Terms of Use

LAST MODIFIED: January 7, 2020

Welcome to Openroad!

Thanks for your interest in the Openroad™ application (including any software and content contained or services provided therein, the“APP”).  Our mission is to make the roads safer and we hope you join us in our goal! Before you begin your journey with Openroad by accessing our APP, please carefully read and understand the following Terms.  The Terms are important because they:

  • Outline your legal rights regarding the APP;
  • Explain the rights you give to us when you use the APP;
  • Describe the limitations of the APP and confirm that the APP is not a replacement for calling 911 if an accident occurs (because a number of factors may limit the APP's ability to detect a crash or contact 911);
  • Give us permission to contact you by telephone or through other means in the event of a crash detection;
  • Give us permission to contact 911 for you if an accident is detected and you do not respond to a message from us or if you request us to do so;
  • Limit our liability; and
  • Contain a class action waiver and an agreement to resolve any disputes that may arise by arbitration

The APP is provided by TrueMotion, Inc. (together with its affiliates, subsidiaries, licensors and service providers, “TrueMotion”,"our", "we" or "us"), located at 470 Atlantic Avenue, Suite 1400, Boston, MA 02110, United States.

 

These Terms of Use (“Terms”) are the only legal terms under which we will make the APP available to you. If you are unwilling or unable to agree to these terms, you may not use the APP.  By accessing or using the APP or any content, products, data feeds and services provided to you on, from, or through the APP, you are agreeing to be bound by (i) these Terms; and (ii) the Privacy Policies located at https://getopenroad.app/app-privacy (the “Privacy Policies”). If you do not agree to these Terms and the Privacy Policies, you may not access or use the APP. 

 

Important Notifications

 

THE APP WILL NOT DETECT ALL CRASHES. THE APP IS NOT A REPLACEMENT FOR CALLING 911 IN THE EVENT OF A CRASH.  IN THE EVENT OF A CRASH, ALWAYS DIAL 911 IMMEDIATELY. 

 

The APP aids in detecting crashes and will contact emergency services in certain circumstances if those functions are enabled, however we cannot and do not guarantee that it will always function without error. There are any number of reasons the APP might not detect a crash or might not alert emergency services, including incorrect configuration of the APP or the phone it is on, the APP not being run properly, the phone not being connected to a network to send or receive data or calls, hardware errors or limitations, limitations or errors in the algorithms and processes (including, without limitation, if the automobile is moving at a slow speed or is stopped at the time of a crash), if you are located outside of your wireless service coverage area for the phone, if your phone is otherwise not connected to your wireless service provider’s network (e.g., it will not work if the phone is connected to a wi-fi network) or the unique circumstances of an accident, among other possibilities.

 

Because we cannot guarantee that theAPP will detect every crash and contact emergency services without flaw, we require you to acknowledge that YOU CONTINUE TO BEAR PRIMARY RESPONSIBILITY FOR CONTACTING EMERGENCY SERVICES IN THE EVENT OF AN ACCIDENT. The APP is a useful tool in such circumstances, but we cannot and do not undertake any duty to rescue you or to guarantee the provision of aid in an accident. We hope that someday technology will become foolproof in all circumstance. Until then, we appreciate your understanding that we cannot provide the APP to you unless and until you agree that we will not be responsible for any injury, damage or loss resulting from any accident – whether detected by the APP or not, and whether the APP contacts emergency services on your behalf or not.

 

By installing or accepting the“Crash Alert” feature in the APP, you expressly consent to allow us to contact you or your phone by push notification, in-app message, text message or phone call, including through use of an automatic telephone dialing system, in connection with the detection of a crash. Calls may be monitored and recorded for quality assurance and other purposes. 

 

For additional information on our liability to you for the APP, please see the below section: Driver Protection, Crash Alerts and Allocation of Risk andDisclaimer of Warranty.

