This Otonomo Vehicle Data Platform Terms of Service (the “Terms“),constitute a binding agreement between you, the entity accessing or using the Otonomo’s Vehicle Data platform (“Otonomo Platform” and/or “Marketplace”) and the Otonomo vehicle-data which Otonomo will provide or allow access to you under these Terms and pursuant to the service created (“Marketplace Data” and collectively, the ” Otonomo Services”), during the term of these Terms (“Term”).The term “you” shall refer to Customer or Users, as applicable.
By creating an account, clicking your acceptance to these Terms, or by using the Otonomo Platform you signify that you have read and agree to be bound by these Terms and that you have the full authority to enter into and bind the Customer to these Terms.
By providing your information and registering to the Otonomo Platform you consent to Otonomo sending you marketing emails regarding the Otonomo Platform and related services.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT THEN YOU MAY NOT USE THE OTONOMO PLATFORM AND ITS OFFERED SERVICES.
To access and use the Otonomo Platform, you will be asked to create an account. As part of the account creation process, you will be asked to provide your corporate email address and create a password. When registering an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process (“Registration Information”). You must also keep that information true, accurate, current and complete after you create your account.
You are obligated to keep the password protected from third party access in order to prevent misuse of your account. Any uses via the account will be attributed to you as the registered user. You have the option to change the account password at any time in order to help prevent misuse of the account. You agree to notify Otonomo immediately upon learning of any unauthorized use of your account or any other breach of security of your account.
To use the Services you must meet the following criteria and represent and warrant that you are at least 18 years or older and that you have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party or any applicable law.
- Right of Use
- Subject to your payment of all due fees, Otonomo grants You a non-exclusive, fee-based, non-transferable, non-sublicensable, right to access the Otonomo Platform and use the Marketplace Data during the Term, solely for the purposes indicated on the workspace created and as may be further specified under otonomo.io (“Purposes”) and in accordance with these Terms. Customer is responsible to choose and define the appropriate and accurate use case on the workspace and to use the data solely for the use case selected. Customer may allow its employees, consultants, contractors and agents (“Customer Users”) access and use of the Services on Customer’s behalf, provided that: (i) Customer Users are aware of and compliant with the terms, restrictions and obligations as set forth in these Terms, (ii) Customer Users are bound by a non-disclosure agreement that is no less restrictive than the confidentiality terms under the terms of these Terms, and, (ii) Customer assumes full responsibility for all acts and omissions of Customer Users in relation to their use of the Services.
- Sample Data: these Terms shall apply also in cases where you receive sample data from Otonomo. Any such sample data shall be used for Customer internal evaluation purposes only, no commercial use allowed, and only for the limited duration stated when sample is shared and for the designated use case.
- Derivative Data: Otonomo acknowledges that unless otherwise specifically stated when a specific workspace is created, Customer may use the Marketplace Data, on an anonymized basis and aggregated with data from other sources, (collectively “Derivative Data”), which Customer may incorporate into its own products and services for the Purposes of the Service created, provided that such Derivative Data will not include identifiable data or data which can be attributed to a specific Data Provider and/or to Otonomo. For the purpose of these Terms, ‘aggregated’ data means cumulative or statistical measurements and analysis, stored and processed in a manner which cannot be linked or attributed to an individual.
- Any other use of the Otonomo Platform not set forth herein shall be excluded from the scope of this right of use. In particular, You are not authorized to use names, trademarks, company marks, logos or other components of the platform or Otonomo outside the legally permitted free use.
- Usage Limits and Changes to API
- From time to time, Otonomo may monitor Your and other users’ usage of the Otonomo Platform and may place limits on access to the Otonomo Platform or Otonomo Services (e.g., limits on numbers of calls or requests made through APIs), either generally or with respect to you specifically. You agree to comply with these limits. The number of API Calls you will be permitted to make during any given period may be limited. Otonomo will determine usage limits based on various factors. You will not be allowed to make API Calls that exceed the usage limits.
