Order of a Product under these Terms, for no reason or any reason, by providing notice of termination to us no later than thirty (30) days after the Order date for such Product. In the event you terminate your initial Order under this Section 10, at your request (which may be made through your account with us), we will refund you the amount paid under such Order. This termination and refund right applies only to your initial Order of the Product and only if you exercise your termination right within the period specified above, and does not apply to Additional Services. You understand that we may change this practice in the future in accordance with Section 24 (Changes to these Terms).
11. Taxes not included.
Your fees under these Terms exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such fund or credit is available.
11.2. Withholding Taxes.
You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
12. If you purchased through a Reseller.
If you make any purchases through an authorized partner or reseller of Cartizen (“Reseller”): (a) Instead of paying us, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use Products if we do not receive the corresponding payment from the Reseller. (b) Your order details (e.g., the Products you are entitled to use, the number of End Users, the Subscription Term, etc.) will be as stated in the Order placed with us by the Reseller on your behalf, and Reseller is responsible for the accuracy of any such Order as communicated to us. (c) If you are entitled to a refund under these Terms, then unless we otherwise specify, we will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you. (d) Resellers are not authorized to modify these Terms or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in these Terms.
13. No contingencies on other products of future functionality.
You acknowledge that the Products and Additional Services referenced in an Order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Products and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Products beyond the current Subscription Term), or dependent on any oral or written public comments we make regarding future functionality or features.
14. Evaluations, trials, and betas.
We may offer certain Products (including some Cartizen Apps) to you at no charge, including free accounts, trial use and Beta Versions as defined below (collectively, “No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with these Terms). Except as otherwise set forth in this Section 14, the terms and conditions of these Terms governing Products, including Section 3.3 (Restrictions), fully apply to No-Charge Products. We may modify or terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta Products, and any pre-release and beta features within generally available Products, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 14. All information regarding the characteristics, features or performance of any No-Charge Products (including Beta Versions) constitutes our Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE US$100.
15. IP Rights in the Cloud Products and Feedback.
Products are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to Our Technology (including the Products). From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how, and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to the Products will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 16 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 16. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the ConfidentialInformation; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
17. Term and Termination.
These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.
17.2. Termination for Cause.
Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
17.3. Termination for Convenience.
You may choose to stop using the Products and terminate these Terms (including all Orders) at any time for any reason upon written notice to us, but, unless you are exercising your right to terminate early pursuant to Section 10 (Our return policy), upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
17.4. Effects of Termination.
Upon any expiration or termination of these Terms, you must cease using all Products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of the Products during the applicable Subscription Term. If you terminate these Terms in accordance with Section 17.2 (Termination for Cause), we will refund you any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If we terminate these Terms in accordance with Section 17.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
The following provisions will survive any termination or expiration of these Terms: Sections 3.3 (Restrictions), 5.4 (Your Indemnity), 6.1 (Third-Party Products), 9.4 (Payment), 11 (Taxes not included), 14 (Evaluations, trials, and betas)(disclaimers and use restrictions only), 15 (IP Rights in the Products and Feedback), 16 (Confidentiality), 17 (Term and Termination), 18.4 (Warranty Disclaimer), 19 (Limitations of Liability), 20 (IP Indemnification) (but solely with respect to claims arising from your use of Products during the Subscription Term), 22 (Dispute Resolution) and 26 (General Provisions).
18 Warranties and Disclaimer.
18.1. Mutual Warranties.
Each party represents and warrants that it has the legal power and authority to enter into these Terms.
18.2. Our Warranties.
We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Products (but we are not responsible for harmful materials submitted by you or End Users) (the “Performance Warranty”).
18.3. Warranty Remedy.
We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i)unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications, or third-party products, software, services or equipment or (iii) to No-Charge Products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 18.
18.4. WARRANTY DISCLAIMER.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 18, ALL PRODUCTS, SUPPORT, AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE,FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY, OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE, OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED, OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
19. Limitation of Liability.
19.1. Consequential Damages Waiver.
EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
19.2. Liability Cap.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
19.3. Excluded Claims.
“Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in these Terms, and (3) your breach of Section 3.3 (Restrictions) or of Section 2 (Combining the Products with Open Source Software) of Third Party Code in Cartizen Products.
19.4. Nature of Claims and Failure of Essential Purpose.
The parties agree that the waivers and limitations specified in this Section 19 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
20. IP Indemnification.
We will defend you against any claim brought against you by a third party alleging that the Products, when used as authorized under these Terms, infringe a patent right granted in the United States or a copyright registered in such a jurisdiction (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable)of the Claim. If your use of the Products is (or in your opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right for your continued use of the Product in accordance with these Terms; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund any prepaid amounts for the terminated portion of the Subscription Term. Our indemnification obligations above do not apply: (1) if the total aggregate fees we receive with respect to your subscription to a Product in the twelve (12) month period immediately preceding the Claim is less than US$50,000; (2) if the Product is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (3) if the Product is used in combination with any non-Cartizen product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Products; (5) to any Claim arising as a result of (y) Your Data or circumstances covered by your indemnification obligations in Section 5.4 (Your Indemnity) or (z) any third-party deliverables or components contained with the Products or (6) if you settle or make any admissions with respect to a Claim without our prior written consent. THIS SECTION 20 (IP INDEMNIFICATION) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS.
21. Publicity Rights.
We may identify you as an Cartizen customer in our promotional materials. We will promptly stop doing so upon your request sent to email@example.com.
22. Dispute Resolution.
22.1. Informal Resolution.
In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 22.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 22.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
22.2. Governing Law; Jurisdiction.
These Terms will be governed by and construed in accordance with the applicable laws of the State of Texas, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Dallas, Texas, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Dallas, Texas, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
22.3. Injunctive Relief; Enforcement.
Notwithstanding the provisions of Section 22.1 (Informal Resolution) and 22.2 (Governing Law; Jurisdiction), nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.
22.4. Exclusion of UN Convention and UCITA.
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.
23. Export Restrictions.
The Products are subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your access to, use of, and download of the Products (or any part thereof). You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Products or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and (ii) none of Your Data is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Products for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
24. Changes to these Terms.
We may modify the terms and conditions of these Terms (including Our Policies) from time to time, with notice to you in accordance with Section 26.1 (Notices) or by posting the modified Terms on our website. Together with notice, we will specify the effective date of the modifications.
24.1. No-Charge Products
You must accept modifications to continue using the No-Charge Products. If you object todifications, your exclusive remedy is to cease using the No-ChargeProducts.
24.2. Paid Subscriptions.
Except as otherwise indicated below, modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 9.2 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have pre-paid for use of the affected Products for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the Order.
24.3. Our Policies.
We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.
25. Changes to the Cloud Products.
You acknowledge that the Products are on-line, subscription-based products, and that in order to provide improved customer experience we may make changes to the Products, and we may update the applicable Documentation accordingly. Subject to our obligation to provide Products and Additional Services under existing Orders, we can discontinue any Products, any Additional Services, or any portion or feature of any Products for any reason at anytime without liability to you.
26. General Provisions.
Any notice under these Terms must be given in writing. We may provide notice to you through your Notification Email Address, your account, or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by post to Cartizen LLC, 2929 Canton Street, Dallas, TX 75226, Attn: Legal. Your notices to us will be deemed given upon receipt.
26.2. Force Majeure.
Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents, and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties’ permitted successors and assigns.
26.4. Government End Users.
Any United States federal, state, or local government customers are subject to the Government Amendment in addition to these Terms.
