Terms and Conditions
TERMS AND CONDITIONS
You are viewing these Terms and Conditions (“Ts&Cs”) because you are preparing to download, install, access and use the HUB Driver Utility Application (hereinafter referred to as the “Mobile App”), which shall include all of the tools, templates, interfaces, wireframes and the mobile apps and the contents (such as and audio and visual information, forms, documents, cartography, data and services) contained in or made available to you from the Mobile App. As used in these Ts&Cs, the terms: “you”, “your” and their variants mean the company, entity or person who has the right to install, access and use the Mobile App by virtue of its customer relationship with HUB Truck Rental, Corp. (“HUB”), which has been granted permission through a licensing agreement by the owner of the Mobile App, doForms, Inc., to offer the Mobile App to its customers; “doForms”, “we” and “our” means doForms, Inc., having a principal place of business at 14 Commerce Drive, Suite 100, Cranford, New Jersey 07016 or its affiliated companies. Capitalized terms used in these Ts&Cs, other than those capitalized for grammatical reasons, are defined in the Section in which they are first used as indicated by bold type. This English language version of these Ts&Cs is the controlling version regardless of any translation.
- Registration; Account Creation. In order to use the Mobile App and exercise your rights under the License granted below, you will have to register and create an account (an “Account”). In doing so, you will: (a) submit only complete and accurate information (the “Account Information”); and (b) maintain and promptly update your Account Information if it changes. During the registration and Account creation process we will, among other things, assign to you a private location on our web site under the mydoforms.com domain (each, an “Account Domain”). You will be issued credentials, typically in the form of an unique user identification and a password, to authenticate your right to access the Account and Account Domain (collectively, your “Account Credentials”). Your commitment to maintaining the strict confidentiality of your Account Credentials is a material condition of your right to access the Account Domain and use the Mobile App. You must not allow others to use your Account Credentials or access your Account Domain and you agree to: (i) immediately notify us of any unauthorized use of your Account Credentials or any other breach of security related to the Account Domain or Mobile App; and (ii) ensure that you log-off and exit from your Account at the end of each session. You are responsible for all activity that occurs under your Account Credentials. You are responsible for notifying us if you desire to cancel your Account. The Mobile App is intended solely for access and use by individuals who are thirteen (13) years of age or older and have agreed to the Governing Conditions. By accessing and using the Mobile App, you represent that you are at least thirteen (13) years old. If you are between the ages of thirteen (13) and eighteen (18), your parent or legal guardian must review and approve these Ts&Cs on your behalf.
- License Rights. Subject to the terms and conditions of these Ts&Cs, we grant you a personal, revocable, non-exclusive, non-assignable, non-transferable license (for use on a single mobile device only) to permit you, your employees and subcontractors during the License Term to access, display and use the Mobile App from the Account Domain or via our mobile application solely to create User Forms to be used in connection with your lawful internal business activities (the “License”). Your rights under the License also include the right to access, download, display and print the Documentation provided for the Mobile App, if applicable, as reasonably required in connection with your authorized use. “Documentation” means the online help and user guides we may publish and update from time to time and make available to authorized licensees. Please review carefully and take notice. As set forth above, the License is for use of the Mobile App on a single mobile device. If you allow any other person to use your Account Credentials to access the Mobile App or if you use or allow your Account Credentials to be used to access the Mobile App with more than one device, doForms will not only immediately terminate your License but will also pursue its rights under applicable law. You will be responsible for any and all costs (including reasonable attorneys’ fees) incurred by doForms for any legal recourse it may take to enforce this provision.
