SIRCA TERMS OF USE
Your use of use of the Sirca API (the
“Software”) and service (together with the Software, the
“Service”),
whether via the
Internet, a cellular device or otherwise, is subject to the following legal
agreement (the “Terms”) between you and OTW (as defined below). The Terms constitute
a fully binding agreement between On the Way, LLC (together with its
affiliates and subsidiaries, “OTW”), as the proprietor of all
rights in and to the Service, and you. Unless otherwise agreed to in
writing by OTW, the Terms include the following: (a) the terms and
conditions in this document (the “General Terms”); (b) the OTW
Privacy Policy; and (c) the OTW Copyright Policy. Prior to use of the
Service, you should read each of the documents comprising the Terms and
print or save a local copy for your records. Use of the Service constitutes
assent to be bound by the Terms. If you do not agree with all or any
part of the Terms, you are prohibited from and must refrain from using the
Service or any part thereof.
- Changes to the
Terms. OTW reserves the rights to make
changes to the Terms at any time and from time to time. To the extent
any such changes are made, OTW will make a new copy of the Terms
available at
https://www.sircanav.com/tos.html
(or such other URL as OTW may provide). You acknowledge and agree that
it you use the Service on or after the date on which the Terms have
changed, OTW will treat your use of the Service as acceptance of the
updated Terms. If any such modification of the Terms is
unacceptable to you, you may terminate this agreement at any time by
ceasing use of the Service.
- Acceptance of the
Terms. In order to use the Service, you
must agree to the Terms by either (a) clicking to accept the Terms,
where this option is made available to you by OTW in the
Service’s user interface or (b) using the Service. You
acknowledge and agree that your use of the Service constitutes
acceptance of the Terms from the date of first use onwards. You may not
use the Service and may not accept the Terms if you are a person barred
from using the Service under United State law. By acceptance of the
Terms in accordance with this Section
2, you represent and warrant to OTW that (a)
you have the full power, capacity, and authority to accept the Terms
and (b) if you are accepting the Terms on behalf of your employer or
any other entity, you have full legal authority to bind your employer
or such other entity to the Terms. If you do not have the legal
authority described in the foregoing sentence, an authorized person
holding such legal authority must consent to and accept the Terms prior
to your use of the Service.
- Termination of Your Use of the
Service; Termination of the Service. You
may terminate your use of the Service at any time and for any reason in
your sole and absolute discretion. You are not obligated to advise OTW
of such termination. OTW reserves the right to block or otherwise
terminate your access to the Service at any time and for any reason in
OTW’s sole and absolute discretion. Without limitation to the
foregoing, OTW reserves the right to terminate, at any time, with or
without notice, and in OTW’s sole and absolute discretion, the
provision of the Service in its entirety or any part
thereof.
- Privacy Policy. Your privacy is important to OTW. While using the Service,
personal information may be provided by you or collected by
OTW as detailed in the OTW Privacy Policy, a copy of which can be
viewed at: https://www.sircanav.com/privacy.pdf.
The OTW Privacy Policy explains
OTW’s practices pertaining to the use of your personal
information and OTW strongly suggests that you read the OTW Privacy
Policy carefully. By accepting these Terms, you hereby acknowledge and
agree to the collection, storage and use of your personal information
by OTW in accordance with these General Terms and the OTW Privacy
Policy and subject to any applicable laws and regulations.
- Location Based
Services. Some features of the Service
make use of detailed location and route information. Such information
may include GPS signals and other information sent by the mobile device
on which the Software is installed and activated. The
Service cannot be provided without utilizing this technology and the
resulting data collection. While you are using the Service, OTW uses
your location and route information to create a detailed location
history. OTW uses this detailed location history in both
OTW’s provision of the Service to you as well as OTW’s
efforts to improve the quality of the Service and the accuracy of the
Service’s mapping and navigation data. This detailed
location history is retained by OTW in accordance with the OTW Privacy
Policy.