 

Our Use and Storage of your Personal Information

Usage of the APP is subject to our Privacy Policies. You acknowledge receipt of our Privacy Policies. You agree to receive any updates to our Privacy Policies by accessing the APP. By using the APP, you agree that we may use and share your personal information in accordance with the terms of the Privacy Policies.

 

If you are using the App from outside of the United States, please be aware that your information, including any data constituting “personal data” under the laws of the European Union, for example, to which we may be given access, may be transferred to, stored, or processed in the UnitedStates. The data protection and other laws of the United States and other countries may not be as comprehensive as those in your country. By using the App, you understand that your personal data information may be transferred to our facilities and to those third parties with whom we share such information as specified in the Privacy Policies.

 

Our Use and Storage of Information Which is Not Personal Information

Our use of your personal information will be in accordance with our Privacy Policy.  We do collect data and information other than personal information in conjunction with the use of the APP (the “Program Data”), which we may commercialize and use on an aggregated and anonymous basis. The Program Data may include data such as time of day, your driving location, your driving distractions, your driving speed, your driving acceleration, your driving braking, and/or any utilization of other third-party applications while driving. For clarity, we will not specifically identify you, or tie your Program Data directly to you, except as necessary to provide you the APP’s service and in accordance with our Privacy Policy.

 

Subject to the foregoing and any applicable laws and regulation, you hereby authorize and consent to the collection, storage, sharing, processing, modification, distribution and use by us and our affiliates, partners and agents of the Program Data.  Except as required by law, the Program Data will be treated as being non-confidential and non-proprietary, and we assume no obligation to protect confidential or proprietary information from disclosure and will be free to reproduce, use, and distribute the Program Data to others without restriction.

 

If you submit feedback or suggestions about the APP, we may use your feedback or suggestions without obligation to you.

 

Registration and System Settings

You may be required to provide information about yourself (such as identification or contact details) as part of the registration process or as part of your continued access to and use of the APP. You agree to use the APP only for those purposes that are permitted by (i) these Terms and the Privacy Policies, and (ii) by applicable law and regulation in the relevant jurisdictions. You agree to: (a) provide true, accurate, current and complete information about yourself when registering or as prompted by the APP (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.If you provide any information that is untrue, inaccurate, non-current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, we have the right to suspend or terminate your account or access to the APP and refuse any and all current or future use of the APP (or any portion thereof).

 

You also understand and agree that the APP may include certain communications from us (e.g., service announcements, administrative messages and other information and alerts) as well as communications related to crash detection. You may disable communications between you and the APP through the settings page in the APP or through the setting in your mobile device. But please be aware that disabling the APP’s ability to send you notifications may result in a failure to receive notification that a crash has been detected or that 911 may be or has been contacted on your behalf.

 

Use

As a condition of being allowed to use the APP, you represent, acknowledge and agree to the following:

 

1. You represent that you are of legal age to form a binding contract and hold a valid driver’s license, and are not a person barred from receiving the APP under the laws of the United States or other applicable jurisdiction. If you are under 18, you may only use the APP under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Anyone under 14 is strictly prohibited from creating an account for the Service. In addition, anyone under 14 may only accept invitations from parents / legal guardians to join their account. TheApp is not available to any users previously removed from the APP by us.

 

2. You agree not to interfere with or disrupt the operation of the APP.

 

3. You agree not to make the APP available over a network or other environment permitting access or use by multiple mobile devices at a time.

 

4. You agree not to give your login or account information to any third party or otherwise transferor assign your account information to a third party.

 

5. You agree not to collect or harvest any personally identifiable information, including account names, from the APP.

 

6. You agree and acknowledge that you are authorized to use the APP only for personal, non-commercial use.

 

Your Account

To be a registered user of the APP, you must establish an account with us (“Account”). Don’t reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify us of any security breach of your Account. We shall not be responsible for any losses arising out of the unauthorized use of your Account. You agree that we may store and use your Registration Data for use in maintaining your Account and providing the APP and related services.

 

Safe and Lawful Use of the APP

Please do not look at the APP while you are driving. The APP does not require any interaction from you while driving to function.