26.5. Entire Agreement.
These Terms are the entire agreement between you and us relating to the Products and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the Products or any other subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.
In event of any conflict between the main body of these Terms and either Our Policies or Product-Specific Terms, Our Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.
26.7. Waivers; Modifications.
No failure or delay by the injured party to these Terms in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 24 (Changes to these Terms), any amendments or modifications to these Terms must be executed in writing by an authorized representative of each party.
As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of these Terms is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
26.9. Independent Contractors.
The parties are independent contractors. These Terms will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power, or authority to create any duty or obligation of the other party.
Certain capitalized terms are defined in this Section 27, and others are defined contextually in these Terms.
“Additional Services” means premier or priority support or other services related to the Products we provide to you, as identified in an Order. For the avoidance of doubt, Additional Services do not include the standard level of support that may be included in your subscription.
“Administrators” mean the personnel designated by you who administer the Products to End Users on your behalf.
“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
“Products” means our hosted or cloud-based solutions, including any client software we provide as part of the Products.
“Documentation” means our standard published documentation for the Products, typically found either in our Support Center or within the Product.
“End User” means an individual you or an Affiliate permits or invites to use the Products. For the avoidance of doubt: (a) individuals invited by your End Users, (b) individuals under managed accounts, and (c) individuals interacting with a Product as your customers are also considered End Users.
“End User Account” means an account established by you or an End User to enable the End User to use or access a Product.
“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Products, Support or Additional Services.
“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
“Notification Email Address” means the email address(es) you used to register for a Product account or otherwise signup for a Product. It is your responsibility to keep your email address(es) valid and current so that we are able to send notices, statements, and other information to you.
“Order” means Cartizen’s applicable online order page(s), flows, in-product screens or other Cartizen-approved ordering document or process describing the products and services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order will identify: (i) the Products, (ii) the number of End Users, Subscription Term, domain(s) associated with your use of Products, storage capacity or add-on limits, or other scope of use parameters and (iii) (for paid Orders) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include Additional Services and No-Charge Products.
“Our Deliverables” means any materials, deliverables, modifications, derivative works or developments that we provide in connection with any Additional Services.
“Our Technology” means the Products (including all No-Charge Products), Our Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
“PCI DSS” means the Payment Card Industry Data Security Standards.
“PO” means a purchase order.
“Product-Specific Terms” means additional terms that apply to certain Products and Additional Services.
“Sensitive Data” means any (i) categories of data enumerated in European Union Regulation 2016/679, Article9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit or other payment card data subject to PCI DSS; (iv) other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
“Subscription Term” means your permitted subscription period for a Product, as set forth in the applicable Order.
“Support” means support for the Products, as further described in the Support Policy (to the extent applicable). Your Support level (if any) will be specified in the applicable Order.
“Training” means Cartizen-provided training and certification services.
“Your Data” means any data, content, code, video, images, or other materials of any type that you (including any of your End Users) submit to Products and whose ownership is defined in "Data Ownership & Licensing". In this context, “submit” (and any similar term) includes submitting, uploading, transmitting or otherwise making available Your Data to or through the Products.
“Your Materials” means your materials, systems, personnel or other resources.
Data Ownership & Licensing
Effective starting: December 1, 2018
For simplicity of understanding across Cartizen agreements, the below table describes the various parties' ownership and licensing of data, sometimes referred to as "Your Data" and otherwise referred to as data.
For "User", "User Entity", and "You (Customer)", the term "License" means limited, exclusive, non-sublicensable, and non-transferable.
For "Cartizen", the term "License" means a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the data for any purpose, without any restriction or obligation based on intellectual property rights or otherwise.
Since this table is simply for convenience and ease-of-use, if there is any conflict between the below Data Ownership & Licensing table and another Agreement, or between this table and other terms, rules, or policies on our website or related to our Products or related services, the more specific provision shall prevail.
User Personal Data
User Entity Data
System Generated Data
Product Use Data
Cartizen Government Amendment
Effective starting: December 1, 2018
This Government Amendment (“Amendment”) modifies the Terms of Service (the “Agreement”) and applies to United States federal, state, and local government customers (“Government”) only. Government and us (together, the “Parties”) agree to modify the Agreement only to the extent required to accommodate any statutory restrictions or obligations that apply, without exception, to the Agreement. Accordingly, the Agreement is hereby modified as it pertains to use by Government. We may update or modify this Amendment from time to time as set forth in the Agreement.
All capitalized terms not defined in this Amendment have the meanings given to them in the Agreement. Except as expressly set forth herein, all of the terms and conditions of the Agreement shall remain in full force and effect.
1. Commercial Items.
The Products (“Products”), Documentation, and related services are commercial in nature and available in the open marketplace. The Products, Documentation, and related services are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, and all software is "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined at 48 C.F.R. §252.227-7014(a)(5)and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R.227.7202, as applicable. All sales to Government shall be consistent with 48C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48 C.F.R. §227.7202 through227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable. The Products, Documentation, and related services are licensed to Government with only those rights as granted to all other customers, according to the terms and conditions contained in the Agreement.
2. Government Purpose.
Government’s use of Products, Documentation, and related services under the Agreement as amended herein shall only be for a governmental purpose. Any private, personal, or non-governmental purposes shall result in the waiver of this Amendment and the terms and conditions of the Agreement shall apply without modification.
3. Indemnification, Liability, Statute of Limitations.
Any provisions in the Agreement imposing indemnification by Government are hereby waived and shall not apply except to the extent expressly authorized by applicable law. Liability for any breach of the Agreement as modified by this Amendment or any claim arising from the Agreement as modified by this Amendment, shall be determined under the Contract Disputes Act, the Federal Tort Claims Act, or other governing federal or state authority. Federal Statute of Limitations provisions or, if applicable, state statute of limitations, shall apply to any breach or claim. In the event of a dispute between the Parties, Government agrees that we shall have standing and direct privity of contract to bring a claim directly against Government in a court of competent jurisdiction or an agency board of contract appeals.
4. Governing Law.
Any terms regarding choice of law and venue in the Agreement are hereby waived. The Agreement and this Amendment shall be governed by, and interpreted and enforced in accordance with, the laws applicable to Government without reference to conflict of laws. The laws of the State of Texas will apply in the absence of applicable law.
5. Intellectual Property Ownership.
Except as expressly stated in the Agreement, no rights to any derivative works, inventions, products, or product modifications, or documentation are conferred to Government or any other party. All such rights belong exclusively to us.
6. Publicity Rights.
We may identify Government as a customer in our promotional materials to the extent permitted by GSAR 552.203-71-RESTRICTION IN ADVERTISING. We will not suggest that Government endorses the Products but only that Government is our customer. Government may request that we stop doing so by submitting an email to the applicable address set forth in the Agreement. Please note that it may take us several days to process Government’s request.
7. Order of Precedence.
If there is any conflict between this Amendment and the Agreement, or between this Amendment and other terms, rules, or policies on our website or related to our Products or related services, this Amendment shall prevail.
Cartizen Developer Terms of Service
Effective starting: December 1, 2018
When you develop on the Cartizen Platform, you agree to be bound by the following terms. Please read them carefully. These Cartizen Developer Terms of Service (the “Terms”) are a binding agreement between you and Cartizen LLC (“we” or “Cartizen”). In these Terms, you are referred to as “you” or “Developer”. If you are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to these Terms for that Entity and representing to Cartizen that you have the authority to bind such Entity to these Terms, in which case the terms “you” or “Developer” shall refer to such Entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms or use the Cartizen Developer Assets. Cartizen may modify these Terms from time to time, subject to Section 17 (Changes to Terms) below.
