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.

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.  

6. 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.

7. 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:

1.  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.

2. 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.

3. 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.

4. 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.

5.  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.

6. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. Warranties and Disclaimers; Limitation of Liability.  

7. 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.

8. 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.

9. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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