API TERMS AND CONDITIONS
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE “API” YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; WARRANTY IN SECTION 7; AND LIABILITY IN SECTION 8. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE OR DIGITAL MEDIA (e.g. CD OR GITHUB OR EMAIL) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT YOU MAY NOT USE THE API.
You affirm that you are more than 18 (Eighteen) years of age having sound mind, with free will and without any coercion or undue influence and fully able and competent to enter into the Agreement, Policies, terms, conditions, obligations, affirmations, representations, and warranties set forth in this agreement.
In this License Agreement, “API” means the FLEETCRM-ULACAB Application Programming Interface specification, any documentation in on-line or physical format, and related items.
“FLEETCRM-ULACAB” means the FLEETCRM-ULACAB application software programs (including FLEETCRM-ULACAB API Program or Software) and any updates thereof, including the FLEETCRM-ULACAB Booker Mobile, Web Reservation & Management, Driver Mobile App, Vehicle Types & Rates, Levelling, Casting & Dispatch, Booker, Driver, Supplier or Customer Account Management, Stored Wallet, Payment Gateway and Billing Transactions, and Accounting and Reporting Software & Programs.
“The Company” means Ulavi Technologies Pte Ltd, Headquartered at Block 72, Hougang Avenue 7, #09-10, Lobby A, The Florida, Singapore 538805.
“Customer Programs” or “Developer Programs” means your application programs designed to function with FLEETCRM-ULACAB Software products; and
“Developer (in-house or out-sourced),” “You,” and “Your” means and refers to any person or entity accessing or using this API.
“Customer” shall mean any entity that purchases and/or utilizes the FLEETCRM-ULACAB Software in the operations of its business.
The Company grants you a non-exclusive, non-transferable, revocable, royalty-free license to use the items in this API for the purposes of internally developing Developer Programs in connection with FLEETCRM-ULACAB Software products as further set forth in Section 3.
Under this License, You may use, modify, and merge the API with Developer Programs. Any modified or merged portion of the API Information is subject to this Agreement.
You may distribute derivatives of the API in object code format only as substantially modified and only as part of Developer Programs. The API Information shall be distributed to Your customers under the terms of Your standard End User License Agreement, provided it includes terms that are substantially similar to those applicable to the API Information, as described herein.
You are required to include The Company copyright notices on Developer Programs that include portions of sample code obtained from the API Information, except for those Programs in which You include a copyright notice reflecting the copyright ownership of Developer in such Programs.
You may use FLEETCRM-ULACAB Software or the documentation included in this API subject to End User Licenses or conditions stated on the documentation, respectively.
You may use API Information subject to Sections 3 and 4 below.
You may use the documentation, and the API Information solely for the purpose of development solely to create customized solutions for you, your company, as a developer, new or existing FLEETCRM-ULACAB Customers.
You may make a limited number of copies of the documentation to be used by Your employees or consultants for internal development purposes and not for general business purposes or for distribution by any means, and such employees or consultants shall be subject to this License Agreement.
You may distribute FLEETCRM-ULACAB Software with Your Developer Programs only under separate license from The Company.
The Company is under no obligation to provide any support under this Agreement, including upgrades or future versions of the API, FLEETCRM-ULACAB Software, or other items, to Developer, end users, or to any other party.
API INFORMATION USE RESTRICTIONS
You agree that you shall, for all Developer Programs already created and upon development of any new Developer Programs: (i) provide true, accurate, current and complete information about yourself, (ii) identify all traffic routed to the FLEETCRM-ULACAB servers through You or your Developer Programs, (iii) identify all Developer Programs available for download on any platform. (iv) limit your use of the API to developing Developer Programs to be used solely by Customers of FLEETCRM-ULACAB and only as a means for such Customers to access FLEETCRM-ULACAB Software, and (v) not store, share, or sell, whether in anonymized aggregate form or otherwise, any data collected from FLEETCRM-ULACAB Software using any Developer Programs.
You may not (i) include the FLEETCRM-ULACAB Software, the documentation, Information in their entirety in Developer Programs under this Agreement or (ii) sell, sublicense, rent, loan, or lease the FLEETCRM-ULACAB Software, the documentation, or API Information to any third party; provided, that you may develop Developer Programs which are custom application solutions for new or existing FLEETCRM-ULACAB Customers as set forth in this Section.
You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the FLEETCRM-ULACAB Software or API except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the FLEETCRM-ULACAB Software with another software program, and you have first requested FLEETCRM-ULACAB to provide the information necessary to achieve such operability and FLEETCRM-ULACAB has not made such information available.
FLEETCRM-ULACAB has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by FLEETCRM-ULACAB or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the FLEETCRM-ULACAB Software or is otherwise in contravention of this License Agreement.
With respect to the API Information, You agree that You will treat the API Information with the same degree of care as You accord to Your own confidential information which You exercise reasonable care to protect.
Your obligations under this section with respect to the API Information shall terminate when You can document that (i) it was in the public domain at or subsequent to the time it was communicated to You by The Company through no fault of yours, (ii) it was developed by Your employees or agents independently of and without reference to any information communicated to You by The Company; or (iii) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement.
