FLOTILLA Terms of Use
Last Updated: February 2020
These Terms of Use represent the agreement between FLOTILLA IOT and You. By accepting these Terms of Use, You also agree
with our Privacy Policy.
1. STATEMENT OF MEANING
1.1 “Account” means the accounts the Customer generates, over the Hosted Software, to obtain Customer Data.
1.2 “Affiliates” means any other operation that, directly or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with, the Customer.
1.3 “Apps” means the software applications for smartphones and tablets handed out by FLOTILLA through Google Play or Apple
App Store.
1.4 “Authorized User” means Customer’s employees whom Customer authorizes to use the FLOTILLA Software strictly on its
behalf.
1.5 “Customer” means the establishment for which you are accepting this agreement, and Affiliates of that establishment.
1.6 “Customer Data” means data input by Customer into Apps and Hosted Software, and the analysis, reports, and alerts generated by
the Products containing such data. To avoid any doubt, Customer Data does not include any FLOTILLA Software.
1.7 “Documentation” means any documentation made accessible to the Customer through the FLOTILLA website or otherwise made
accessible to Customers by FLOTILLA.
1.8 “Hosted Software” means FLOTILLA’s web-based software platform, including the interface accessed online.
1.9 “Order Form” means the quote describing the purchase of FLOTILLA licenses issued by FLOTILLA.
1.10 “Refund” means an amount refunded to the Customer under the terms of this Agreement equal to (i) pre-paid fees for the time
remaining in an applicable license term prorated to the period between (a) the date of termination and (b) the original license
termination date specified in an Order Form. For the avoidance of doubt, a Refund may only be issued as expressly provided
hereunder.
1.11 “FLOTILLA Software” means the Apps and Hosted Software, including any modifications, patches, updates, and upgrades
thereto that FLOTILLA develops or provides in connection with this Agreement, and Support Services.
1.12 “Services” means the FLOTILLA Software and Professional Services.
1.13 “Support Services” means the customer support services and Documentation, but excluding any Professional Services.
1.14 “Professional Services” means the professional services that are provided by FLOTILLA to Customer (i) as purchased separately
by Customer under an Order Form, (ii) in FLOTILLA’s sole discretion, or (iii) as otherwise mutually agreed between the Parties.
1.15 “Terms” means the terms contained in this Agreement.
2. ELIGIBILITY
To access or use the services provided by FLOTILLA, You must be an authorized representative of a legal entity or at the age of
majority according to the relative legislation. By accepting these Business Terms, You assure that the information you provide is
accurate, complete, and always present. Inaccurate or incomplete information may result in the immediate termination of your
account via Flotilla.
3. INTELLECTUAL PROPERTY RIGHTS
Flotilla is, and shall be, the sole and exclusive owner of all titles, logos, trademarks, and copyrights displayed on the website and
mobile application or contained in the documents and other materials that are created, made, or conceived in the course of performing
the services, including all intellectual property rights therein (hereinafter – intellectual property). You shall not copy, reproduce,
store, transmit, broadcast, publish, modify, create a derivative work from, display, perform, distribute, redistribute, sell, license, rent,
lease, or otherwise use, transfer (either in printed, electronic or other form) or exploit any intellectual property, in whole or in part, for
commercial purposes or in any way that does not comply with these Terms of Use or applicable laws without prior written
permission of FLOTILLA. In addition, the look of the website and mobile application, including all page headers, custom graphics,
button icons,
and scripts is the trademark of FLOTILLA and may not be copied,
imitated, or used, in whole or in part, without the
prior written permission of FLOTILLA.
The use or misuse of FLOTILLA’s trademarks or other intellectual property, except as specifically permitted by these Terms of Use, is
prohibited. You shall promptly notify FLOTILLA if you recognize or suspect
that any of FLOTILLA’s intellectual property rights have been violated
By accepting this Agreement, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Products. If you
are accessing and using the Products on behalf of a company (such as your employer) or other legal entity which is our Customer,
you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. References to “you”
and “your” in these Terms refer to that company or other legal entity, our Customer. You may not use the Services if you are our direct
competitor, as determined in our sole discretion, except with our prior written consent.
5. CHANGES TO TERMS OR SERVICES
We may modify the Terms at any time at our sole discretion. If we do so, we will inform you either by posting the modified Terms
within the Services or through other communications with you, our Customer. You must review the Terms whenever we modify them
because if you continue to use the Services after we have posted modified Terms on the Services, you are indicating to us that you
agree to be bound by the modified Terms.
If you don’t agree to be bound by the modified Terms, then you may not continue to use the Services.