By using or accessing any Cartizen Developer Assets, or by clicking on “I agree” (or a similar button), you agree to be bound by theseTerms.
1. Cartizen Developer Assets.
Cartizen makes available certain APIs, software development kits (SDKs), and cloud-based development tools (collectively, “Cartizen Developer Assets”) for use with its products and services (“Cartizen Products”). Cartizen also makes available the Cartizen Developer Guidelines at https://docs.cartizen.io/ (“Developer Guidelines”), which include directions and guidelines for use of the Cartizen Developer Assets and which may be modified by Cartizen frequently or from time to time. Except where noted, references to any Cartizen Developer Assets include the related Developer Guidelines.
You agree to follow the registration or credentialing requirements (if any) established by Cartizen for access to the Cartizen Developer Assets. All Cartizen Developer Assets access keys or developer credentials are Cartizen’s confidential information and may not be shared with third parties.
3. Your Use Rights.
Subject to these Terms, you may use the CartizenDeveloper Assets to enable your products and services (“Integrations”) to access or interface with Cartizen Products, but only as permitted by the relevant Developer Guidelines. All of your use rights in these Terms (including your rights to use Cartizen Marks below) are limited, non-exclusive, non-sublicenseable, and non-transferable. You may, however, permit your agents and contractors to exercise your use rights on your behalf, provided that you remain responsible for their compliance with these Terms.
4. Conditions on Use.
In accessing and using the Cartizen Developer Assets, you agree to comply with Cartizen’s Acceptable Use Policy at https://www.cartizen.co/legal#aup (”AUP”) (and as may be modified from time to time). As conditions on your use rights, you also agree not to (and not to authorize any third party to): (a) use the Cartizen Developer Assets except with the related Cartizen Products and in accordance with the Developer Guidelines; (b) modify or create any derivative works of the Cartizen Developer Assets (except to the extent the Integrations are deemed derivative works under applicable law); (c) take any action that would subject the Cartizen Developer Assets to any third party terms, including without limitation any “open source” software license terms; (d) make any calls to the Cartizen Developer Assets that are not driven by a request from an end user (as described in Section 7.1) or the Integration itself, other than as part of reasonable testing of your Integrations with the Cartizen Developer Assets; (e) copy, frame or display any elements of the Cartizen Products through the Integrations or use the Cartizen Developer Assets with Integrations that substantially replicate any features or functionality of Cartizen Products, except as expressly authorized by Cartizen in writing; (f) copy, distribute, sell, sublicense, rent, or lease the Cartizen Developer Assets or any access key provided by Cartizen or use such items for hosting, service provider or like purposes; or (g) access the Cartizen Developer Assets for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Cartizen Developer Assets or Cartizen Products. From time to time, Cartizen may place limits on access to the Cartizen Developer Assets (e.g., limits on numbers of calls or requests). Further, Cartizen may monitor your usage of the Cartizen Developer Assets and limit the number of calls or requests you may make if Cartizen believes that your usage is in breach of this Agreement or may negatively affect the Cartizen Platform (or otherwise impose liability on Cartizen).
5. Use of Cartizen Marks.
Subject to these Terms, you may use the appropriate Cartizen or Corporate Affiliate names, logos and trademarks as designated in the Cartizen Trademark Guidelines at https://www.cartizen.co/legal#mark (”Cartizen Marks”) to promote your Integrations as compatible with the relevant Cartizen Products. Your use of Cartizen Marks must comply with the Cartizen Trademark Guidelines and (without limiting Cartizen’s other termination rights) you must promptly cease any use of Cartizen Marks identified by Cartizen as problematic. You may not register any domain name containing Cartizen Marks, the word “Cartizen” or the name of any Cartizen Product (or anything confusingly similar) and if you have done so you agree to transfer ownership of the domain name to Cartizen at no charge to Cartizen. You also agree not to contest the validity of ownership of any Cartizen Marks. You receive no other rights to Cartizen Marks under these Terms. All goodwill arising from use of Cartizen Marks inures to Cartizen.
6. Use of Your Marks; Your Ownership Rights.
Cartizen may (but is not obligated to) use your name, logos, and other trademarks (including those related to the Integrations) to identify you as a Cartizen developer and to promote your Integrations and Cartizen Products. Cartizen receives no other rights to your trademarks under these Terms. All goodwill arising from use of your trademarks belongs to you. For clarity, nothing in these Terms assigns ownership of your Integrations or intellectual property rights to Cartizen.
7. Your Responsibilities.
7.1. Integrations and End Users.
7.2. Cartizen Customer Terms of Service.
Use of Cartizen Products requires each end user to have a valid license or subscription with Cartizen subject to the then-current Cartizen Customer Terms of Service, and which includes the AUP (the Cartizen Customer Terms of Service alone, or the Cartizen Customer Terms of Service together with the AUP may both be referred to as the “Cartizen Customer Agreement”). You will not facilitate or encourage any end user to violate the Cartizen Customer Agreement or interfere with any end user’s review or acceptance of the Cartizen Customer Agreement. For the avoidance of doubt, your use of the Cartizen Developer Assets is subject to this Agreement, not the Cartizen Customer Agreement. If you use Cartizen Products as a customer, that use remains subject to the Cartizen Customer Agreement.
7.3. No Resale.
These Terms do not grant you the right to distribute or resell Cartizen Products or to create any binding commitment on behalf of Cartizen. In addition, you may not directly or indirectly charge end users for use of, or access to, the functionality of the Cartizen Products or Cartizen Developer Assets (but this does not limit you from charging a standard overall fee for the Integrations).
7.4. Your Representations and Warranties.
You represent and warrant that (a) you have full power and authority to enter into and perform these Terms and to exploit the Integrations without violating any other agreement; (b) the Integrations and their use 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 or the export of technical or personal data (”Laws”); (c) all information you provide to Cartizen is and will be true, accurate, and complete except in such circumstances where you are specifically seeking Cartizen to determine such truth, accuracy, and completeness, and (d) you will not interfere with Cartizen’s business practices or the way in which it licenses or distributes the Cartizen Products or Cartizen Developer Assets. Unless separately and specifically stated in writing by Cartizen or its Affiliates, you may not suggest any affiliation with Cartizen, including any suggestion that Cartizen sponsors, endorses, or guarantees the Integrations, except for the Cartizen Developer Assets integration relationship expressly contemplated in these Terms. You may not make any representations, warranties or commitments regarding Cartizen or Cartizen Products or on behalf of Cartizen or any Affiliate.
You will indemnify, defend (at Cartizen’s request) and hold harmless Cartizen 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 (a) the Integrations, (b) your relationships or interactions with any end users or third party distributors of the Integrations, or (c) your breach or alleged breach of these Terms. Cartizen 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 Cartizen’s prior written consent (not to be unreasonably withheld).
Cartizen and its third-party licensors retain all ownership and other rights in the Cartizen Developer Assets, Cartizen Products and Cartizen Marks, including all intellectual property rights. Providing feedback, comments, or suggestions about the Cartizen Developer Assets or Cartizen Products (“Feedback”) to Cartizen is wholly voluntary. By providing Feedback, Developer grants Cartizen 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 Developer based on intellectual property rights or otherwise.