 

When using the APP, you must: (i) never utilize the APP in any manner that will distract from and/or interfere with your driving; (ii) observe all applicable laws, including traffic and safety laws and otherwise drive safely; (iii) not use the APP for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with these Terms; and (iv) arrange all wireless devices and cables necessary for use of the APP in a secure manner in your vehicle so that they will not interfere with and/or distract from your driving and will not prevent the operation of any safety device (including without limitation an airbag).

 

Crash Detection, Crash Alerts, Allocation of Risk and Disclaimer of Warranty

The features of the APP require the corresponding mobile software to be installed on the device for which location data will be provided, and the features may not work if the corresponding settings to allow the collection and sharing of information and location information are not enabled. We and our vendors will have no liability where the APP is hindered from operating.

 

Use of the APP or its features that require the use of mobile software may use a significant amount of power from the battery of any device that the mobile software is installed on. You may wish to limit your use of these or other services on your device to the times when they are necessary (e.g., you may want to turn off certain APP features when you are not driving, or you may want to turn off other applications and services when you are driving), or where possible, you might wish to keep your phone plugged into a power source. The APP will not work in ‘low power mode’ or the like, as important sensors are usually disabled by the device in that mode.

 

A.   Crash Detection

 

The APP includes crash detection features, which (where available) may help detect automobile crashes.  However, the app may detect crashes which are not true collisions and it may not detect all crashes. Situations in which the APP may not work, include, without limitation, the following:

  • Your phone is off or not properly functioning;
  • The APP itself is not properly installed or is not activated after installation;
  • The APP is not running on the device, you are not logged into the APP or the APP is blocked by the device;
  • The device the APP is on is not connected to the wireless service provider’s network and/or is located outside of the wireless service coverage area for the phone that the mobile software for the crash detection features is installed (the APP will not work if the phone is connected only to a wi-fi network. The phone must be connected to a wireless service provider network to function properly);
  • The device is located outside the United States;
  • Location services, motion sensing and/or background app refresh are turned off on the device or the APP’s access to such features is blocked on the device;
  • The device’s sensors are not functioning properly or are not situated in a manner that allows them to detect a crash;
  • Hardware limitations may prevent crash detection;
  • Algorithms and processes used by us or our vendors may not function properly to detect a crash, initiate a Crash Alert, or contact emergency services;
  • If the automobile is moving at a slow speed, is stopped, in park or at a complete standstill, has not been moving for a long enough duration, has not traveled a long enough distance, and/or has not traveled at a great enough speed to allow the APP to recognize that you are driving at the time of a crash, the crash may not register

 

While the APP is running, the crash detection features will have access to and collect information about your phone and driving activity that can be detected by the phone, including your location, the use and movement of the phone, the speed of your motor vehicle (including acceleration and braking behaviors), etc. (All such information will be Program Data as defined above). 

 

The crash detection features may collect this Program Data for any motor vehicle that you are in, even if you are not the driver.  If you do not have permission from the driver to collect this Program Data, please be sure to log out of the APP (which will prevent it from functioning). By using the crash detection features in a motor vehicle, you represent and warrant that you are the driver and have consented, or that you have obtained consent from the driver, to use the crash detection features and to allow them to access and collect such Program Data.

 

B.   Crash Alerts

 

When you use crash detection features and the corresponding mobile software is installed on your phone, the features may detect automobile crashes when you are in an automobile and your phone is with you and issue you an alert that a crash has been detected (a "Crash Alert"). If a crash is detected in the APP, the APP is designed to initiate automated call(s) to your phone or otherwise attempt to notify you to confirm the crash and to identify whether you require emergency or other assistance. If a crash is detected, the crash detection features will collect your location information, and in the event of a detected crash, it may transmit that and other information to us or third party service providers acting on behalf of us.

 

By installing the APP you expressly consent to allow us to contact you or your phone by push notification, in-app message, text message or phone call, including through use of an automatic telephone dialing system, in connection with the detection of a Crash Alert. Multiple attempts may be made to reach you by automated call and/or in-app messaging to confirm the Crash Alert.  

