2. DESCRIPTION OF SERVICES
The Comroads App is intended as a tool to enable users to easily access their Dash Cam ("Dash Cam" shall mean a camera device located in the user's vehicle designated to record the surroundings of the user while operating its vehicle), to view and manage content produced by such user's Dash Cam (the "User's Content") and to share User's Content with the our user community. The Comroads Web site is intended as a tool for managing your User's Content and to watch User Content shared by other members of our user community. We may share User's Content with third parties via commercial transactions ("Commercialized Content"). We shall do so only upon you granting us with the appropriate license as further detailed in section 7 to these terms.
We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Application and or on our website at http://comroads.com, and your continued use of the Website and / or Application thereafter means that you accept those changes.
4. ABILITY TO ACCEPT TERMS
The Application and the Website is only intended for individuals who are 18 years old at least or otherwise eligible to drive under the applicable law in their respective jurisdiction. In downloading the Application and using it you warrant that you comply with the above description. Comroads shall not conduct any kind of verification or additional inspection with this regard and you hereby release Comroads from any liability herein.
5. APPLICATION ACCESS
For such time as these Terms are in effect, we hereby grant you permission to visit and use the Website and the Application provided that you comply with these Terms and applicable law. When you download the Application onto your Device (as defined below) or browse the Website on your Device ("Device" shall mean any smartphone, Tablet or any other similar mobile device), we do not collect any personal information other than your email address and optionally your name. You agree to keep such information accurate, complete and up-to-date. Your failure to maintain accurate, complete and up-to-date information may result in your inability to use the Application or the Website or Comroads' termination of this agreement with you. You are fully responsible for all activity that occurs through the Application or the Website on your device.
6. SOFTWARE LICENSE
We reserve all other rights to: (i) the software embedded in the Application and in the Web site ("Software");(ii) any content on the Application and/or on the Website, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos (other than videos that are User's Content), interactive features, and services ("Content"); and (iii) any trademarks, service marks and logos contained therein ("Marks"), the Software, the Content and the Marks are the property of Comroads and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. Comroads or its licensors own and reserve all rights, title and interests in and to the Website, the Application, the Software, the Content and the Marks other than the rights explicitly granted to you to use the Application and the Website in accordance with these Terms. No title to or ownership of any proprietary rights related to the Website, the Application, the Software, the Content or the Marks, is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Comroads. You may not (i) remove any copyright, trademark or other proprietary notices from any portion of the Application or the Website; (ii) reproduce, modify, distribute, sell or lease any part of the services provided by our Application or Website; or (iii) reverse engineer or attempt to extract the source code of any software we provide, unless applicable laws prohibit these restrictions, or you have our written permission to do so.
7. COMMERCIALIZED CONTENT
7.1You retain ownership of any portion of User's Content that you create using the Application. However, by accepting these Terms and providing us with the user content, you grant Comroads a worldwide, perpetual, irrevocable, transferrable, license, with the right to sublicense, use, lease, sell, copy, modify, create derivative works of or distribute in any manner such User's Content provided by you, without further notice to or consent from you (the "User's License").
7.2By checking the relevant tick box in the Application or Website, you can grant Comroads with a User's License that also provides for your right to receive certain royalties from certain commercialization transactions as further described in these Terms (the "User's Royalties License").
7.3Upon such User's License we may: (a) share User's Content on any media venue including social media platforms for any purpose or intent ("Media Sharing"); and (b) sell access to User's Content to third parties ("Access Transactions").
7.4Upon such User's Royalties License we may also (without derogating from the above said and from the rights granted to us in the User's License) sell User's Content to external data bases, content providers and other third parties ("Content Transactions");
7.5All Users' Content that we may share by Media Sharing, Content Transactions or Access Transactions shall be completely anonymized, unless you choose to receive credit as creator of a specific Users' Content created by you. you may do so by switching the "Credit" button to "ON" mode on the settings page inside the application
7.6If you grant us with the User's Royalties License and we may sell Users' Content created by you within a Content Transaction, you shall be entitled to 70% of all revenues generated by us, attributed directly to your User's Content within such Content transaction ("Royalties").