- License Scope, Restrictions and Conditions. (a) Scope. The License rights are non-exclusive such that we may grant to others or reserve for our own use, rights that are the same as or similar to those we grant to you. All rights not expressly granted to you are reserved by doForms and its licensors. The License has a limited term and will expire at the end of that License Term. Each License is personal to you and thus is non-transferable, non-assignable and non-sublicenseable. (b) Restrictions. Neither you nor any of your employees or subcontractors shall: (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable local laws specifically prohibit such restriction), or create derivative works based on, or improvements of the Mobile App; (ii) make any copies of the Mobile App; (iii) create Internet “links” to the Mobile App or “frame” or “mirror” the Mobile App thereon on any other server or wireless or Internet-based device; (iv) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Mobile App in any way; or (v) access the Mobile App or the information contained therein in order to build a similar or competitive product or service or attempt to access the Mobile App through any unapproved interface. (c) Conditions. You are responsible for the acts of and omissions of all employees and subcontractors who access and use the Mobile App under the License. You acknowledge that the Mobile App may contain features and functionality (including codes that act as keys to “lock” and “unlock” access to the Mobile App) designed to render the Mobile App technologically incapable of being used except as permitted by these Ts&Cs. You must not remove, modify or obscure proprietary rights notices that we place on the Mobile App or Documentation. This means that if you print any portion of the Documentation, you must reproduce and prominently display our copyright and similar rights notices. You must comply with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Mobile App, including those related to data privacy, international communications and the transmission of technical or personal data. You also must notify doForms immediately of any unauthorized use of the Mobile App or any other known or suspected breach of security of the Mobile App or your Account. You may not use the Mobile App if you are a direct competitor of doForms, except with doForms’ prior written consent, and doForms reserves the right to deny any person access to the Mobile App or Service and Information. In addition, you may not use the Mobile App for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. (d) Export; Government Access. The Mobile App may be subject to restrictions and controls imposed by the United States Export Administration Act and other applicable transfer control and prohibited person laws and regulations of the United States and other jurisdictions (collectively the “Export Laws”). You will not import or export the Mobile App except as permitted by Export Laws. If you are required to provide a government or regulatory body with access to the Mobile App, then such access must be subject to this Section and your confidentiality obligations and subject to our rights and your obligations with respect to us as your third party licensor under FARS and DFARS (or their successor regulations).
- License Fees. There shall be no fee for the License for download, access or use of the Mobile App; provided, however, that doForms may charge for use of the Mobile App at a later date.
- Remote Access and Support. From time to time, doForms may need to communicate with your device via remote access for the maintenance and support of the Mobile App. Such access may include accessing, viewing and transferring diagnostic log files, checking the version of the Mobile App installed on your device(s) and implementing updates, as applicable. The Mobile App, in the form delivered to you, does not capture, and the log files are not intended to contain, any proprietary information about you, your employees or the User Forms you create using the Mobile App. Your right to receive, and doForm’s ability to provide the maintenance and support for the Mobile App is predicated upon you maintaining such connectivity and otherwise reasonably cooperating with doForms. Please note that in connection with doForm’s mobile communications access, carrier rates for phone, data and text messaging may apply. Due to the inherently open and unpredictable nature of mobile communications, use of the Mobile App may be subject to certain limitations, availability, delays and other similar problems. doForms is not responsible for any damages resulting from such problems. The Mobile App may also include global positioning system (GPS) data and cartographic data. You understand and acknowledge that GPS location data and the cartographic data may not be accurate or complete or up to date. The Mobile App shall never be used for navigation.
- New Releases; No Support Services. We may from time to time develop and make generally available new releases of the Mobile App containing new features or functionality or modifications, bug fixes or enhancements to the Mobile App’s existing capabilities. These Ts&Cs and all of the terms of the Governing Conditions hereof apply to all such releases even if we do not separately require you to provide re-confirmation of your assent.