 

In the event you affirmatively confirm the Crash Alert and request for emergency or other assistance, a third-party call center managed by us or our third-party service provider(s) will initiate on your behalf a 911 emergency call for assistance to your phone location. In the future we may also offer towing or other services in response to your request. In the event the APP sends a Crash Alert and you do not respond to our attempts to reach you through automated phone call(s), we may, without your confirmation, initiate a 911 call for emergency assistance to your phone location. The confirmation of a Crash Alert is NOT an alternative for calling 911 yourself. In the event of a crash always call 911 immediately.

 

You expressly acknowledge that you, not we, are the contracting authority for any occurring emergency services and/or towing or other services through the use of the Crash Alert features in the APP, and as such you shall be liable for all costs, expenses and damages that are arising from or in connection with 911 emergency assistance and/or towing assistance received in connection with a Crash Alert. There is no guaranty that emergency assistance services will be provided and/or the timeliness of emergency response services. We and our vendors have no liability for timeliness of emergency services response, including whether they respond at all.

 

C.   Allocation of Risk

 

Although we have taken what we believe to be commercially reasonable efforts to design helpful crash detection features, to the extent permitted by law WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE OPERATION, PERFORMANCE, AVAILABILITY, OR RESULTS OF THE APP, INCLUDING (WITHOUT LIMITATION) THAT THE CRASH DETECTION FEATURES WILL: SUCCESSFULLY DETECT CRASHES, COMMUNICATE WITH YOU OR US OR A 911 CENTER AND/OR A TOWING CENTER INTHE EVENT OF A CRASH ALERT, OR CONTACT ANY ROADSIDE ASSISTANCE SERVICE.  

 

ALTHOUGH THE APP IS INTENDED TO DETECT COLLISIONS, NONE OR ANY COLLISIONS MAY BE DETECTED AND SOME OR ALL NON-COLLISIONS MAY BE FALSELY REPORTED. THE APP USES AN ALGORITHM TO DETERMINE WHETHER YOU HAVE BEEN INVOLVED IN A MOTOR VEHICLE ACCIDENT. WE DO NOT WARRANT OR GUARANTEE THAT THE ALGORITHM OR CRASH DETECTION SERVICES WILL WORK IN ANY CIRCUMSTANCE, DETECT AND/OR REPORT ANY OR ALL COLLISIONS OR THAT IT WILL AVOID ANY FALSE POSITIVES, OR THAT EMERGENCY ASSISTANCE AND/OR TOWING ASSISTANCE WOULD BE PROVIDED IN THE EVENT OF A COLLISION.  

 

YOU UNDERSTAND AND AGREE THAT WE CANNOT ASSURE YOU, OR MAKE ANY GUARANTEES, ABOUT THE MANNER OR TIMELINESS OF THIRD PARTY EMERGENCY RESPONSE AND/OR ROADSIDE ASSISTANCE OR EVEN WHETHER THIRD PARTY EMERGENCY RESPONDERS AND/OR ROADSIDE ASSISTANCE RESPONDERS WILL IN FACT RESPOND TO YOUR EMERGENCY AT ALL. WE ARE NOT LIABLE FOR THE ACTIONS OR INACTIONS OF ANY USER, 911 CENTER, EMERGENCY RESPONDER, ROADSIDE ASSISTANCE PROVIDER (INCLUDING WITHOUT LIMITATION ANY TOWING PROVIDER), OR ANY OTHER THIRD PARTY.  