9. No Support or Maintenance.
Cartizen has no obligation to provide any maintenance or support for the Cartizen Developer Assets (or to end users of Integrations)or to fix any errors or defects. If Cartizen in its discretion provides any updates, modifications, enhancements, and other new releases to the Cartizen Developer Assets, such materials will be deemed included in the “Cartizen Developer Assets” under these Terms unless Cartizen specifies otherwise.
10. Changes to Cartizen Developer Assets.
From time to time, Cartizen may change the Cartizen Developer Assets or related Cartizen Products. Future versions of the Cartizen Developer Assets may not be compatible with Integrations developed using previous versions. Cartizen typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. Cartizen will have no liability resulting from the actions described in this paragraph.
These Terms remain in effect until terminated. Developer may terminate these Terms at any time by ceasing all use of the Cartizen Developer Assets and any relevant developer credentials. Cartizen may terminate these Terms (a) for no reason or any reason upon thirty (30) days’ notice to Developer or (b) if Developer breaches any provision of these Terms and does not cure such breach within fifteen (15) days after written notice of the breach (or immediately in Cartizen’s discretion in case of willful or significant breaches). Cartizen may also suspend Developer’s use of Cartizen Developer Assets or terminate these Terms immediately if Cartizen is required to do so by Law, if Cartizen ceases to offer the Cartizen Developer Assets, Cartizen Products, or its developer program or if Cartizen determines that continuing under these Terms could result in legal or business liability or cause harm to its products, services, reputation, or users. Upon any termination, Developer’s rights to use Cartizen Developer Assets (including related access keys and credentials) and Cartizen Marks will immediately terminate and Developer will cease all such use, but all other provisions of these Terms will survive. Developer understands that after termination it will have no further access to any Cartizen developer website or portal or to any data or content that Developer submitted to Cartizen relating to the Cartizen Developer Assets. Cartizen will have no obligation or liability resulting from termination or suspension of these Terms as permitted above.
12. Disclaimer of Warranties.
TO THE FULL EXENT PERMITTED BY LAW, ALL CARTIZEN DEVELOPER ASSETS, CARTIZEN PRODUCTS AND CARTIZEN MARKS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND CARTIZEN AND ITS THIRD-PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. CARTIZEN MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE CARTIZEN DEVELOPER ASSETS OR CARTIZEN PRODUCTS, THAT CARTIZEN WILL CONTINUE TO OFFER ANY CARTIZEN DEVELOPER ASSETS OR ITS DEVELOPER PROGRAM OR THAT USE OF ANY CARTIZEN DEVELOPER ASSETS OR CARTIZEN PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR MEET DEVELOPER’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.
13. Limitations of Liability.
TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENTWILL CARTIZEN BE LIABLE (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITYMECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, ORCONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA),REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITYOF SUCH DAMAGES IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIESEXCEEDING ONE HUNDRED U.S. DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, CARTIZEN HAS NO WARRANTY, INDEMNIFICATION, OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR INTEGRATIONS OR THEIR COMBINATION, INTERACTION, OR USE WITH ANY CARTIZEN PRODUCTS OR CARTIZEN DEVELOPER ASSETS. Developer acknowledges and agrees that this Section 13 reflects a reasonable allocation of risk and that Cartizen would not enter into these Terms without these liability limitations. This Section 13 will survive notwithstanding any limited remedy’s failure of essential purpose.
14. Cartizen Confidential Information.
All information disclosed by Cartizen that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is “Confidential Information.” Confidential Information includes non-public aspects of the Cartizen Products and Cartizen Developer Assets. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to Cartizen or anyone else.
14.2. Your Obligations.
During and after the term of this Agreement, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide Cartizen with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Cartizen’s cost, if Cartizen wishes to contest the disclosure.
14.3. Injunctive Relief.
In the event of actual or threatened breach of this Section 14, Cartizen shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.
15. Information You Provide Is Not Confidential.
15.1. You understand and agree that Cartizen develops its own products and services and works with many other vendors and developers, and either Cartizen or these third parties could in the future develop (or already have developed) products similar to yours.
15.2. You should not provide to Cartizen any information that you consider confidential and you agree that Cartizen is not subject to any confidentiality obligations or use restrictions related to information that you may provide to Cartizen in relation to this Agreement. You expressly agree that neither this Agreement nor your development on the Cartizen Platform limits Cartizen’s right to develop or have developed for Cartizen products, concepts, systems or techniques that are similar to or compete with any Integrations or any other products, concepts, systems or techniques contemplated by or embodied in information you disclose to Cartizen. For clarity, however, this paragraph, in itself, does not grant Cartizen any license under your intellectual property rights.
16. Export Restrictions.
The Cartizen Developer Assets are subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Cartizen Developer Assets. You shall not (and shall not allow any third party to) remove or export from the United States or allow the export or re-export of any part of the Cartizen Developer Assets or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. TreasuryDepartment’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Cartizen Developer Assets are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.
17. Changes to Terms.
Cartizen may modify these Terms from time to time, including any referenced policies and other documents. Cartizen will use reasonable efforts to notify you of modifications as provided in Section 19 (General). You may be required to click through the modified Terms to show your acceptance, and in any event your continued use of any Cartizen Developer Assets after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the Cartizen Developer Assets as described in Section 11 (Termination).
18. Open Source Software.
The Cartizen Developer Assets may contain or be provided with components subject to the terms and conditions of "open source" software licenses (“Open Source Software”). To the extent applicable, Cartizen will identify Open Source Software included in the Cartizen Developer Assets. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.
These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. Except as set forth in Section 17 (Changes to Terms), all amendments or modifications must be in writing and signed by both parties. The words "including" and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be unenforceable, it (and related provisions) will be interpreted to best accomplish its intended purpose. Developer may not assign, transfer, or delegate any right or obligations under these Terms and any non-permitted assignment is void. Cartizen may assign these Terms and its rights and obligations to any of its Affiliates or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. Notices must be in writing and will be deemed given when delivered. Cartizen may provide notice to the email or physical address provided by Developer or through Cartizen’s developer website. Your notices to Cartizen must be given by post to Cartizen LLC, Attn: Legal, 2929 Canton Street, Dallas, TX 75226. The parties are independent contractors and these Terms do not create any agency, partnership, or joint venture. These Terms will be governed by and construed in accordance with the laws of the State of Texas, excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state courts for Dallas County, Texas. Cartizen will not be liable to Developer for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. The Cartizen Developer Assets and Cartizen Products are commercial computer software. If the user or licensee of such technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Cartizen Developer Assets and Cartizen Products were developed fully at private expense. All other use is prohibited.
Effective starting: December 1, 2018
What this policy covers
"Cartizen", "we", and "us" refers to Cartizen LLC, Autoboard LLC, Portantli LLC, and any of our Corporate Affiliates as may be updated from time to time. We offer a wide range of products, and we refer to all of these products, together with our other services and websites as "Services" in this policy.
This policy also explains your choices about how we use information about you. Your choices include how you can object to certain uses of information about you and how you can access and update certain information about you.
If you do not agree with this policy, do not access or use our Services or interact with any other aspect of our business.
Where we provide the Services under contract with an organization (for example, your employer) that organization controls the information processed by the Services. For more information, please see Notice to End Users below. This policy is intended to help you understand how we collect, use, and share information about you:
What information we collect about you
How we use information we collect
How we share information we collect
How we store and secure information we collect
How to access and control your information
How we transfer information we collect internationally
Other important privacy information
What information we collect about you
We collect information about you when you provide it to us, when you use our Services, and when other sources provide it to us, as further described below.