- Intellectual Property; Third Party Content. (a) Ownership. As between you and doForms, all intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets) and moral rights (including rights of authorship and modification) throughout the world in and to the Mobile App and Documentation and all of their derivative works and improvements are owned or licensed by, and are proprietary to, doForms. Without altering the foregoing, we make no claims to the User Forms themselves, however. You may elect to designate certain User Forms as “Public Forms” so that they may be shared freely with and among other users of the Mobile App. You agree that by designating a User Form as a Public Form you grant doForms and other users of the Mobile App an unrestricted, perpetual, transferable, worldwide, royalty-free license to the form, and you certify that you are the owner of the form or have the rights to grant such license. You are prohibited from using our and our products’ names, brands or logos in any manner other than as required by these Ts&Cs with respect to copies of the Documentation. Neither these Ts&Cs or the License is a sale and does not convey to you any rights of ownership in or related to the Mobile App or Documentation. (b) Third Party Content. The Mobile App may require use of software code, data, or other content owned by and licensed from third parties which includes the Apache License (http://www.apache.org)(the “Third Party Content”). When we include Third Party Content as part of the Mobile App, we provide it to you on either a sublicense or pass-through basis subject to the separate terms and conditions of its owners and licensors. We do not have the authority to modify those terms and conditions. We do, however, warrant that we have the authority to grant you the rights granted under each License, even to the extent we provide Third Party Content in the Mobile Act.
- Term and Termination. The License becomes effective upon acceptance of these Ts&Cs and the governing Conditions and continue unless terminated by doForms under this Section. The License granted hereunder, will terminate immediately and without notice to you if you or, if applicable, any of your employees, agents or subcontractors, fail to comply with any term or condition of these Ts&Cs or the Governing Conditions or in any way infringe on doForms’ intellectual property rights. The License granted hereunder to you will also terminate in the event the Licensing Agreement between doForms and HUB terminates or expires for any reason. Upon any termination or expiration of the License. you and, if applicable, all of your employees, agents and subcontractors: (a) shall immediately discontinue all use of the Mobile App and Documentation; and (b) immediately return or destroy (as determined by doForms) the Mobile App and Documentation, together with all copies, and certify to such return or destruction in writing.
- User Data. Information and data that you load in the Mobile App (“User Data”) is owned by you. You, not doForms, shall have sole discretion as to the User Data entered into and used with the Mobile App. Accordingly, you have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and the right to use all User Data. doForms shall not be responsible or liable for your deletion, destruction, damage, loss or failure to store User Data. Certain types of information are subject to special regulation which would give rise to specific data handling requirements under applicable laws and regulations (“Regulated Information”). doForms does not intend to receive Regulated Information and shall not be responsible for any requirements therefor. When the License expires or terminates, doForms will continue to hold User Data online for thirty (30) days and make it available to you for export in our native format to your own systems. You acknowledge that doForms has no obligation to so retain, and may delete User Data thirty (30) days after expiration or termination.
- Confidential Information. The Mobile App is protected by intellectual property laws and our disclosure of them to you and your use thereof is governed by the License. In the course of doing business with us, we necessarily may disclose to you pricing information, information regarding performance of the Mobile App and strategic direction, and for reference checking or other purposes, the identities and details of our relationships with other licensees and our third party suppliers (“Confidential Information”). You shall not: (a) use the Confidential Information, including internally within your own organization, except to the extent necessary to operate the Mobile App; or (b) disclose the Confidential Information to any third party without the express written consent of us, except to those with a need to know who have signed an agreement at least as protective of the Confidential Information as these Ts&Cs. You always shall handle Confidential Information with at least reasonable care and shall be responsible for the actions of those persons to whom disclosure is made. The non-use and non-disclosure obligations under this Section shall not apply to Confidential Information demonstrated by reasonable contemporaneous written evidence to be: (i) already known or independently developed prior to receipt; (ii) lawfully made available to the public by us without restriction or breach of confidentiality obligation; or (iii) lawfully independently obtained from a third party. If you are required by a court to disclose the Confidential Information, so much as is legally required may be disclosed but only after providing us with written notice and reasonable assistance in obtaining and enforcing means of safeguarding the Confidential Information. If you have previously entered into a non-disclosure or other agreement for confidentiality with doForms, this Section shall supersede such agreement with respect to the Mobile App.