 

IN NO EVENT SHALL WE BE HELD LIABLE IN INSTANCES WHERE THE APP HAS BEEN HINDERED FROM BEING ABLE TO RUN THE ALGORITHM. THE APP RELIES ONTHE PROPER FUNCTIONING OF MOBILE DEVICES, WIRELESS COMMUNICATIONS NETWORKS ANDTHE GLOBAL POSITIONING SYSTEM, AND THE CRASH ALERT FEATURE MAY NOT BE AVAILABLE OR FUNCTIONING IN A GIVEN LOCATION OR AT A GIVEN TIME. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY FAILURES OR DELAYS DUE TO ANY OF THE FOREGOING. WE ARE NOT LIABLE FOR THE ACTIONS OR INACTIONS OF YOU OR OF ANY EMERGENCY RESPONDERS,EMERGENCY CONTACTS, ROADSIDE ASSISTANCE RESPONDERS AND/OR ANY OTHER THIRD PARTY IN ANY PARTICULAR SITUATION.  WE ARE NOT LIABLE FOR THE ACTIONS OR INACTIONS OF ANY SERVICE PROVIDER OR PERSONS WE MAY CONTACT ON YOUR BEHALF, OR FOR OUR INABILITY TO CONTACT ANY SERVICE PROVIDER, EMERGENCY CONTACT, ROADSIDE ASSISTANCE CONTACT AND/OR OTHER THIRD PARTY IN ANY PARTICULAR SITUATION.

 

THE APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND WIRELESS COMMUNICATIONS THAT WE CANNOT CONTROL AND THAT MAY PREVENT US FROM PROVIDING SERVICE TO YOU AT ANY PARTICULAR TIME OR PLACE OR THAT MAY IMPAIR THE QUALITY OF THE APP, INCLUDING, WITHOUT LIMITATION, HILLS, TALL BUILDINGS, TUNNELS, WEATHER, DAMAGE TO IMPORTANT PARTS OF YOUR DEVICE IN AN ACCIDENT, WIRELESS, OR OTHER PHONE NETWORK CONGESTION OR JAMMING. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

D.   Disclaimer of Warranties

 

YOU ACKNOWLEDGE AND AGREE THAT THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APP AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY ARE AT YOUR SOLE RISK AND DISCRETION. WE AND OUR AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES REGARDING THE APP AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE APP MAY CONTAIN ERRORS OR INACCURACIES THAT COULD CAUSE FAILURES, CORRUPTION OR LOSS OF DATA AND/OR INFORMATION FROM YOUR DEVICE AND FROM PERIPHERALS (INCLUDING, WITHOUT LIMITATION, SERVERS AND OTHER COMPUTERS) CONNECTED THERETO. YOU SHOULD BACK UP ALL DATA AND INFORMATION ON YOUR DEVICE AND ANY PERIPHERALS PRIOR TO USING THE APP. TO THE EXTENT PERMITTED BY LAW, WE SHALL HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE APP.

 

Some jurisdictions do not allow for the disclaimer of certain warranties, so the disclaimers in this section may not apply to you. In the event that any disclaimer or limitation of liability in these Terms are found to be void by local law, you agree that the remainder of these Terms remain valid and the invalidated term will be construed to the maximum allowable extent to limit our liability and warranties in compliance with applicable local law.

 

If you have acquired the APP from Apple, Inc. (“Apple”), the following additional warranty terms may apply:

  • You are advised that Apple is not responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed by herein.
  • In the event of any failure of the APP to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the APP to you.
  • To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the APP.

 

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, PARTNERS, SUPPLIERS, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS AND/OR USE OF OR INABILITY TO ACCESS AND/OR USE THE APP (INCLUDING, WITHOUT LIMITATION THE DRIVER PROTECTION FEATURE AND THE CRASH ALERT FEATURE) AND ANY THIRD PARTY CONTENT AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE APP OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY EXPRESS REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOUR SOLE AND ALTERNATIVE REMEDY IF THE ABOVE STATED LIMITATIONS ARE FOUND TO FAIL OF THEIR ESSENTIAL PURPOSE SHALL BE PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $100.  BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THE FOREGOING SHALL NOT LIMIT OUR LIABILITY FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.

 

Indemnification and Waiver.