Information you provide to us
We collect information about you when you input it into the Services or otherwise provide it directly to us.
Account and Profile Information:
We collect information about you when you register for an account, create or modify your profile, set preferences, sign-up for or make purchases through the Services. For example, you provide your contact information and, in some cases, billing information when you register for the Services. You also have the option of adding a display name, profile photo, job title, and other details to your profile information to be displayed in our Services. We keep track of your preferences when you select settings within the Services.
Content you provide through our products:
The Services include the Cartizen products you use, where we collect and store content that you post, send, receive and share. This content includes any information about you or your related entities that you (or your related entities) may choose to include. Examples of content we collect and store include: your personal identifying information, your related business entities information, messages between or among you and other users of our Services either initiated or received within the Services, and feedback you provide to us. Content also includes the files and links you upload to the Services.
Content you provide through our websites:
The Services also include our websites owned or operated by us. We collect other content that you submit to these websites, which include social media or social networking websites operated by us. For example, you provide content to us when you provide feedback or when you participate in any interactive features, surveys, contests, promotions, sweepstakes, activities or events.
Information you provide through our support channels:
The Services also include our customer support, where you may choose to submit information regarding a problem you are experiencing with a Service. Whether you designate yourself as a technical contact, open a support ticket, speak to one of our representatives directly or otherwise engage with our support team, you may be asked to provide contact information, a summary of the problem you are experiencing, and any other documentation, screenshots or information that would be helpful in resolving the issue.
We collect certain payment and billing information when you register for certain paid Services. For example, we ask you to designate a billing representative, including name and contact information, upon registration. You might also provide payment information, such as bank account and payment card details, which we collect via secure payment processing services.
Information we collect automatically when you use the Services
We collect information about you when you use our Services, including browsing our websites and taking certain actions within the Services.
Your use of the Services:
We keep track of certain information about you when you visit and interact with any of our Services. This information includes the features you use; the links you click on; the type, size and filenames of attachments you upload to the Services; frequently used search terms; and how you interact with others on the Services. We also collect information about the teams and people you work with and how you work with them, like who you collaborate with and communicate with most frequently.
Device and Connection Information:
We collect information about your computer, phone, tablet, or other devices you use to access the Services. This device information includes your connection type and settings when you install, access, update, or use our Services. We also collect information through your device about your operating system, browser type, IP address, URLs of referring/exit pages, device identifiers, and crash data. We use your IP address and/or country preference in order to approximate your location to provide you with a better Service experience. How much of this information we collect depends on the type and settings of the device you use to access the Services.
Cookies and Other Tracking Technologies:
Information we receive from other sources
We receive information about you from other Service users, from third-party services, from our related companies, and/or from our business and channel partners.
Other users of the Services:
Other users of our Services may provide information about you when they submit content through the Services. For example, you may be mentioned in a during an application process started by someone else. We also receive your email address from other Service users when they provide it in order to invite you to the Services. Similarly, an administrator may provide your contact information when they designate you as the billing or technical contact on your company's account.
Other services you link to your account:
We receive information about you from companies that are owned or operated by Cartizen, in accordance with their terms and policies, unless such companies utilize these Cartizen terms and policies.
We may work with a network of partners who provide consulting, implementation, training, and other services around our products. Some of these partners also help us to market and promote our products, generate leads for us, and resell our products. We receive information from these partners, such as billing information, billing and technical contact information, company name, what Cartizen products you have purchased or may be interested in, evaluation information you have provided, what events you have attended, and what country you are in.
We may receive information about you and your activities on and off the Services from third-party partners, such as advertising and market research partners, who provide us with information about your interest in and engagement with our Services and online advertisements.
How we use information we collect
How we use the information we collect depends in part on which Services you use, how you use them, and any preferences you have communicated to us. Below are the specific purposes for which we use the information we collect about you.
To provide the Services and personalize your experience:
We use information about you to provide the Services to you, including to process transactions with you, authenticate you when you log in, provide customer support, and operate and maintain the Services. For example, we use the name and picture you provide in your account to identify you to other Service users. Our Services also include tailored features that personalize your experience, enhance your productivity, and improve your ability to collaborate effectively with others by automatically analyzing the activities of your team to provide search results, activity feeds, notifications, connections and recommendations that are most relevant for you and your team. For example, we may use your stated job title and activity to return search results we think are relevant to your job function. We may use your email domain to infer your affiliation with a particular organization or industry to personalize the content and experience you receive on our websites. Where you use multiple Services, we may combine information about you and your activities to provide an integrated experience, such as to allow you to find information from one Service while searching from another or to present relevant product information as you travel across our websites.
For research and development:
We use learnings about how people use our Services and feedback provided directly to us to troubleshoot and to identify trends, usage, activity patterns and areas for integration and improvement of the Services. We may analyze and aggregate frequently-used search terms to improve the accuracy and relevance of suggested topics that auto-populate when you use the search feature. In some cases, we apply these learnings across our Services to improve and develop similar features or to better integrate the services you use. We may also test and analyze certain new features with some users before rolling the feature out to all users.
To communicate with you about the Services:
We use your contact information to send transactional communications via email and within the Services, including confirming your purchases, notifying you of recent activity, reminding you of subscription expirations, responding to your comments, questions and requests, providing customer support, and sending you technical notices, updates, security alerts, and administrative messages. We send you email notifications when you or others interact with you on the Services, for example, when you are mentioned on a page, deal, or ticket, or when a task if assigned to you. We also provide tailored communications based on your activity and interactions with us. We also send you communications as you onboard to a particular Service to help you become more proficient in using that Service. These communications are part of the Services and, in most cases, you cannot opt-out of them. If an opt-out is available, you will find that option within the communication itself or in your account settings.
To market, promote and drive engagement with the Services:
We use your contact information and information about how you use the Services to send promotional communications that may be of specific interest to you, including by email and by displaying Cartizen or other Services ads on other companies' websites and applications, as well as on platforms like Facebook and Google. These communications are aimed at driving engagement and maximizing what you get out of the Services, including information about new features, survey requests, newsletters, and events we think may be of interest to you. We also communicate with you about new product offers, promotions and contests. You can control whether you receive these communications as described below under "Opt-out of communications."
We use your information to resolve technical issues you encounter, to respond to your requests for assistance, to analyze crash information, and to repair and improve the Services.
For safety and security:
We use information about you and your Service use to verify accounts and activity, to monitor suspicious or fraudulent activity and to identify violations of Service policies.
To protect our legitimate business interests and legal rights:
Where required by law or where we believe it is necessary to protect our legal rights, interests and the interests of others, we use information about you in connection with legal claims, compliance, regulatory, and audit functions, and disclosures in connection with the acquisition, merger or sale of a business.
With your consent:
We use information about you where you have given us consent to do so for a specific purpose not listed above. For example, we may publish testimonials or featured customer stories to promote the Services, with your permission.
Legal bases for processing (for EEA users):
If you are an individual in the European Economic Area (EEA), we collect and process information about you only where we have legal bases for doing so under applicable EU laws. The legal bases depend on the Services you use and how you use them. This means we collect and use your information only where: We need it to provide you the Services, including to operate the Services, provide customer support and personalized features and to protect the safety and security of the Services; It satisfies a legitimate interest (which is not overridden by your data protection interests), such as for research and development, to market and promote the Services and to protect our legal rights and interests; You give us consent to do so for a specific purpose; or We need to process your data to comply with a legal obligation. If you have consented to our use of information about you for a specific purpose, you have the right to change your mind at any time, but this will not affect any processing that has already taken place. Where we are using your information because we or a third party (e.g. your employer) have a legitimate interest to do so, you have the right to object to that use though, in some cases, this may mean no longer using the Services.