- Safety and Related
Matters. The information provided by the
Service is not intended to replace information or guidance provided by
federal, state, or municipal agencies or authorities regarding roads
and other means of travel, including traffic signs, traffic lights,
police instructions, direction of travel requirements, time-based
restrictions, lane restrictions, road blockades, and other related
guidance and instructions. By acceptance of these Terms, you
acknowledge and agree that while operating a vehicle, whether motorized
or otherwise, (a) use of the Service is strictly limited to verbal
(hands-free) interaction and (b) sending traffic updates
(e.g., traffic
accident or traffic congestion notifications) or otherwise interacting
with the Service in any non-verbal manner (other than for navigation)
is strictly forbidden.
- User-Based
Content. The Service makes use of, among
other things, information and updates originating from end-users.
End-user generated content may be inconsistently provided and may be
inaccurate, incomplete, or outdated. OTW makes no, and
specifically disclaims any, representations or warranties regarding the
accuracy, completeness or timeliness of end-user provided information.
Content submitted by users for publication does not necessarily reflect
the views of OTW. The Service allows all users of the Software to
submit and post information and content to other users (such
information and content, “Content”). To the extent that
you elect to upload, submit, send, or receive content through the
Service:
- You give OTW a worldwide
license to use, host, store, reproduce, modify, create derivative works
(such as those resulting from translations, adaptations or other
changes OTW makes in order for your content to work better with the
Service), communicate, publish, publicly perform, publicly display, and
distribute such content. The rights you grant in this license are for
the limited purpose of operating, promoting, and improving the Service,
and OTW’s development of future products. This license continues
even if you stop using the Service. By acceptance of the Terms, you
assume sole responsibility for any content you post or transmit to the
Service.
- You represent and warrant that (i)
you own all intellectual property rights in the Content and (ii) that
you are permitted to publish the Content and to permit OTW to publish
the Content and exploit all intellectual property rights in and to the
Content.
- OTW receives no ownership rights in
and to the Content that you submit; provided, however, that by
submitting Content to the Service, you shall be deemed to grant OTW and
the users of the Service an irrevocable, worldwide, perpetual,
non-exclusive, royalty-free, sub-licenseable, and transferable
license to use, copy, distribute, prepare derivative works, display in
public, and publicly perform the Content.
- The license granted to OTW in and to
the Content you submit is not limited to personal use, but also extends
to any commercial use by OTW of Content.
- OTW reserves the right to (i)
examine the Content before or after its publication or (ii) prevent
publication of inappropriate or otherwise inadequate or erroneous
Content or remove such Content after its publication. OTW reserves the
right to determine, in OTW’s sole and absolute discretion, which
Content will be published, the duration of its publication, its
location, how and when it appears on the Service, its design and any
other matter pertaining to the publication of Content within the
Service.
- You are expressly forbidden to, and
by your acceptance of the Terms you agree that you shall not,
submit Content that: (i) is of a commercial nature,
except where such Content is expressly authorized or requested by OTW
and otherwise complies with the Terms; (ii) diminishes or infringes the
copyright, trademark, or other proprietary rights of any other person
or entity; (iii) poses or is reasonably likely to pose a risk to any
person’s safety, security, or health; (iv) identifies or
discloses the personal information of any other person without such
person’s express written consent to such identification or
disclosure; (v) pertains to or identifies minors or their personal
information; (vi) is unlawful, defamatory, libelous, or invades the
privacy of any other person or entity; (vii) is harassing, offensive,
threatening, or vulgar; (viii) promotes or encourages the
discrimination of any person or group of persons on the basis of race,
origin, ethnicity, nationality, religion, gender, occupation, sexual
orientation, illness, physical or mental disability, faith, political
view, or socio-economical class; (ix) encourages any criminal behavior
or conduct that would or could be reasonably likely to constitute a
criminal offense under any law; (x) promotes pyramid schemes or chain
letters; or (xi) falsely claims or implies that such Content is
sponsored or endorsed by OTW.