- We will try to ensure that future versions of our APIs are backwards compatible to at least the previous version to the extent reasonably possible. We may modify or update our APIs from time to time. We may, in our sole discretion, charge you for API calls that exceed the call limits or terminate your access to the API. We limit the number of API calls we permit you to make using the trial data service. If we believe that you have attempted to exceed or circumvent these limitations, we may temporarily or permanently block your ability to use APIs or the Otonomo Platform.
- You agree that we may collect certain usage data and information related to your use of our APIs and the Otonomo Platform, and that we may use such usage data for any business purpose, internal or external.
- Service Fees
- In consideration for the right to use the Services under these Terms, Customer will pay Otonomo Service fees in the amount and payment terms as stated in Otonomo Pricing Page. Customer will be responsible for payment of any applicable taxes payable in connection with the Services, including without limitation all sales, value added and other similar taxes but excluding taxes based on Otonomo’s net income.
- Customer will keep, at its normal place of business documentation and reports about Customer’s and Customer Users’ access to the Marketplace Data, including documentation showing what the Marketplace Data was used for, that will cover at least a period of twelve (12) months prior to then current date (“Data Records”). Customer will ensure that the Data Records are sufficiently detailed, accurate and up-to-date. Otonomo will have a right, directly or by an independent auditor, to audit Customer’s compliance with its obligations under these Terms. If an audit reveals non-compliance on Customer’s part, Otonomo will inform Customer accordingly and Otonomo may, in addition to any other remedy under this Agreement, at its sole discretion, either require Customer to ensure compliance without undue delay and suspend the Services until such failure to comply will be rectified. In cases of significant non-compliance, Customer will bear the costs of the audit.
- Limitation on Use
- You may not use or access the Otonomo Platform and Services if you are a direct competitor of Otonomo unless explicitly agreed by Otonomo in writing. Furthermore, you may not use or access the Otonomo Platform and Services for benchmarking or any other competitive purpose.
- Unless expressly agreed otherwise, Customer may not: (i) use any sample data provided to him for commercial purposes; (ii) use or permit others, to use the Services in any manner not explicitly permitted under these Terms; (iii) resell, distribute, rent, lease, license, transfer, lend, display or assign the Services; (iii) decompile, reverse engineer, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code underlying the Otonomo Platform or the Otonomo Services (iv) use the Services in connection with any individual credit, employment or insurance decisions, except as permitted under and in compliance with the applicable law, or to create or contribute to a “consumer report” as set forth under the applicable law; (v) interfere with or disrupt the integrity or performance of the Services; (vi) attempt to gain unauthorized access to the Services or their related systems or networks, or systematically access the Service using ‘bots’, ‘crawlers’ or ‘spiders’; (v) copy, frame or mirror the Services, except as specifically required for the Purposes; (vii) use the Services to develop or offer a similar Service to the Services; (viii) use Derivative Data which includes identifiable data or data which can be attributed to a specific Data Provider; or (ix) circumvent any security means or access control technology included in or with the Otonomo Platform. The above restrictions will survive as long as Customer retains Marketplace Data. Customer will promptly notify Otonomo upon becoming aware of any unauthorized use of the Marketplace Data by Customer or by Customer’s Users and will take all necessary actions to cease such unauthorized use. Otonomo may suspend the Services until such unauthorized use ceases.
- Lawful Use Only
Customer will not use or allow others to use the Services for any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate applicable laws, rules and regulations including, without limitation, laws, rules and regulations governing privacy, direct marketing, telemarketing, do-not-call registries, spam, export control, consumer protection, unfair competition, unfair or deceptive trade practices and false advertising.
- To the extent applicable you undertake to comply with the Otonomo Marketplace Privacy and Security Statement (the “Privacy Statement”) when using and processing personal information in connection with the activities under these Terms. The Privacy Statement serves as an integral part of these Terms.