How we share information we collect
We share information we collect about you in the ways discussed below, including in connection with possible business transfers.
Sharing with other Service users
When you use the Services, we share certain information about you with other Service users.
You can create content, which may contain information about you, and grant permission to others to see, share, edit, copy and download that content based on settings you or your administrator (if applicable) select. Some of the collaboration features of the Services display some or all of your profile information to other Service users when you share or interact with specific content. For example, when you comment on an application related to another entity, we display your profile picture and name next to your comments so that other users with access to the page, entity, or issue understand who made the comment. Similarly, when you create applications on behalf of an entity, your name is displayed as the author or contact, and Service users with permission to view the page can view your name and contact information as well.
Managed accounts and administrators:
If you register or access the Services using an email address with a domain that is owned by your employer or organization, and such organization wishes to establish an account or site, certain information about you including your name, profile picture, contact info, content and past use of your account may become accessible to that organization’s administrator and other equivalent Service users sharing the same domain. If you are an administrator or equivalent for a particular site or group of users within the Services, we may share your contact information with current or past Service users, for the purpose of facilitating Service-related requests.
Our websites may offer publicly accessible blogs, forums, issue trackers, and wikis. You should be aware that any information you provide on these websites - including profile information associated with the account you use to post the information - may be read, collected, and used by any member of the public who accesses these websites. Your posts and certain profile information may remain even after you terminate your account. We urge you to consider the sensitivity of any information you input into these Services. To request removal of your information from publicly accessible websites operated by us, please contact us as provided below. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to and why.
Sharing with third parties
We share information with third parties that help us operate, provide, improve, integrate, customize, support and market our Services.
We work with third-party service providers to provide website and application development, hosting, maintenance, backup, storage, virtual infrastructure, payment processing, analysis and other services for us, which may require them to access or use information about you. If a service provider needs to access information about you to perform services on our behalf, they do so under close instruction from us, including policies and procedures designed to protect your information.
We may work with third parties who provide consulting, sales, and technical services to deliver and implement customer solutions around the Services. We may share your information with these third parties in connection with their services, such as to assist with billing and collections, to provide localized support, and to provide customizations. We may also share information with these third parties where you have agreed to that sharing.
Third Party Apps:
Links to Third Party Sites:
Social Media Widgets:
The Services may include links that direct you to other websites or services whose privacy practices may differ from ours. Your use of and any information you submit to any of those third-party sites is governed by their privacy policies, not this one.
With your consent:
We share information about you with third parties when you give us consent to do so. For example, we may display personal testimonials of satisfied customers on our public websites. With your consent, we may post your name alongside the testimonial.
Compliance with Enforcement Requests and Applicable Laws; Enforcement of Our Rights:
In exceptional circumstances, we may share information about you with a third party if we believe that sharing is reasonably necessary to (a) comply with any applicable law, regulation, legal process or governmental request, including to meet national security requirements, (b) enforce our agreements, policies and terms of service, (c) protect the security or integrity of our products and services, (d) protect Cartizen, our customers or the public from harm or illegal activities, or (e) respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person. For more information on how we respond to government requests, see our Guidelines for Law Enforcement.
Sharing with affiliated companies
We share information we have about you with other Cartizen corporate affiliates in order to operate and improve products and services and to offer other Cartizen affiliated services to you.
How we store and secure information we collect
Information storage and security
We use industry standard technical and organizational measures to secure the information we store. For more information on where and how we store your information, please see our Trust page. While we implement safeguards designed to protect your information, no security system is impenetrable and due to the inherent nature of the Internet, we cannot guarantee that data, during transmission through the Internet or while stored on our systems or otherwise in our care, is absolutely safe from intrusion by others.
How long we keep information
How long we keep information we collect about you depends on the type of information, as described in further detail below. After such time, we will either delete or anonymize your information or, if this is not possible (for example, because the information has been stored in backup archives), then we will securely store your information and isolate it from any further use until deletion is possible.
We retain your account information for as long as your account is active and a reasonable period thereafter in case you decide to re-activate the Services. We also retain some of your information as necessary to comply with our legal obligations, to resolve disputes, to enforce our agreements, to support business operations, and to continue to develop and improve our Services.
Information you share on the Services:
If your account is deactivated or disabled, some of your information and the content you have provided will remain in order to allow your team members or other users to make full use of the Services. For example, we continue to display messages you sent to the users that received them and continue to display content you provided.
If the Services are made available to you through an organization (e.g., your employer), we retain your information as long as required by the administrator of your account. For more information, see "Managed accounts and administrators" above.
If you have elected to receive marketing emails from us, we retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in our Services, such as when you last opened an email from us or ceased using your Cartizen account. We retain information derived from cookies and other tracking technologies for a reasonable period of time from the date such information was created.
How to access and control your information
You have certain choices available to you when it comes to your information. Below is a summary of those choices, how to exercise them and any limitations.
You have the right to request a copy of your information, to object to our use of your information (including for marketing purposes), to request the deletion or restriction of your information, or to request your information in a structured, electronic format.
Below, we describe the tools and processes for making these requests. You can exercise some of the choices by logging into the Services and using settings available within the Services or your account. Where the Services are administered for you by an administrator (see "Notice to End Users" below), you may need to contact your administrator to assist with your requests first. For all other requests, you may contact us as provided in the Contact Us section below to request assistance. Your request and choices may be limited in certain cases: for example, if fulfilling your request would reveal information about another person, or if you ask to delete information which we or your administrator are permitted by law or have compelling legitimate interests to keep. Where you have asked us to share data with third parties, for example, by installing third-party apps, you will need to contact those third-party service providers directly to have your information deleted or otherwise restricted. If you have unresolved concerns, you may have the right to complain to a data protection authority in the country where you live, where you work or where you feel your rights were infringed.
Access and update your information:
Our Services give you the ability to access and update certain information about you from within the Service. For example, you can access your profile information from your account and search for content containing information about you using key word searches in the Service. You can update your profile information within your profile settings and modify content that contains information about you using the editing tools associated with that content.
Deactivate your account:
If you no longer wish to use our Services, you or your administrator may be able to deactivate your Services account. If you can deactivate your own account, that setting is available to you in your account settings. Otherwise, please contact your administrator. If you are an administrator and are unable to deactivate an account through your administrator settings, please contact Cartizen support. Please be aware that deactivating your account does not delete your information; your information remains visible to other Service users based on your past participation within the Services. For more information on how to delete your information, see below.
Delete your information:
Our Services give you the ability to delete certain information about you from within the Service. For example, you can remove content that contains information about you using the key word search and editing tools associated with that content, and you can remove certain profile information within your profile settings. Please note, however, that we may need to retain certain information for record keeping purposes, to complete transactions or to comply with our legal obligations.
Request that we stop using your information:
In some cases, you may ask us to stop accessing, storing, using and otherwise processing your information where you believe we don't have the appropriate rights to do so. For example, if you believe a Services account was created for you without your permission or you are no longer an active user, you can request that we delete your account as provided in this policy. Where you gave us consent to use your information for a limited purpose, you can contact us to withdraw that consent, but this will not affect any processing that has already taken place at the time. You can also opt-out of our use of your information for marketing purposes by contacting us, as provided below. When you make such requests, we may need time to investigate and facilitate your request. If there is delay or dispute as to whether we have the right to continue using your information, we will restrict any further use of your information until the request is honored or the dispute is resolved, provided your administrator does not object (where applicable). If you object to information about you being shared with a third-party app, please disable the app or contact your administrator todo so.