- Third-Party Promotions and
Advertisements. OTW reserves the right to
distribute or display OTW and/or third-party promotions and
advertisements (“Ads”) to end-users at any time
and from time to time. Ads may include, but are not limited to, map
pins identifying the location of certain businesses and notices of such
businesses’ commercial offers and promotions. The distribution of
display of any such third-party promotions or advertisements does not
constitute an endorsement by OTW of the product or service being so
promoted or advertised and OTW makes no, and specifically disclaims
any, representations or warranties regarding the content of any such
third-party promotions or advertisements. To the extent that the
Service displays or otherwise includes links to services or
applications operated and/or managed by third-parties, OTW shall not be
responsible for or have any liability to you or any other person or
entity for any losses or damages suffered by you or any other person as
a result of your reliance on, or in connection with, the content of
such third-party services and applications or any information provided
by them. YOU MUST NOT ATTEMPT TO VIEW OR CLICK ON ANY ADS WHILE
OPERATING A VEHICLE. YOU ALONE ARE RESPONSIBLE FOR DRIVING SAFELY AND
IN ACCORDANCE WITH ALL APPLICABLE LAWS, AND YOU ACKNOWLEDGE AND AGREE
THAT IN THE EVENT THAT YOU VIOLATE THE FOREGOING PROVISION, THE THIRD
PARTY ADVERTISERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, AND LOSS
(INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND
PAYMENTS, EITHER IN TORT, CONTRACTUAL, OR IN ANY OTHER FORM OF
LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE DISPLAY OF THE ADS
ON THE SERVICE OR YOUR VIEWING OF THE ADS ON THE SERVICE.
- Grant of License. Subject to, and upon your acceptance of, the Terms, OTW
grants to you a non-exclusive, worldwide, personal, non-transferable,
non-sublicensable, revocable, royalty-free license to use the Service
(including the Software) for non-commercial purposes, as provided by
OTW and in the manner permitted by the Terms. Use of the Service does
not give you ownership of any of the intellectual property rights in
the Service, any content you may access, or any other OTW intellectual
property rights. The license granted pursuant to this
Section 8, is limited to
solely private and personal use. You may not use the Service for any
commercial use, including the following: (a) offering to third-parties
any service that utilizes or otherwise relies upon use of the Service;
(b) reselling, renting, or leasing the Service in any manner; or (c)
the integration or the Service (or any part thereof) within any service
of your own, in each case without the prior written consent of OTW.
Except as specifically contemplated by the Terms, you may not copy,
print, save or otherwise use data from the Service or its database.
When using the Service you may not engage in scraping, data mining,
harvesting, screen scraping, data aggregating, or indexing without the
express prior written permission of OTW.
- Copyrights.
All intellectual property rights in and to the Service, including
the Software and all corresponding databases, and all copyrights,
trademarks, industrial designs, patents, and trade secrets are either
(a) the exclusive property of OTW or (b) licensed by OTW from
third-parties. “Sirca”, the Sirca logo, and all other trade
and/or service marks are the property of OTW and you may not use such
logos or marks for any purpose that is not expressly authorized
pursuant to the Terms or by the prior written consent of OTW. The
design, trade dress, and the ‘look and feel’ of the Service
are protected works under applicable copyright laws and OTW retains all
intellectual property rights in the foregoing. The Software license
granted to you pursuant to the Terms does not extend to or include a
license to use the maps displayed on the Software or any mark,
indicator, logo, or notation embedded in the maps that are displayed by
the Service. OTW reserves the right to protect the Service and all
associated intellectual property rights by technological or other
means. You acknowledge and agree that you shall not undertake not to
circumvent these means. Without limitation to any other rights
available to OTW under applicable law, you are hereby advised that any
attempted or actual infringement of this Section 10 will result in the
termination of all your rights under the Terms.