7.7For you to receive the Royalties, you must first obtain a PAYPAL account and by accepting these Terms you hereby confirm that you own an active PAYPAL account.
7.8Your personal profile in the Application will show the amount (in USD) you are entitled to, always. When reaching a minimum threshold of USD 30, we shall transfer the outstanding balance that appears in your profile to your PAYPAL account, according to the account details, that you gave us while registering to the Application and or Website services.
7.9You hereby declare and confirm that you alone are responsible to settle and pay all taxes, commissions, charges and other payment that may be due to you as a result of accepting the Royalties. You hereby release us from any claim or demand with this regard.
7.10You can choose to accept these Terms and not to grant us the User's Royalties License at any time by un-checking the said tick box in the Application or Website.. In such an event we shall not use any Users' Content created by you in Content Transactions and you shall not be entitled to any Royalties or any other compensation from us.
7.11You represent and warrant that neither the User's Content nor your submission, uploading or otherwise making available of such User's Content or Comroads' use of the User's Content as permitted and licensed herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User's Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful or otherwise offensive, as determined by Comroads in its sole discretion, whether or not such material may be protected by law. Although we are not required to do so, we may access, review and delete User Content at any time, including to assess whether it violates these Terms.
You shall not: (i) copy, distribute or modify any part of the Application or the Website without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Application or to the Website; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Application; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Application or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Application; (vi) use the Application or the Website while driving in a manner that might danger yourself and/or your surroundings or otherwise breach any transportation law.
9.SUSPENSION AND TERMINATION
We reserve the right to suspend or terminate your access to the Web site or to the Application at any time in our sole discretion, with or without cause or notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Application or the Website due to: (a) an actual or suspected violation of these Terms; (b) use of the Application or the Website in a manner that may cause Comroads to incur legal liability or disrupt others' use of the Application or the Website; (c) the suspicion or detection of any malicious code, virus or other compromise of the security of the Application or the Website by you; (d) scheduled or recurring downtime; or (e) unplanned technical problems and outages. If, in our determination, the suspension might be indefinite, or we have elected to terminate your access to the Application or to the Website, Comroads will use commercially reasonable efforts to notify you through the Application or by email to the email address you provided when downloading the Application or registering to the Website. You acknowledge that if your access to the Application or the Website is suspended or terminated, you may no longer have access to the data that are stored through the Application or the Website (locally stored video will remain intact). notwithstanding the aforesaid, you shall still be entitled to Royalties, subject to the provisions of section 7 of these Terms, during any suspension or termination, for as long as we shall generate revenues from any Commercialized Content created and licensed to us by you, provided that such suspension or termination shall not be due to the above sections (a) (b) or (c).
COMROADS PROVIDES THE APPLICATION AND THE WEBSITE “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMROADS MAKES NO – AND SPECIFICALLY DISCLAIMS ALL – REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE APPLICATION WILL BE ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE DATA YOU PROVIDE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11.LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMROADS, ITS OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, PROFITS OR REVENUE), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF COMROADS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF COMROADS, ITS OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, RELATING TO THE APP WILL BE LIMITED TO THE GREATER OF USD 100 OR THE AMOUNT YOU PAID COMROADS, IF ANY, IN THE LAST 12 MONTHS. THE LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF WHETHER THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
To the extent permitted by law, you will defend, indemnify and hold Comroads, its officers, employees, agents or suppliers harmless from any and all claims, demands, losses, liabilities and expenses (including costs and attorneys' fees) made by any third party due to or arising out of (i) your violation of these Terms, or (ii) your violation of any law or the rights of any third party. Comroads reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Comroads, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Comroads prior written consent. Comroads will use reasonable efforts to notify you of any such claim or demand that is subject to your indemnification obligation.
You and Comroads are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Comroads. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Comroads.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Comroads without restriction or notification to you.
These Terms and the relationship between you and Comroads shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffe, Israel, and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Comroads may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Comroads concerning the Application. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE APPLICATION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
If you have any questions about these Terms, please contact us by email at firstname.lastname@example.org