Opt-out of communications:
You may opt-out of receiving promotional communications from us by using the unsubscribe link within each email or by contacting us as provided below to have your contact information removed from our promotional email list or registration database. Even after you opt-out from receiving promotional messages from us, you will continue to receive transactional messages from us regarding our Services. Depending upon the Service or Product, you can opt-out of some notification messages in your account settings. You may be able to opt-out of receiving personalized advertisements from other companies who are members of the Network Advertising Initiative or who subscribe to the Digital Advertising Alliance's Self-Regulatory Principles for Online Behavioral Advertising. For more information about this practice and to understand your options, please visit: http://www.aboutads.info, http://optout.networkadvertising.org/ and
Turn off Cookie Controls:
Relevant browser-based cookie controls are described in our Cookies & Tracking Notice.
Send "Do Not Track" Signals:
Some browsers have incorporated "Do Not Track" (DNT) features that can send a signal to the websites you visit indicating you do not wish to be tracked. Because there is not yet a common understanding of how to interpret the DNT signal, our Services do not currently respond to browser DNT signals. You can use the range of other tools we provide to control data collection and use, including the ability to opt out of receiving marketing from us as described above.
Data portability is the ability to obtain some of your information in a format you can move from one service provider to another (for instance, when you transfer your mobile phone number to another carrier). Depending on the context, this applies to some of your information, but not to all of your information. Should you request it, we will provide you with an electronic file of your basic account information and the information you create on the spaces you under your sole control.
Other important privacy information
Notice to End Users
Many of our products are intended for use by organizations. Where the Services are made available to you through an organization (e.g. your employer), that organization is the administrator of the Services and is responsible for the accounts and/or Service sites over which it has control. If this is the case, please direct your data privacy questions to your administrator, as your use of the Services is subject to that organization's policies. We are not responsible for the privacy or security practices of an administrator's organization, which may be different than this policy.
Administrators are able to: require you to reset your account password; restrict, suspend, or terminate your access to the Services; access information in and about your account; access or retain information stored as part of your account; install or uninstall third-party apps or other integrations. In some cases, administrators can also: restrict, suspend, or terminate your account access; change the email address associated with your account; change your information, including profile information; restrict your ability to edit, restrict, modify or delete information. Even if the Services are not currently administered to you by an organization, if you use an email address provided by an organization (such as your work email address) to access the Services, then the owner of the domain associated with your email address (e.g. your employer) may assert administrative control over your account and use of the Services at a later date. You will be notified if this happens. Please contact your organization or refer to your administrator’s organizational policies for more information.
Our policy towards children
The Services are not directed to individuals under 16. We do not knowingly collect personal information from persons under 16. If we become aware that a person under 16 has provided us with personal information, we will take steps to delete such information. If you become aware that a child has provided us with personal information, please contact our support services.
Your information is controlled by Cartizen LLC. If you have questions or concerns about how your information is handled, please direct your inquiry to Cartizen LLC, Attn: Privacy, or firstname.lastname@example.org, which we have appointed to be responsible for facilitating such inquiries.
Cartizen User Notice
Effective starting: December 1, 2018
Cartizen Acceptable Use Policy
Effective starting: December 1, 2018
This Acceptable Use Policy describes what we mean by "misuse" or "abuse", helps us identify such transgressions, and react accordingly.
Under this policy, we reserve the right to remove content that is inconsistent with the spirit of the guidelines, even if such content is not forbidden by the letter of the policy. In other words, if you do something that isn’t listed here verbatim, but it looks or smells like something listed here, we may still remove it.
The term "Services" refers to all websites owned or operated by Cartizen or its Corporate Affiliates (such as Cartizen.co, Cartizen.io, Autoboard.io, Portant.li, and any related websites, sub-domains and pages) as well as any hosted Services operated by Cartizen or its Corporate Affiliates (such as Autoboard, Portantli, and other Cartizen Product offerings).
The term "content" means: (1) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that you post, upload, share, submit, or otherwise provide in any manner to the Services and (2) any other materials, content, or data you provide to Cartizen or use with the Services.
The following are NOT acceptable:
Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our Services without our express permission; Tampering with, reverse-engineering, or hacking our Services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the Services, related systems, networks, or data; Modifying, disabling, or compromising the integrity or performance of the Services or related systems, network, or data; Deciphering any transmissions to or from the servers running the Services; Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as: Using "robots," "spiders," "offline readers," or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser; Going far beyond the use parameters for any given Service as described in its corresponding documentation; Consuming an unreasonable amount of storage for music, videos, pornography, etc., in a way that’s unrelated to the purposes for which the Services were designed.
Misrepresentation of yourself, or disguising the origin of any content (including by "spoofing", "phishing", manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Cartizen or any third party); Using the Services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our Services; Using our Services to stalk, harass, or post direct, specific threats of violence against others; Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws); Accessing or searching any part of the Services by any means other than our publicly supported interfaces (for example, "scraping"); Using meta tags or any other "hidden text" including Cartizen’s or our suppliers’ or partners’ product names or trademarks.
Using the Services to generate or send unsolicited communications, advertising, chain letters, or spam; Soliciting our users for commercial purposes, unless expressly permitted by Cartizen; Disparaging Cartizen or our partners, vendors, or affiliates; Promoting or advertising products or Services other than your own without appropriate authorization.
Posting, uploading, sharing, submitting, or otherwise providing content that: Infringes Cartizen’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right; You don’t have the right to submit; Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful; Encourages illegal or tortious conduct or that is otherwise inappropriate; Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition; Contains viruses, bots, worms, scripting exploits, or other similar materials; Is intended to be inflammatory; Could otherwise cause damage to Cartizen or any third party.
Without affecting any other remedies available to us, Cartizen may permanently or temporarily terminate or suspend a user’s account or access to the Services without notice or liability if Cartizen (in its sole discretion) determines that a user has violated this Acceptable Use Policy.
Third Party Code in Cartizen Products
Effective starting: December 1, 2018
This is a supplement to the Cartizen Customer Terms of Service and Cartizen Developer Terms of Service (each, the “Agreement”) and is included in the Agreement. Any capitalized terms used but not defined below have the meanings in the Agreement. The Products or Services (collectively, “Products”) contain code and libraries that we license from third parties. Some of these licenses require us to flow certain terms down to you.
1. Open Source Software in the Products.
The Products include components subject to the terms and conditions of "open source" software licenses. To the extent applicable, we will identify open source software included in a Product in or through the Product itself. Some of these licenses require us to provide the open source software to you on the terms of the open source license instead of the terms of the Agreement. In that case, the terms of the open source license will apply, and you will have the rights granted in such licenses to the open source software itself, such as access to source code, right to make modifications, and right to reverse engineer. Notwithstanding the foregoing, if you are using the Products in the form provided to you, in accordance with your permitted scope of use, with no distribution of software to third parties, then none of these open source licenses impose any obligations on you beyond what is stated in the Agreement.