YOU SHALL, TO THE EXTENT PERMITTED BY LAW, INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, PARTNERS, SUPPLIERS, AGENTS, CONTRACTORS AND LICENSORS, AND EACH OF THE IRRESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY CLAIM, PROCEEDING, LOSS, DAMAGE, FINE, PENALTY, INTEREST AND EXPENSE (INCLUDING, WITHOUT LIMITATION, FEES FOR ATTORNEYS AND OTHER PROFESSIONAL ADVISORS) ARISING OUT OF OR IN CONNECTION WITH THE FOLLOWING: (I) YOUR ACCESS TO OR USE OF THE APP OR SERVICES OFFERED THEREWITH OR THIRD PARTY CONTENT AND SERVICES; (II) YOUR BREACH OF THESE TERMS; (III)YOUR VIOLATION OF LAW; (IV) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT; OR (V) YOUR VIOLATION OF THE RIGHTS OF A THIRD PARTY, INCLUDING THE INFRINGEMENT BY YOU OF ANY INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF ANY PROPRIETARY RIGHT OR TRADE SECRET OF ANY PERSON OR ENTITY. THESE OBLIGATIONS WILL SURVIVE ANY TERMINATION OF THESE TERMS.

 

Intellectual Property

You agree that the APP, including but not limited to graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the APP, contains proprietary information and material that is owned by us and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the APP in compliance with these Terms.

 

Using our APP does not give you ownership of any intellectual property rights in our APP or the content you access. These Terms do not grant you the right to use any branding or logos used with our APP. Do not remove, obscure, or alter any legal notices displayed in or along with our APP. Your use of the APP is conditioned upon you agreeing not to (and not allowing any third party to): (i) copy, modify, distribute, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the APP; (ii) rent, lease, loan, sell, assign, permit the assumption of, sublicense, grant a security interest in, or otherwise transfer any right in or access to the APP or any content, software or services available therein; or (iii) violate these Terms and the Privacy Policies.

 

No portion of the APP may be reproduced in any form or by any means, except as expressly permitted in these Terms. You agree not to exploit the APP in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. Notwithstanding any other provision of these Terms, we and our licensors reserve the right to change, suspend, remove, or disable access to any content, or other materials comprising a part of the APP at any time without notice. In no event will we be liable for making these changes. We may also impose limits on the use of or access to certain features or portions of the APP, in any case and without notice or liability.

 

THE USE OF THE APP OR ANY PART OF THE APP, EXCEPT FOR USE OF THE APP AS PERMITTED IN THESE TERMS, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT. ALL RIGHTS NOT EXPRESSLY GRANTED IN THESE TERMS ARE HEREBY RESERVED.

 

TrueMotion, the TrueMotion logo, Openroad and other TrueMotion trademarks, service marks, graphics, and logos used in connection with the APP are trademarks or registered trademarks of TrueMotion, Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the APP may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforementioned trademarks and any use of such trademarks.

 

Third Party Content and Services General

You must comply with applicable third party terms of agreement when using the APP.  You acknowledge that the APP may permit access to products, services, web-sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”).

 

You acknowledge that we do not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites or data available through the APP). Furthermore, your access to and use of the Third Party Content and Services is at your sole discretion and risk, and we and our affiliates, partners, suppliers and licensors shall have no liability to you arising out of or in connection with your access to and use of the Third Party Content and Services.

 

Endorsements

You acknowledge and agree that the provision of access to and the listing of any Third Party Content and Service available through the APP or the sharing of any information with third parties shall not constitute or imply any endorsement by us or our affiliates of such Third Party Content and Services. We reserve the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the APP, although we have no obligation to restrict or deny access even if requested by you.

 

Termination

 

A. Termination by You

 

You may terminate these Terms at anytime for any reason. In order to terminate, you must remove or uninstall the APP from your mobile device.

 

B. Termination by TrueMotion

 

We may block or suspend your access to the APP or terminate these Terms and the rights afforded to you hereunder with or without prior notice, at any time, if you fail to comply with the terms and conditions of these Terms or for any reason whatsoever. We reserve the right to modify, suspend, or discontinue the APP (or any part or content thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should we exercise such rights. Upon termination of these Terms, you shall cease all use of the APP and uninstall any residual components of the APP.

