TERMS OF SERVICE / END-USER LICENSE AGREEMENT
Last updated May 18, 2020
This End User License Agreement (“Terms” or “EULA”) is a binding agreement between you, and SpeedGauge Inc. (“Speedgauge,” “we,” “us,” “our””). PLEASE READ THIS EULA CAREFULLY. By selecting, “I agree,” by logging in to the SpeedGauge Portals, and/or by accessing or using the SpeedGauge Safety Center and the SpeedGauge Risk Management Portal (SpeedGauge “Portals” or “Services”) you agree that you have read, understood and are bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.
If you are agreeing to this EULA on behalf of a company, you represent that you have the authority to bind that company or organization to this EULA, and the terms, “you” and “your” refer to that company or organization.
If you are a company whose agent, employee, or other third-party registered you to use the SpeedGauge Services, then by using the Services, you represent that you authorized the agent, employee, or other third-party to register you to use the Services, and you are bound to this EULA.
WHO WE ARE AND WHAT WE DO.
The SpeedGauge Safety Center is a driver safety program aimed at improving company safety culture on the road and reducing driving risks. The SpeedGauge Risk Management Portal is a service for business owners and their risk management partners to make sure both have an accurate view of fleet vehicle risk.
By using the SpeedGauge Services, you will be better able to understand risk associated with the choices your driver’s make and how to reduce risk through the SpeedGauge Safety Score.
- You will be able to control sharing of Vehicle Data (defined below) with SpeedGauge.
- You will be able to control sharing of Vehicle Data with the named third parties.
VEHICLE DATA: LOCATION DATA AND DRIVING HISTORY
To receive the Services, you allow us to gather vehicle data (the “Vehicle Data”). Vehicle Data includes:
- Data we gather from you, including the VIN (vehicle identification number), driver names and identifiers made available by your TSP.
- Data collected from your vehicle by your TSP, including any driving data, such as speed, events, or other data indicating how the vehicle is driven or maintained; location data, such as vehicle location, speed, routes traveled, etc. or any other data as your TSP provides to you, including driver names, as entered by you or retrieved from your TSP.
- Data collected from third parties, including traffic flow, patterns, weather, incidents, risk zones, road congestion and other environmental road data based on your location data, and summaries or computed results of such collected, or third party, data.
SHARING VEHICLE DATA WITH SPEEDGAUGE
To receive an assessment of your fleet’s exposure to risk and to improve current scoring algorithms with anonymized data,1 you must share your Vehicle Data with SpeedGauge.
You consent and authorize SpeedGauge to access data from your telematics service provider (TSP) and use your Vehicle Data to create driver and vehicle risk scores, such as the SpeedGauge Safety Score, alerts, risk reports and to provide such scores and reports to you directly and/or your designated third party.
You consent to SpeedGauge using Vehicle Data on an aggregated and/or anonymous basis, including location data and your scores, for analytical and research purposes, and to improve SpeedGauge services.
You may revoke this consent at any time. Your revocation of your consent does not affect the data you shared, or any data processed prior to the date of your revocation. If you revoke your consent, you may no longer receive the Services.
GRANTING ACCOUNT ACCESS TO YOUR INSURANCE AGENT
As a part of the Services, you have the ability to grant your insurance agent access to your account. By doing so, you understand that you are granting your agent the ability view your Vehicle Data, the name of your TSP, and our reports to you, and further, if your agent affiliates an insurance policy with your account, your insurance company will have access to a list of the VINs on your account and name of your TSP). You are in control of who has access to your account and may rescind access to your insurance agent at any time. This is your only remedy if you do not want this information shared.
SHARING YOUR CONTACT INFORMATION WITH SPEEDGAUGE
To receive the Services, you may be required to share with us your business contact information, including your name, business name, business classification code, address, email, telephone number, and number of vehicles/drivers in your fleet. You agree to update and maintain your contact information within the SpeedGauge Portals.
PROTECTING INFORMATION GATHERED
Your Vehicle Data is your confidential information, and SpeedGauge maintains safeguards to protect your Vehicle Data. SpeedGauge retains the information collected for as long as required or permitted by law or regulation. See our https://www.speedgauge.net/privacy.
ANONYMIZED AND AGGREGATED DATA
Aggregated and anonymized data (“Anonymized Data”) means data that (i) has been aggregated with other data, and (ii) does not contain information that identifies you (“Personally Identifiable Information” or “PII”). For clarity, aggregated and anonymized data is not your confidential information. You expressly grant us the right to generate Anonymized Data and that Anonymized Data is our property, which SpeedGauge may use for any business purpose, at any time. SpeedGauge will only disclose Anonymized Data externally in a de-identified (anonymous) form that does not identify you or your drivers, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs).
Except to the extent you permit in this Agreement as it relates to aggregate data, without your explicit consent or except to the extent required by applicable law, we will not disclose Vehicle Data to any third party, or (iii) use the Vehicle for any purpose other than providing the SpeedGauge Safety Center functionality to you.
YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS
You are responsible for, and represent and warrant you will:
- Comply with the privacy laws in your jurisdiction, including any legal requirements to provide your employees, or others authorized to use your vehicles, with notice and that you are able to access and review Vehicle Data of any vehicle they are driving;
- Obtain all required consents from your employees, related parties and contractors who are driving vehicles owned or operated by you to provide SpeedGauge with Vehicle Data; and
- Protect and secure all usernames and passwords from unauthorized use.
Upon our request, you shall provide us with any documentary proof required to demonstrate your compliance to these requirements and any applicable privacy laws. You understand that SpeedGauge, your TSP, and any Insurer, shall not be responsible to you, any vehicle operator, employee, agent, or other third-party for your providing SpeedGauge with access to, or use of Vehicle Data.
You will indemnify and hold SpeedGauge, TSP and any party with whom you permit us to share data harmless from and against all claims, losses, costs, damages, and liabilities arising out of, or in any way connected to SpeedGauge’s access and use of Vehicle Data.
You have a non-exclusive license to use the SpeedGauge Services and reports. Your use of the SpeedGauge Safety Center services, Services and reports is solely to aid you in better understanding your fleet driven risk exposure and driver driving behavior, and not for any other purpose. You acknowledge the service is advisory in nature and not intended to replace traditional safety practices or driver training programs.
WARRANTIES AND LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT THE SOFTWARE AND SERVICES OF THE SPEEDGAUGE PORTALS MAY NOT BE FREE FROM DEFECTS AND MAY NOT SATISFY ALL OF YOUR NEEDS. THE SOFTWARE, THE SPEEDGAUGE SAFETY SCORE, THE FAIR SCORE, AND SPEEDGAUGE PORTAL SERVICES ARE LICENSED “AS IS” AND SPEEDGAUGE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, SPEEDGAUGE DOES NOT WARRANT RESULTS OF USE OF THE SPEEDGAUGE SAFETY SCORE, THE FAIR SCORE, OR THAT THE SOFTWARE IS ERROR-FREE OR THAT ITS USE WILL BE UNINTERRUPTED. THE FOREGOING DISCLAIMERS ALSO APPLY WITH RESPECT TO YOUR TSP, AND AUTHORIZED SPEEDGAUGE RESELLERS AND DISTRIBUTORS.
In no event will SpeedGauge (including, without limitation, its owners, officers, directors, employees, contractors, and agents) be liable for direct, indirect, incidental or consequential damage or damages resulting from loss of use, or loss of anticipated profits resulting from any alleged defect in the Software, SpeedGauge Safety Score, FAIR Score or Services contemplated hereunder, even if SpeedGauge has been advised of the possibility of such damage, and in no event shall the aggregate liability of SpeedGauge (including, without limitation, its owners, officers, directors, employees, contractors, and agents), or your TSP, to you, arising out of or related to this Agreement shall not exceed one hundred ($100.00) dollars.
This Agreement is governed under the laws of the State of California, and inures to the benefit of SpeedGauge, its successors or its assignees.
Any dispute or claim relating in any way to your use of the Services or this EULA will be resolved by binding arbitration, rather than in court. The venue for arbitration will be in San Francisco, CA, under the then-current commercial rules of the American Arbitration Association (“AAA”), and judgment upon the award entered by the arbitrator may be entered in any Court having jurisdiction. Costs of arbitration, including reasonable attorney’s fees in arbitration, as determined by the arbitrator, with reasonable attorney’s fees incurred by prevailing Party in Court enforcement of the arbitration award after it is rendered by the arbitrator, must be paid to the prevailing party by the party designated by the Arbitrator or Court. Arbitration shall be conducted in the English language and the award rendered in United States dollars.
EFFECTIVE DATE AND UPDATES
This EULA may be updated from time-to-time. The updated version will be dated as of the date first above. It is effective as of that date (the “Effective Date”). If we make material changes to this EULA, we may notify you by prominently posting a notice of changes, or by directly contacting you. Your use of the Services after the Effective Date means you have accepted the updated Terms.
INTELLECTUAL PROPERTY RIGHTS
The Services, and any content, materials, graphics, audiovisual files, processes and code, features, functionality, and products or services accessible on or through the Service (collectively, “Content”), including all upgrades, updates, corrections, and enhancements, are our copyright and other intellectual property. We reserve all rights.
All of our logos, trademarks, designs, graphics, icons, scripts and service names are our trademarks, including, “SpeedGauge,” “SpeedGauge Safety Score,” and “FAIR Score,” are trademarks of SpeedGauge, Inc. (collectively, “SpeedGauge Marks”).
Your use of the Service, Content, or the SpeedGauge Marks confers no rights to you other than as a part of the Service, as described in this EULA.
If you have questions or comments, you may contact SpeedGauge:
1385 Mission Street
San Francisco, CA 94103