- Fees and Expenses of Cellular and
other Data Usage. Use of the Service and
transmitting and receiving real-time updates to and from the Service
require an online connection between your cellular device and the
Internet. All costs and expenses of such connection are solely your
responsibility.
- Restrictions on
Use. The following conduct is strictly
prohibited and any failure on your part to comply with such
restrictions may result in OTW’s termination of your use of the
Service and the intellectual property license granted by OTW pursuant
to the Terms and may expose you to potential civil and/or criminal
liability: (a) publicly displaying, performing, distributing, copying,
modifying, adapting, translating, reverse engineering, decompiling, or
disassembling any Content (or any portion thereof); (b) making any use
of the Content (except as specifically authorized by the Terms); (c)
replicating or coping the Content without OTW’s express prior
written consent; (d) creating a browser or border environment around
the Content (e.g.
frames or inline linking); (e) interfering with or violating any
third-party or other user’s right to privacy or other rights,
including copyrights and any other intellectual property rights of
others; (f) harvesting or collecting personal information, including
through the use of any robot, spider, site search or retrieval
application, or other manual or automatic device or process to
retrieve, index, or data-mine, about any other person or entity without
such person’s or entity’s express consent; (f) defaming,
abusing, harassing, stalking, threatening, or otherwise violating the
legal rights of any person or entity; (g) transmitting or distributing
(whether actively or passively) any virus, worm, Trojan Horse, time
bomb, web bug, spyware, or any other computer code, file, or program
that is intended to or might reasonably be expected to damage, hijack,
or harm in any way the operation of any hardware, software, or
telecommunications equipment, or any other actually or potentially
harmful, disruptive, or invasive code or component; (h) interfering
with or disrupting the operation of, or disobeying any requirements,
procedures, policies, or regulations of the Service or the servers or
networks that host the Service or make the Service available; (i)
selling, licensing, or exploiting for any commercial purposes any use
of or access to the Content or the Service; (j) framing or mirroring
any part of the Service or forwarding any Content or other data
maintained on, distributed through, or made available on or through the
Service without OTW’s prior express written consent; (k) using
the Service, directly or indirectly, for the purpose of or in
connection with any illegal, immoral, or unauthorized activity or
purpose; (l) using the Service or the Content for, or conducting
through the Service, any non-personal or commercial purposes without
OTW’s express prior written consent; or (m) otherwise infringing
or violating any of these Terms.
- Warranties and Disclaimers;
Limitation of Liability.
- OTHER THAN AS EXPRESSLY SET OUT IN
THE TERMS, OTW DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICE,
INCLUDING, FOR EXAMPLE, ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE
SERVICE, THE SPECIFIC FUNCTIONS OF THE SERVICE OR THEIR RELIABILITY,
AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. OTW PROVIDE THE SERVICES
“AS IS”. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES,
LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, ALL SUCH
WARRANTIES ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY
LAW, (i) OTW SHALL NOT BE LIABILITY TO YOU OR OTHERWISE RESPONSIBLE FOR
LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, (ii) THE TOTAL LIABILITY
OF OTW FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED
WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID TO OTW, EITHER DIRECTLY
OR INDIRECTLY, FOR THE USE OF THE SERVICE, AND (iii) IN ALL CASES, OTW
SHALLL NOT BE LIABLE TO YOU OR OTHERWISE BE RESPONSIBLE FOR ANY LOSS OR
DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
- OTW has endeavored and, for so long
as OTW continues to provide the Service, will continue to endeavor to
provide the Service in a high quality manner and in conformance with
industry standards. OTW does not, however, make any
representations or warranties to you that the Service (i) will operate
in an uninterrupted or error-free manner, (ii) will always be
available, (iii) will be free from any harmful components, or (iv) that
the Service is safe, secured from unauthorized access, immune from
damage, free of malfunctions, bugs, or other failures, including
hardware failures and Software and Software communication failures.