 

Other Fees and Costs

The APP requires an internet or data connection and any charges or fees associated with any such connection are solely your responsibility, as set forth in the agreement between you and your internet or data connection service provider.

 

Governing Law

These Terms shall be deemed to take place in the Commonwealth of Massachusetts and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of law principles. Subject to the section below on Arbitration, any disputes arising from these Terms shall be adjudicated in the courts of the city of Boston, MA. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§1-16).

 

Arbitration.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. In the unlikely event that we have not been able to resolve a dispute we have with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any of our claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Mediation and Arbitration Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect forJAMS, except as provided herein. The arbitration will be conducted in Boston, Massachusetts, unless you and we agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to protect any of our proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO ATRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

 

Contact Information and Notification

Please direct any questions, complaints or claims related to these Terms or your use of the APP to support@getopenroad.app or by mail to:

 

TrueMotion, Inc.

470 Atlantic Avenue, Suite 1400

Boston, MA 02110, United States.

 

We may notify you with respect to the APP by sending an email message to your Account email address or a letter via postal mail to yourAccount mailing address, or by a posting on the APP. Notices shall become effective immediately.

 

Severability

If any provision of these Terms is held to be invalid or unenforceable with respect to a party, the remainder of these Terms, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of these Terms shall be valid and enforceable to the fullest extent permitted bylaw.

 

Waiver

Except as provided herein, the failure to exercise a right or require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach. We will not be responsible for failures to fulfill any obligations due to causes beyond our control.

 

Export Control

You may not use or otherwise export or re-export the APP except as authorized by United States law and the laws of the jurisdiction(s) in which the APP was obtained. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

Modification or Amendment

We may modify or amend these Terms at any time by posting the change. You will be deemed to have agreed to any such modification or amendment by your decision to continue using the APP following the date in which the modified or amended Terms are posted. 

 

Survival 

The provisions of these Terms which by their express language or by their context are intended to survive the termination of these Terms shall survive such termination. Without limiting the generality of the foregoing, the disclaimers of warranty, indemnity and limitations of liability shall survive any termination or expiration of this Agreement.

 

Apple Minimum Terms

In addition to the terms and conditions set forth in these Terms and our Privacy Policy, if you have acquired the APP from Apple, either through the App Store or otherwise, the following additional terms apply to your use of the APP:

  • These Terms are between you and us only, and not with Apple. We, not Apple, are solely responsible for the APP and the content thereof. Nothing in these Terms shall be deemed to waive or modify the usage rules for Licensed Applications that are in the Apple App Store Terms of Service.
  • The license granted to you for the APP is limited to a non-transferable license to use the APP on any Apple-branded Products that the you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such APP may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
  • As between Apple and us, we are solely responsible for providing any maintenance and support services with respect to APP or as required under applicable law. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the APP.
  • You and we acknowledge that we, not Apple, are responsible for addressing any of your claims or any third party relating to the APP or your possession and/or use of the APP, including, but not limited to: (i) product liability claims; (ii) any claim that the APP fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the APP’s use of the HealthKit and HomeKit frameworks, if applicable.
  • You and we acknowledge that, in the event of any third party claim that the APP or your possession and use of the APP infringes that third party’s intellectual property rights, Apple will have no liability for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.      

 

Third Party Beneficiaries

Nothing contained in these Terms is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person; provided, however that you and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof.

 

Entire Agreement

These Terms, including the documents incorporated herein by reference, constitute the entire agreement with respect to the use of the APP licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.

 

Reservation of Rights

We reserve the right to take steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms. You agree that we have the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as we believe is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms (including but not limited to our right to cooperate with any legal process relating to your use of the APP and/or a third-party claim that your use of the APP is unlawful and/or infringes such third party’s rights).

 

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