- Warranties, Disclaimers and Liability. doForms makes no representations, warranties or guarantee (express or implied) (a) as to the quality, accuracy, completeness, performance or fitness of any al;ert, article, view, video, information, advice, tool, calculator, analysis, report, data, content news, statistic, comment, feedback or advertisement provided on or through the Mobile App (collectively, the “Services and Information”); or (b) that the Mobile App or Services and Information are free from infection by viruses or other code or computer programming or anything else which has contaminating or destructive properties. The Services and Information provided on or through the Mobile App are for general guidance and information purposes only and they do not in any manner indicate any assurance, advice or opinion of any manner whatsoever. We are not responsible for: (i) User Forms; (ii) User Data; (iii) matters related to causes external to the Mobile App including failures of the mobile devices or any product into which it is embedded; (iv) your use of the Mobile App in a manner or on or in conjunction with third party components that do not conform to our specifications; (v) any defect or non-conformity with respect to Mobile App or the Services and Information or errors and omissions or results obtained from use of the Mobile App or the Services and Information; or (vi) any errors, omissions or representations made by any third party who may submit advertising or other materials on any of the pages or links on any of the pages associated with or related to the Mobile App. The Mobile App may contain certain “open source” or other third party code. We provide no warranties with respect to such code. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT AND THOSE CONFERRED BY UCITA OR SIMILAR LAWS. WE DO NOT WARRANT THAT THE MOBILE APP WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. THE MOBILE APP IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT be liable for ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, reliance OR PUNITIVE damages OR LOST OR IMPUTED profits OR LOST DATA. You will defend, indemnify and hold us, our third party licensors and each such party’s parent organizations, affiliates officers, directors, employees, attorneys and agents harmless from all claims, causes of action and all damages, costs and expenses (including reasonable legal costs) arising from (x) User Data and/or User Forms infringing the rights of, or causing harm to, a third party; and/or (y) your breach of these Ts&Cs or the Governing Conditions. These limitations and exclusions apply to all claims or causes of action under whatever theory brought and whether or not we were advised of the possibility of the claim.
- Assignment and Transfer. You and your employees and subcontractors are prohibited from transferring, assigning or sublicensing any right under these Ts&Cs or from otherwise providing the Mobile App to or permitting its use by anyone else.
- Notice. doForms may provide notices to you via the e-mail address provided in your Account Information. We will provide copies of notices of breach via reputable overnight courier. Notices to doForms will be provided via reputable overnight courier to the address specified above with “ATTENTION: [your name] Account” in the address. All such notices by either party shall be deemed given three business days after being sent.
- Governing Law; Miscellaneous. The laws of the State of Delaware and the federal laws of the United States will govern these Ts&Cs without regard to or application of the principles of conflicts of laws. All disputes between the parties shall be brought in the courts of the State of New Jersey or the Federal District Courts sitting in the State of New Jersey and such courts shall have exclusive substantive and procedural jurisdiction. Section headings are used for convenience of reference only. Failures in performance beyond our reasonable control are excused. Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent and remaining provisions shall not be affected. No joint venture, partnership, employment, or agency relationship exists between you and doForms as a result of these Ts&Cs or use of the Mobile App. Waiver of a breach is not waiver of other or later breaches. It is your responsibility to ensure that your contact and account information (including your email and billing addresses) are current and correct, and you must promptly notify doForms in writing of any changes to such information. By entering into these Ts&Cs, you grant permission to doForms to use your company name and logo for the limited purpose of identifying your organization as a doForms’ customer. These Ts&Cs and the other Governing Conditions are the entire agreement between the parties with respect to the Mobile App, supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter and cannot be amended or modified except by written agreement. These Ts&Cs may be modified by doForms from time to time at its sole discretion. Each updated or supplemented version shall supersede the prior version.