6. PRODUCT UPDATES
FLOTILLA continuously improves the Products, and may from time to time (i) update FLOTILLA Software and cause Firmware
updates to be automatically installed onto Customer Hardware,
(ii) update the Apps. FLOTILLA may change or discontinue all or any
part of the Products, at any time and without notice, at FLOTILLA’s sole discretion. Updates or upgrades may include security or bug
fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to Customer. The customer hereby consents to such automatic updates.
7. PAYMENT
The payment and billing terms are outlined in the applicable Order Form. Customer is responsible for all payments of applicable
taxes, however, designated or incurred under this Agreement, and Customer shall reimburse FLOTILLA for any taxes paid or payable
on behalf of Customer.
Service fees are charged every month unless agreed otherwise between the Parties.
Services are billed at the beginning of each month
. All payments should be cleared of any applicable taxes
and fees for bank transfers (for payments made through the regular wire bank
transfer).
All the applicable taxes (such as VAT) should be paid by you according to your local legislation.
Flotilla reserves the right to amend and change its fees from time to time with prior notice of at least 30 days before the changes come
into effect, by sending you an email. By using Flotilla third-party payment processors, you agree to their terms of service. All fees are
non-refundable, which means that there are no refunds or credits for periods where you did not use the Services or used it partially.
8. ACCOUNTS
The customer shall be solely responsible for administering and protecting Accounts. The customer agrees to provide access to the
FLOTILLA Software is only to Authorized users and requires such Authorized Users to keep Account login information, including
user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. The
customer is solely responsible for monitoring and controlling access to FLOTILLA Software and maintaining the confidentiality of
Account login information and any provided API tokens. If Customer or any Authorized User becomes aware that the security of any
Account login information has been compromised, Customer shall immediately notify FLOTILLA and de-activate such Account or
change the Account’s login information. Authorized Users may only use FLOTILLA Software strictly on behalf of Customer and
subject to the terms and conditions applicable to Customer herein. The customer is responsible and liable for any breach by an
Authorized User of his or her obligations hereunder.
9. CUSTOMER DATA
Ownership and Usage: Customer Data is accessible via the FLOTILLA Software. The customer owns all Customer Data, and
FLOTILLA will keep Customer Data confidential. Customer hereby grants to FLOTILLA a non-exclusive, transferable, sublicense-
able, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data
in connection with operating and providing the Services. FLOTILLA will maintain reasonable administrative, physical, and technical
safeguards for the protection of the security, confidentiality, and integrity of Customer Data. FLOTILLA will not share Customer
Data without Customer consent, except when the release of data is compelled by law. FLOTILLA may collect and use analytics,
statistics, or other data related to the Customer Data and Customer’s use of the FLOTILLA Software (i) to provide the FLOTILLA
Software to Customer; (ii) for statistical use (provided that such data is not personally identifiable); or (iii) to monitor, analyze,
develop upon, maintain, and improve the FLOTILLA Software. Such use shall survive the termination of this Agreement unless
legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally identifiable data.
Customers may export Customer Data at any time through the export features in the FLOTILLA dashboard or via the FLOTILLA
API. The customer acknowledges that some information may not be exportable via the FLOTILLA dashboard or the API. If this
Agreement terminates or expires and Customer does not renew, Customer Data may be immediately deleted.
10. CONFIDENTIALITY
10.1 Confidential Information: “Confidential Information” means any technical, financial, or business information disclosed by one
Party to the other Party that:
(i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or
(ii) under the circumstances, a person exercising reasonable business judgment would understand it to be confidential or proprietary.
FLOTILLA Confidential Information includes information related to any Products, including the pricing thereof, customers, and any
data or information that FLOTILLA provides to Customer in the course of providing the Products to Customer. Customer
Confidential Information includes Customer Data and any data or information that Customer provides to FLOTILLA to evaluate,
procure, or configure the Services (for example, makes and models of vehicles or equipment, address book or CRM data, vehicle
routes, or similar information). Confidential Information excludes information that: (i)is now or hereafter becomes generally known
or available to the public, through no breach of the receiving Party’s confidentiality obligations; (ii) was known, without restriction as
to use or disclosure, by the receiving Party before receiving such information from the disclosing Party; (iii) is acquired by the
receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or
(iv) is independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of
the disclosing Party.
10.2 Confidentiality Obligations: The Receiving Party agrees: (i) to maintain the disclosing Party’s Confidential Information in strict
confidence; (ii) not to disclose such Confidential Information to any third parties (except for any agents of the receiving Party in
performing under this Agreement under reasonable confidentiality obligations); and (iii) not to use any such Confidential Information
for any purpose except to perform under this Agreement or as authorized by the disclosing Party. Notwithstanding anything to the
contrary in this Agreement, the receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by
law or regulation, provided that the receiving Party uses reasonable efforts to give the disclosing Party advance notice of such
requirement and reasonably cooperates with the disclosing Party at the disclosing Party’s expense in preventing, limiting, or
protecting such disclosure.