- Notices and Consents
Otonomo confirms that to the extent applicable it received or will receive prior to Customer’s use of the Marketplace Data by Customer, all necessary assurances and representations that the relevant identified or identifiable individuals to whom the Marketplace Data relates (“Individuals”), received appropriate disclosures and notifications, including for the use, distribution and data transfer of personal data related to such Individuals, under the terms of this Agreement, and to the extent required under the applicable law – the Individuals provided appropriate consents. Notwithstanding, Otonomo may inform Customer in writing that as a condition for using the Marketplace Data, Customer must provide the relevant Individuals with additional notices and receive their consents, as required by applicable laws. Following Otonomo’s written notice, Customer must provide the notices and receive the consents, as a condition for using the Marketplace Data.
- De-identified and Excess Data
Customer may not derive, or attempt to derive, either directly or indirectly, the identity of an Individual from any data-set included in the Marketplace Data. Customer will promptly notify Otonomo if Customer discovers that it has received access to Marketplace Data of a different scope than that described in these Terms and the respective Service created. Customer will promptly notify Otonomo, if Customer received any Marketplace Data containing information defined as personally identifiable information or personal data under the applicable laws of the jurisdiction in which the relevant Individual resides or the data is processed and will promptly follow Otonomo’s instructions to completely and permanently delete such data.
- Confidentiality and Security
- You will maintain strict confidentiality of the Services. You will not make copies of the Marketplace Data, except as necessary to use the Services for the Purposes and under the terms herein. Customer Users may access the Services as required and subject to the confidentiality terms herein. Customer will use appropriate technical and organizational measures to secure the Marketplace Data and in a manner no less protective than the measures that Customer uses to protect Customer’s own similar assets, but in no event less than reasonable care and as required under the applicable law. Customer will not disclose any non-public information related to the Services, or have it disclosed, directly or indirectly, to any third party without Otonomo’s prior written consent. If Customer is compelled by law to disclose the Marketplace Data or any information related to the Services, Customer will promptly provide Otonomo a prior notice of such compelled disclosure (to the extent legally permitted) and will further provide Otonomo with reasonable assistance in obtaining an order protecting the Services from disclosure. Customer will disclose only the information related to the Services which is required by law to be disclosed and avoid disclosure of any excess data. The obligations of this Section will survive termination or expiration of these Terms and continue for three (3) years from the date of expiration or termination of these Terms. Notwithstanding, Customer will maintain the confidentiality of any trade secret embodied in the Services for so long as it remains a trade secret. Unauthorized use or disclosure of Otonomo’s confidential information may result in an immediate and irreparable injury to Otonomo or its affiliates, for which monetary damages may not be adequate. If any use of Services violates or, in Otonomo’s reasonable discretion, is likely to violate these Terms, Otonomo will, in addition to any other rights and remedies available to Otonomo under the applicable law, will be entitled to equitable relief, including temporary and permanent injunctive relief and specific performance.
- Customer acknowledges and agrees that Otonomo is entitled to disclose its name and the fact that he is a Customer of Otonomo in order to enable provision of Sample Data and/or Marketplace Data and if applicable get required approval from Otonomo’s Data Providers.
You may from time to time provide Us with suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Otonomo Platform, and/or the Otonomo platform and service. We will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with Our platform and services.
- Intellectual Property
Otonomo retains sole ownership in all rights, title and interest related to the Services, and any modifications, enhancements and additional results related to the provision of Services and any ancillary services related thereto by Otonomo to Customer. This Agreement or any of the respective Annexes does not provide Customer any ownership rights in the Services.
- Suspension of Use
Otonomo is entitled to suspend your right of use if it has sustainable reasons to believe that the you have misused the Otonomo Platform.
- Term and Termination
- These Terms will enter once an account is created and will continue until it has been duly terminated in accordance with these Terms hereof (the “Term“).
- Either party may terminate this Agreement upon prior written notice of thirty (30) days.
- At any time during the Term each party may immediately terminate this Agreement, if the other Party breaches these Terms and does not cure the breach within fourteen (14) days after receiving a written notice by the first Party about said breach.
- Upon termination or expiration of this Agreement, Customer will immediately cease any use of the Platform and Services and will promptly and permanently delete all copies of the Marketplace Data from all Customer’s information systems and databases, including back-ups and disaster recovery sites signed by an authorized representative of Customer.