NEITHER OTW, NOR ANY OF OTW’S OFFICERS, DIRECTORS, MANAGERS,
MEMBERS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, OR AGENTS SHALL BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR
ANY OTHER DAMAGE, LOSS (INCLUDING LOSS OF PROFITS OR LOSS OF DATA),
COSTS, EXPENSES, OR PAYMENTS ARISING FROM OR IN CONNECTION WITH (i)
YOUR USE OF, OR YOUR INABILITY TO USE, THE SERVICE, (ii) ANY FAILURE,
ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, (iii) ANY ERROR
EXISTING IN ANY INFORMATION OR GUIDANCE PROVIDED BY THE SERVICE, (iv)
YOUR RELIANCE ON THE SERVICE OR ANY CONTENT PROVIDED THEREIN, INCLUDING
CONTENT ORIGINATING FROM END USERS OR OTHER THIRD-PARTIES, (v) YOUR
COMMUNICATION WITH THE SERVICE OR WITH OTHER END USERS ON OR THROUGH
THE SERVICE, (vi) ANY DENIAL OR CANCELLATION OF YOUR USER ACCOUNT, OR
(vii) OTW’S RETENTION, DELETION, DISCLOSURE, OR ANY OTHER USE OR
LOSS OF YOUR CONTENT. BY YOUR ACCEPTANCE OF THE TERMS, YOU ACKNOWLEDGE
AND AGREE THAT YOUR SOLE REMEDY WITH RESPECT TO ANY OF THE FOREGOING
SHALL BE LIMITED TO OTW’S USE OF COMMERCIALLY REASONABLE EFFORTS
TO CORRECT ANY SUCH ERRORS, INACCURACIES, OR MALFUNCTIONS.
- WITHOUT LIMITATION TO THE FOREGOING,
OTW DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES RELATING TO THE
ACCURACY OF THE MAPS, CONTENT, ROAD CONDITIONS, DRIVING DIRECTIONS, OR
NAVIGATION ROUTES PRESENTED OR DISPLAYED IN OR BY THE SERVICE. BY YOUR
ACCEPTANCE OF THE TERMS, YOU ACKNOWLEDGE AND AGREE THAT
(i) YOU ASSUME FULL,
EXCLUSIVE, AND SOLE RESPONSIBILITY FOR THE USE OF AND YOUR RELIANCE ON
THE SERVICE, (ii) YOUR
USE OF AND RELIANCE ON THE SERVICE IS MADE ENTIRELY AT YOUR OWN RISK,
AND (iii) IT IS YOUR
RESPONSIBILITY TO COMPLY WITH ALL APPLICABLE LAWS (INCLUDING TRAFFIC
LAWS) WHILE USING THE SERVICE.
- Indemnity.
By acceptance of the Terms, you agree, to the fullest extent permitted
by law, to indemnify and hold harmless OTW and OTW’s members,
stockholders, employees, officers, directors, managers, and agents from
and against all claims, damages, expenses, losses, and liabilities,
including reasonable attorneys’ fees, that arise as a result of
or are otherwise attributable to your violation of the
Terms.
-
Governing
Law; Jurisdiction; Venue. The Terms
shall be governed by and construed in accordance with the
procedural and substantive laws of the State of Texas regardless of
any conflict of laws principles. Any proceeding arising with
respect to the validity, construction, enforcement or
interpretation of the Terms, and all issues relating in any matter
thereto, shall be exclusively brought in the United States District
Court for the Northern District of Texas located in Dallas, Texas,
or if federal jurisdiction does not pertain, in the state courts of
the State of Texas, in Dallas County. By your acceptance of the
Terms, you hereby submit and consent to the exclusive jurisdiction
of such courts for the purpose of any such proceeding and
irrevocably waive (a) any objection which you may now or
hereafter have to the laying of venue in such courts and
(b) any claim that any such proceeding brought in any such
court has been brought in an inconvenient forum. BY YOUR ACCEPTANCE
OF THE TERMS, YOU KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE,
AND UNDERSTAND THAT OTW IS RELYING UPON SUCH WAIVER, ANY PRESENT OR
FUTURE RIGHT TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY ARISING
OUT OF, OR IS IN RESPECT TO, THE TERMS OR YOUR OR OTW’S
PERFORMANCE THEREOF.