11. PROPRIETARY RIGHTS
11.1 FLOTILLA Software: FLOTILLA and its licensors exclusively own all rights, title, and interest in and to the FLOTILLA
Software that Customer accesses or licenses, including all associated intellectual property rights. The customer acknowledges that the
FLOTILLA Software is protected by copyright, trademark, and other laws of the United Arab Emirates and foreign countries.
Customer agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices
incorporated in or accompanying the Services. Customer shall and hereby does irrevocably transfer and assign to FLOTILLA all
rights, titles, and interests it may have in the FLOTILLA Software to FLOTILLA and FLOTILLA hereby accepts such transfer. No
ownership rights are being conveyed to Customer under this Agreement. Except for the express rights granted herein, FLOTILLA
does not grant any other licenses or access rights, whether express or implied, to any other FLOTILLA software, services, technology,
or intellectual property rights.
12. PUBLICITY
Customer hereby permits FLOTILLA to use the Company name and logo on FLOTILLA’s website, customer lists, and marketing
materials to list Customer as a customer. However, FLOTILLA will not use Customer’s name, trademarks, or logos in any other way
without Customer’s prior consent.
13. TERM
The term of this Agreement begins upon the date on which you accept this Agreement by executing an Order Form that references
this Agreement and shall continue until the expiration of the last active Order Form where the license period ends or until otherwise
terminated earlier as provided hereunder.
13.1 Termination
You may terminate your use of the Services at any time by sending a notice to Flotilla at least 30 days before the date of termination.
Flotilla may unilaterally block your use of the Services including the suspension of access to your account if you fail to comply with
or violate the terms and conditions defined by the Terms of Service. In such a case, Flotilla shall send you a notice before the date of
termination. In the event of termination, you will continue to be responsible for any fees and/or charges you have incurred before the
termination.
13.2 Effect of Termination: At the Customer’s request, and subject to FLOTILLA’s data retention and backup policies, FLOTILLA
shall delete and remove any Customer Data on the Hosted Software.
14. DISPUTE RESOLUTION
You agree to make a diligent, good-faith attempt to resolve any disputes or controversies relating to or arising out of these Terms of
Use by informal negotiations within 30 (thirty) calendar days. During the time of informal negotiations, You agree to refrain from any
action or behavior, including, but not limited to actions in the media or social networks that may harm the reputation of FLOTILLA,
its affiliates, employees or clients, or cause damage to FLOTILLA, regardless of where and when such actions would occur. In case
of failure to solve any such dispute or controversy by way of negotiations, or if negotiations do not begin, the courts of Dubai shall
have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms of Use.
15. LIMITATION OF LIABILITY
15.1 No Consequential Damages: NEITHER FLOTILLA NOR CUSTOMER NOR ANY OTHER PARTY INVOLVED IN
CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR
GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE
SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE
THE PRODUCTS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF
ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
15.2 Cap: EXCEPT AS TO ANY EXPRESS INDEMNIFICATION OBLIGATION SET FORTH HEREIN, IN NO EVENT WILL
EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE
OF OR INABILITY TO USE THE PRODUCTS EXCEED THE AMOUNTS CUSTOMER HAS PAID TO FLOTILLA
HEREUNDER, OR IF THE CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO FLOTILLA (FOR EXAMPLE
THROUGH A FREE TRIAL), ONE HUNDRED DOLLARS ($100).
15.3 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF
THE BASIS OF THE BARGAIN BETWEEN FLOTILLA AND THE CUSTOMER.
16. GENERAL TERMS
These Terms together with any applicable Order Form constitute the entire and exclusive understanding and agreement between
FLOTILLA and you regarding the Services, and these Terms supersede and replace any prior oral or written understandings or
agreements between FLOTILLA and you regarding the Services, however, if an Order Form differs from these Terms then the terms
of the Order Form control over these Terms. You may not assign or transfer these Terms, by operation of law or otherwise, without
FLOTILLA’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your
company. Any attempt by you to assign or transfer these Terms, without such consent, will be null. FLOTILLA may freely assign or
transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their
successors, and permitted assigns. Any notices or other communications provided by FLOTILLA under these Terms, including those
regarding modifications to these Terms, will be given:
(i) via email;
(ii) by posting to FLOTILLA’s website; or
(iii) by posting to the
Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Either Party’s
failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any
such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties. Except as
expressly outlined in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to
its other remedies under these Terms or otherwise.
17. CONTACT INFORMATION
If you have any questions about these Terms or the Services, please contact FLOTILLA at info@flotilla.me