- Notwithstanding the foregoing and unless otherwise specified under the applicable Data Details and Specification Annex Customer may continue to use, prepare, sell and license Derivative Data incorporated into its products and services following the termination of this Agreement or any of the respective Annexes provided that the Marketplace Data cannot be extracted in any way and by any means from the Derivative Data and cannot be identified as a source for the Derivative Data.
- Mutual Warranty. We and You represent and warrant to each other that it has procured the necessary agreements, permissions and rights of use, to execute, enter into, and perform its obligations under these Terms.
- Otonomo Warranty. Otonomo represents and warrants that it has procured the necessary agreements, permissions and rights of use, to execute, enter into, and perform Otonomo’s obligations under these Terns including the authority to permit Customer to use the Services under the Terms herein. Otonomo further warrants to use commercially reasonable efforts to provide the Services diligently and efficiently. However, certain risks are nevertheless inherent to the transmission and provisions of the Services. Otonomo does not warrant that the Services will be provided in an uninterrupted or error-free manner. Customer acknowledges that the Marketplace Data is derived from Otonomo’s Marketplace partners and may be incomplete or out-of-date and may contain errors, omissions and inaccuracies. if the Services are held to, or Otonomo reasonably believes that the Services are likely to be held to infringe a copyright, patent, trade secret, or other third-party right, Otonomo will have the right, at Otonomo’s sole discretion, to: (i) substitute or modify the Services or any portion thereof so that it is non-infringing; or (ii) obtain a right, license or permission to continue providing the Services. Except for any warranty specifically granted herein, the Services are provided hereunder “as is” and “as available” without additional warranty of any kind.
- Customer Warranty. Customer represents and warrants that Customer will restrict any use of the Marketplace Data only to permitted and lawful purposes and the specific Services he created and will abide by the limitations of use of the Marketplace Data – all pursuant to the terms of these Terms and limitation specified while creating a Service in the Otonomo Platform.
- No Other Warranties. Except for any warranty specifically granted under these Terms and the Parties’ commitments under the Privacy Statement, to the maximum extent permitted by law, the Parties, the Parties’ affiliates and any person on a Party’s behalf, expressly disclaim any and all warranties, conditions, representations and guarantees with respect to these Terms, whether express or implied, arising by law, custom, prior oral or written statements, or otherwise, including, without limitation, any warranty of merchantability, accuracy, completeness correctness, fitness for a particular purpose or non-infringement. No representation or other affirmation of fact, including, without limitation, statements regarding capacity or suitability for use or performance of Marketplace, Provider’s Data and the usage thereof, whether made by a Party’s employees, contractors, or otherwise, which is not contained in these Terms, will be deemed to be a warranty by the Party for any purpose, or give rise to any liability of the Party.
- Limited Liability. To the maximum extent permitted by the applicable law, a Party, including a Party’s employees, directors, shareholders, advisors, third party services providers and anyone acting on a Party’s behalf, will not be liable for any, direct (except as provided hereinunder), indirect, incidental, consequential, special or punitive damages, or any loss of profit, or expenses of any kind, arising from, or in connection with these Terms, whether such liability is asserted on the basis of contract, tort or otherwise. A Party’s aggregated liability for direct damages only, as a result of gross negligence or willful misconduct by a Party, or anyone on a Party’s behalf, and the other Party’s sole remedy, caused in connection with a specific Service will not exceed the fees actually paid by Customer to Otonomo under that specific Service within in the twelve months preceding the occurrence of the claimed damage.