-
Binding
Effect; Assignment. The Terms shall
be binding upon, inure to the benefit of, and be enforceable by,
you, OTW, and yours and OTW’s respective successors and
permitted assigns. You may not assign the Terms, or any of your
rights or obligations thereunder, to any other person or entity
without the prior express written consent of OTW. OTW may assign
the Terms, or any of OTW’s rights or obligations thereunder,
at any time and in OTW’s sole and absolute discretion;
provided that (a) such assignment is to either (i) an affiliate or
subsidiary of OTW or (ii) a person or entity that acquires all or
substantially all of the assets comprising the Service and (b) such
assignee undertakes OTW’s obligations under the
Terms.
- Nature of Relationship;
Consideration. The Terms and your use of
the Service, including the your submission of Content (if any) to the
Service, do not, and shall not be construed as creating any
relationship, partnership, joint venture, employer-employee, agency, or
franchisor-franchisee relationship in any way and of any kind between
the you and OTW. Your use of the Service constitutes the sole and
sufficient consideration to which you are entitled for any Content or
other contributions you may make to OTW or the Service.
- Third Party
Beneficiaries. The Terms are not intended
to confer any rights or benefits on any persons or entities other than
you and OTW (other than such persons or entities for whom
indemnification is expressly provided pursuant to the Terms), it being
agreed that all third-party beneficiary rights (except with respect to
such indemnified persons or entities) are expressly denied.
-
Severability. If any provision
of the Terms is held to be illegal, invalid, or unenforceable under
present or future laws, such provision shall be fully severable,
and the Terms shall be construed and enforced as if such illegal,
invalid, or unenforceable provision never comprised a part of the
Terms; and the remaining provisions of the Terms shall remain in
full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance from the
Terms. Furthermore, in lieu of such illegal, invalid, or
unenforceable provision, there shall be added automatically as part
of the Terms a provision as similar in its terms to such illegal,
invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
-
Entire
Agreement. The Terms (a) embody the
entire agreement and understanding between you and OTW relating to
the subject matter of the Terms and (b) supersede all prior
agreements and understandings that may exist between you and OTW
relating to the subject matter of the Terms.
-
Interpretation. In the
interpretation of the Terms, except where the context otherwise
requires, (a) “including” or “include” does
not denote or imply any limitation, (b) “or” has the
inclusive meaning “and/or,” (c) “and/or”
means “or” and is used for emphasis only, (iv) the
singular includes the plural, and vice versa, and each gender
includes each other gender, (v) captions or headings are only for
reference and are not to be considered in interpreting the Terms,
and (vi) “Section” refers to a section of these General
Terms, unless otherwise stated.
-
Effect of
Waiver or Consent. A waiver or
consent, express or implied, to or of any breach or default by you
in the performance of your obligations under the Terms or with
respect to the Service is not a consent by OTW to or waiver of any
other breach or default in the performance by you of the same or
any of your other obligations under the Terms or with respect to
the Service. Any failure by OTW to complain of any act of
yours or to declare you in default with respect to the Terms or the
Service, irrespective of how long such failure continues, does not
constitute a waiver by OTW of OTW’s rights with respect to
such default until the applicable statute-of-limitations period has
run.
- Inquiries; Contacting
OTW. If you have any questions or concerns
regarding any of the terms or provisions of the Terms, you may contact
OTW via the “[Contact Us]” page located at
https://www.sircanav.com. Upon receipt
of your inquiry, OTW will use commercially reasonable efforts to
promptly address any questions or concerns you may have.
Last modified: 10/31/19