You agree to protect the copyright and other ownership interests of The Company with respect to all items in this API. You agree that all copies of items in this API reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as appropriate and appear on or in the master items delivered by The Company in this API.
The Company and/or its suppliers retain title and ownership of the items in this API, the media on which it is recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated herein, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in this API.
This License Agreement is effective until terminated. The Company has the right to terminate Your License immediately if You fail to comply with any term of this Agreement. Upon any such termination, You must return all full and partial copies of the items in this API immediately to The Company.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
The Company licenses the API, documentation, and related items to You, Your, Developer only on an “AS-IS” and “AS-AVAILABLE” basis. With respect to the all elements of the API, including the API Information, documentation, and all other items used in the development of Developer Programs, The Company makes no representation as to their adequacy for any particular purpose or to produce any particular result. The Company shall not be liable for loss or damage arising out of this Agreement or from the distribution or use of FLEETCRM-ULACAB.
THE COMPANY AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PACKAGE, EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
The provisions of this section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the API after termination of this Agreement. In the event, if your country, some of the states or provinces do not allow the exclusion of implied warranties so the above limitations may not apply to You. You may have rights which vary from jurisdiction to jurisdiction. For further warranty information, You may contact The Company at the address provided above in Section-1.
LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THE COMPANY’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE FLEETCRM-ULACAB API OR THE BOOKING FEE PAID TO THE COMPANY FOR ANY FAILED TRANSACTIONS ON ACCOUNT OF MALFUNCTION OF THE FLEETCRM-ULACAB API, IF ANY.
In the event your country, some states or provinces that do not allow the exclusion or limitation of incidental, consequential, or special damages, so the above limitation or exclusion may not apply to you.
REPRESENTATIONS AND INDEMNIFICATION
You and the Developer represents, to the best of its knowledge and belief, that your Developer Programs do not directly or indirectly infringe the legal rights of a third party. You and the Developer further represents and warrants that all information provided by You and the Developer in connection with its use of the API is accurate and reliable.
You and the Developer acknowledges and agrees that, in the course of using the API to create Your Developer Programs, Developer may receive or have access to information that identifies or can be used to identify an individual or can be used to authenticate an individual. You and the Developer shall comply with the terms and conditions set forth in this Agreement in its collection, receipt, transmission, storage, disposal, use and disclosure of such personal information and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of such personal information under its control or in its possession by any person.
You and the Developer agrees to indemnify, hold harmless, and defend The Company from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from the use or distribution of Your Developer Programs containing the FLEETCRM-ULACAB API or any API Information, provided that The Company gives You and the Developer prompt written or email notice of any such claim, tenders to You and the Developer the defence or settlement of such a claim at Your or Developer’s expense, and cooperates with You, Developer, at Your and/or Developer’s expense, in defending or settling such claim.
You agree that any Developer Program that includes modified code from the API or API Information (i) will include in its license agreement a reference to applicable Singapore Government regulations which control licensing of software and (ii) will not be shipped, transferred, or exported into any country or used in any manner prohibited by the Singapore Export Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if any part of the API is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the API are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
All disputes arising out of or incidental to the Policies mentioned herein shall be settled by arbitration administered by the Singapore International Arbitration Center (SIAC) under its Own, Commercial, UNCITRAL Arbitration Rules. Arbitration shall be held in Singapore and conducted in accordance with the guidelines set by SIAC or any statutory modification or re-enactment thereof, by a sole arbitrator.
GOVERNING LAW AND JURISDICTION
Any dispute or claim arising out of or in connection with the Policies shall be governed by and construed in accordance with the law of The Singapore and the courts of Singapore, Singapore Shall have the exclusive jurisdiction to entertain any disputes.
You may not assign Your rights or obligations granted under this Agreement without the prior written consent of The Company.
None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of you, your agents, or employees, but only by an instrument in writing signed by an authorized signatory of The Company.
It is expressly agreed that a breach of Sections 3 or 4 of this Agreement may cause irreparable harm to The Company and that a remedy at law may be inadequate, therefore, in addition to any and all remedies available at law, The Company will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation thereof.
When conflicting language exists between this License Agreement and any other agreement included in this API, this Agreement shall supersede. If either The Company or Developer or Customer employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees.
You acknowledge that You have read this Agreement, understand it, and that it is the complete and exclusive statement of Your agreement with The Company which supersedes any prior agreement, oral or written, between The Company and You with respect to the licensing to You of this API. No variation of the terms of this Agreement will be enforceable against The Company unless The Company gives its express consent, in writing and signed by an authorized signatory of The Company.
The Company and the FLEETCRM-ULACAB logos are either trademarks or registered trademarks of The Company in Singapore and/or other countries.
You shall send support request that you may have regarding the use of the API to firstname.lastname@example.org and/or to any other specific email address allocated at the time of such engagements. For this purpose, the Company’s support team members who shall redress the support calls or discrepancies in a timely manner from the date of receipt of such emails.