- Indemnification. Each Party undertakes to indemnify and hold the other Party harmless from and against third party court actions or written demands (“Claims”) arising directly out of the indemnifying Party’s breach of a warranty under these Terms or a commitment under the Privacy Statement. The indemnifying Party’s indemnity will cover damages, costs and expenses, including reasonable attorneys’ fees that the indemnified Party will incur in responding to Claims. The indemnifying Party’s obligation under this section will apply provided that: the indemnified Party notifies the indemnifying Party in writing about a Claim, promptly after becoming aware of the Claim; gives the indemnifying Party the right to control and direct the investigation, preparation, defense, trial and settlement of the Claim; that the indemnified Party will not make any admission of liability, agreement or compromise in relation to the Claim without the indemnifying Party’s prior written consent; that the indemnifying Party will promptly reimburse the indemnified Party with the indemnification payments upon a final decision of a competent court or a regulatory authority indicating a Party’s violations of the applicable law or subject to the explicit written agreement of the Parties; and that the indemnified Party will fully cooperate with the indemnifying Party in the defense and settlement of the Claim.
- Governing Law and Jurisdiction
- For Customers in the US and Canada: (i)these Terms, shall be governed solely by the laws of the State of California, and without giving effect to any conflicts of law principles, which would result in the application of the laws of a jurisdiction other than the State of California. (ii) Customer irrevocably consents to the exclusive jurisdiction and venue of the applicable federal or state courts located in San Francisco, California, and agrees to file any action brought by it hereunder only in the competent federal and/or state courts located in such county.
- For Customers located in the EU, UK, Switzerland: (i)these Terms, shall be governed solely by the laws of Switzerland, and without giving effect to any conflicts of law principles, which would result in the application of the laws of a jurisdiction other than Switzerland. (ii) Customer irrevocably consents to the exclusive jurisdiction and venue of the applicable courts located in Zurich, Switzerland, and agrees to file any action brought by it hereunder only in the competent courts located in such city.
- For Customers located in Israel or anywhere other than US, Canada, UK, EU and Switzerland (i)these Terms, shall be governed solely by the laws of the State of Israel, and without giving effect to any conflicts of law principles, which would result in the application of the laws of a jurisdiction other than the State of Israel. (ii) Customer irrevocably consents to the exclusive jurisdiction and venue of the applicable courts located in Tel Aviv, Israel, and agrees to file any action brought by it hereunder only in the competent courts located in such city.
- No waiver, concession, extension, representation, alteration, addition or derogation from these Terms will be effective unless effected in writing and expressly.
- You may not assign or transfer your rights or obligations under the Terms. Any attempted or actual assignment or transfer by you will be null and void. We may assign or transfer Our rights or obligations under the Terms to any third party, provided that your rights under the Terms are not compromised by such assignment or transfer.
- The paragraph headings herein are intended solely for the purpose of orientation and reading convenience, and will not be used for interpretation purposes.
- If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of these Terms will remain in full force and effect, to the maximum extent.
- Order of Precedence: it is hereby clarified that if Customer has signed any paper agreement or annex with Otonomo this should take precedence over the terms herein with respect to anything covered under that paper agreement and should govern the engagement between Otonomo and Customer with respect to those issues covered by the paper document.
- Modifications to these Terms
Otonomo may modify these Terms from time to time as described herein. Your continued use of the Otonomo Platform and/or Services following such modifications shall constitute your consent to the modified Terms.
- Otonomo Entity
The Otonomo entity with which you are contracting under this Agreement depends on where you are domiciled. Unless otherwise indicated: (i) if you are domiciled in the United States or Canada then you are contracting with Otonomo Inc.; (ii) if you are domiciled in the United Kingdom, EU, Switzerland then you are contracting with Otonomo GmbH; and (iii) if you are domiciled in any country other than the United States, Canada, the United Kingdom, EU or Switzerland then you are contracting with Otonomo Technologies Ltd. It is further clarified that any Affiliate of Otonomo may provide certain services to support the provision of Services under these Terms, including billing and payment collection services.
- Contact Us
You may contact Us with any question about the Otonomo Platform and/or the Otonomo website by using the ‘CONTACT US’ page on the Website at: https://otonomo.io/. Alternatively, you may email Us to Our email address: email@example.com. For any technical assistance or questions please contact us at firstname.lastname@example.org.
We will make efforts to address your inquiry promptly.
Last Updated on April 6, 2021