2. Combining the Products with Open Source Software.
A requirement of some open source licenses, sometimes known as “copyleft licenses," is that any modifications to the open source software, or combinations of the open source software with other software (such as by linking), must be made available in source code form under the terms of the copyleft license. Examples of copyleft licenses include the GPL or LGPL, Affero, CPL, CDDL, Eclipse, or Mozilla licenses. To the extent you are separately authorized by Cartizen to combine and distribute Products with any other code, you must make sure that your use does not: (i) impose, or give the appearance of imposing, any condition or obligation on us with respect to our Products (including, without limitation, any obligation to distribute our Products under an open source license); or (ii) grant, or appear to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in our Products. To be clear, you may not combine or otherwise modify our Products unless we expressly give you the right to do so under the Agreement.
3. Commercial Third Party Code in the Products.
3.1 The Products also include components that we license commercially from third parties ("Commercial Components"). For the avoidance of doubt, all of the restrictions for the Products in the Agreement also apply to Commercial Components. Commercial Components are also subject to some additional requirements as set forth below.
3.2 You may use Commercial Components only in conjunction with, as part of, and through the Products as provided by Cartizen. You may not install, access, configure or use any Commercial Components (including any APIs, tools, databases or other aspects of any Commercial Components) separately or independently of the rest of the Product, whether for production, technical support, or any other purposes, or otherwise attempt to gain direct access to any portions of the Commercial Components, or permit anyone else (including your customers) to do any of these things.
3.3 Some Commercial Components may include source code that is provided as part of its standard shipment. Commercial Component source code will be governed by the terms for Commercial Components in this supplement and not the provisions in Section 3.5 ("Your Modifications") of the Software License Agreement. Accordingly, notwithstanding any other terms of the Agreement, you may not modify any Commercial Components. You will be financially responsible to the applicable third party licensor ("Commercial Component Licensor") for all damages and losses resulting from your or your Authorized User’s breach of this Section. You may not "benchmark" or otherwise analyze performance information for individual Commercial Component elements.
3.4 You understand that the applicable Commercial Component Licensor retains all ownership and intellectual property rights to the Commercial Component. Commercial Component Licensors (and any other third party licensors of any components of the Products) are intended third party beneficiaries of the Agreement with respect to the items they license and may enforce the Agreement directly against you. However, to be clear, Commercial Component Licensors do not assume any of Cartizen's obligations under the Agreement. To the maximum extent permitted by applicable law, no Commercial Component Licensor(s) will be liable to you for any damages whatsoever.
Cartizen Guidelines for Law Enforcement Requests
Updated policy effective as of December 1, 2018
Cartizen respects the rules and laws of the jurisdiction in which it operates, as well as the privacy and rights of its customers. Accordingly, Cartizen provides Customer Information in response to law enforcement requests only when we reasonably believe that we are legally required to do so.
To protect our customers’ rights, we carefully review requests to ensure that they comply with the law. To obtain Customer Information from Cartizen, law enforcement officials must provide legal process appropriate for the type of information sought, such as a subpoena, court order, or a warrant. For example, Cartizen will not provide non-public customer content unless served with a valid search warrant, issued on a showing of probable cause by a federal or state court authorized to issue search warrants, which requires Cartizen to disclose the content. Please review these guidelines before submitting a law enforcement request to Cartizen.
These guidelines are intended to serve as an informational resource and do not create obligations or waive any objections concerning how Cartizen will respond in any particular case or request. Cartizen reserves the right to seek reimbursement for the costs associated with responding to law enforcement data requests, where appropriate.
User Notice Policy
Cartizen’s policy is to notify customers of requests for their information and provide them with an opportunity to object to the disclosure 7-10 days prior to production, unless such notification is prohibited by law. Cartizen may shorten the notice period in its discretion, but generally only does so in emergency situations. Law enforcement officials who believe that notification would jeopardize an investigation should obtain an appropriate court order or other process that specifically prohibits customer notification, such as an order issued under 18U.S.C. § 2705(b).
Serving a Valid Law Enforcement Request & Contact Information
Email Address for Law Enforcement Questions and to Send Legal Process:
Mailing Address for Law Enforcement Requests:
2929 Canton Street
Dallas, TX 75226
While we agree to accept service of law enforcement requests by these methods, neither Cartizen nor our customers waive any legal rights based on this accommodation.
Each request must include contact information for the authorized law enforcement agency official submitting the request, including:
Requesting agency name
Requesting agent name and badge/identification number
Requesting agent employer-issued email address
Requesting agent phone contact, including any extension
Requesting agent mailing address (P.O. Box will not be accepted)
Requested response date (see details below for emergency requests)
Please note that requests seeking testimony must be personally served on our registered agent for service of process. We do not accept such requests in person or via email.
Available Cartizen Customer Information
Cartizen offers a variety of software tools on its platform that contain Customer Information. In addition, Cartizen maintains certain Customer Information in internal systems as a matter of regular business processes. Cartizen will review and respond to requests for Customer Information pursuant to a valid, enforceable government request, court order and/or warrant, depending on the type of information requested.
The categories of Customer Information that may be available for law enforcement requests seeking basic customer account information, include, for example: email address, name, phone number, address, billing contact information (in connection with paid accounts), logins, dates of account creation and access, referral URLs, and/or messaging. Additional information regarding IP addresses, transactional records, and other customer records may be available.
The categories of Customer Information that may be available to law enforcement requestors depends on which Cartizen product or service is used by the customer about whom law enforcement seeks information. We encourage law enforcement officials making a request for Cartizen Customer Information to review our product descriptions before preparing legal process and submitting your request, order, or warrant.
Law Enforcement Preservation Requests
Cartizen will preserve Customer Information for 90 days upon receipt of a valid law enforcement request. Cartizen will preserve information for an additional 90-day period upon receipt of a valid request to extend the preservation. If Cartizen does not receive formal legal process for the preserved information before the end of the preservation period, the preserved information may be deleted when the preservation period expires.
Preservation requests must be sent on official law enforcement letterhead, signed by a law enforcement official, and must include:
The relevant account information identified below for the customer whose information is requested to be preserved;
A valid return email address; and
A statement that steps are being taken to obtain a court order or other legal process for the data sought to be preserved.
Preservation requests may be sent to the contact information (mailing address or email account)provided, above.
How to Request Cartizen Customer Information
When requesting Customer Information, law enforcement requestors should provide as much of the following information as is available. Providing the following identifying information will facilitate Cartizen’s ability to respond in an effective and timely manner:
Basic Customer Account Information:
First Name, Last Name, email address, phone number(s), Cartizen Product(s) utilized
International Law Enforcement Requests
U.S. law authorizes Cartizen to respond to requests for Customer Information from foreign law enforcement agencies that are issued via a U.S. court either by way of a Mutual Legal Assistance Treaty (MLAT) request or letter rogatory. It is our policy to respond to such U.S. court-ordered requests when properly served. Cartizen will evaluate emergency requests from foreign law enforcement on a case-by-case basis, consistent with U.S. law and the laws of other countries, if applicable. Emergency requests may be submitted directly to Cartizen via the procedure described below.
Cartizen evaluates emergency requests on a case-by-case basis. If you provide information that gives us a good faith belief that there is an emergency involving imminent danger of death or serious physical injury to any person, we may provide information necessary to prevent that harm if we are in a position to do so, consistent with applicable law. The above notwithstanding, Cartizen makes no representations, guarantees, or warrants that it will respond to such emergency requests in adequate time to prevent or avoid such outcomes, and no liability shall be prosecuted against Cartizen in any such emergency requests.
Emergency requests may be submitted via email to email@example.com with the subject line: “Emergency Disclosure Request.”