These Terms of Use (these “Terms” or this “Agreement”) govern your use of the Connexion Marketplace (the “Marketplace”) and constitute a license for your use of the Marketplace and all information and services available on the Marketplace. The Marketplace is a service made available to you by Connexion Telematics Ltd., a corporation duly organized and existing under the laws of the State of Victoria, having its principal place of business at Level 3 162 Collins St, Melbourne VIC 3000, Australia (“Connexion” or “Licensor”).

1.      Acceptance of Terms. By accessing, using, or downloading Content (as defined below) from the Marketplace, you acknowledge that you have read, understand, and agree with these Terms. If you disagree with these Terms and/or do not wish to be bound by these Terms, do not use the Marketplace. By accepting these Terms of Use on behalf of a business, you represent and warrant that you have sufficient authority to bind the business, and that your acceptance of these Terms shall bind the company on whose behalf you are accepting these Terms.

2.      Your Use of the Marketplace.  

2.1.   Provided that you comply with these Terms and all applicable laws, rules, and regulations, you may access the Content made available on the Marketplace. “Content” means any digital service or software made available by us in the Marketplace.

2.2.   Connexion may withdraw or modify access to the Marketplace in its sole discretion and with or without notice. Connexion will not be liable if for any reason all or any part of the Marketplace is unavailable at any time or for any period, or if, as a result of such unavailability, you claim to suffer any damages. From time to time, Connexion may restrict access to some parts of Marketplace, or the entire Marketplace, to some or all users.

2.3.   If you choose, or are provided with, a username, password or any other piece of information as part of the Marketplace’s credentialing or security procedures, you must treat such information as confidential. You agree to notify Connexion immediately of any unauthorized access to or use of your username or password or any other breach of security.

3.      Licenses. Licenses for Content are issued by Connexion or a third-party developer (“Developer.”)  Connexion acts as an agent for Developers in providing the Marketplace and is not a party to any agreement or license between you and the Developer, other than in circumstances in which Connexion is the developer of the Content.  The Developer of any Content is solely responsible for its content, warranties, and claims that you may have related to the Content. You acknowledge and agree that Connexion is a third-party beneficiary of the EULA relating to the Content and may therefore enforce such EULA.

4.      Intellectual Property. Subject to the limited licenses and rights set forth in this Agreement, nothing in this Agreement transfers, assigns, or conveys any intellectual property or other proprietary rights in or to any Content available on the Marketplace. Connexion retains all right, title, and interest in all intellectual property relating to the Marketplace itself, including all source code, object code, process, derivatives, and modifications used in providing the Marketplace, as well as trademarks, service marks, patents, logos, user experience and user interface design, text, graphics, images, and icons. The Marketplace contains confidential and proprietary content, processes, and information which is subject to protections by applicable intellectual property laws. You agree that you shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material you encounter while using the Service, except to the Marketplace and Content available from the Marketplace in the matter intended by Connexion.

 5.      Prohibited Uses. You agree that you will not:

• Use the Marketplace to engage in any conduct that restricts or inhibits any person or entity’s ability to use the Marketplace, or which, as determined by us, may harm the Marketplace or other users of the Marketplace, or expose them to liability.
• Use the Marketplace in any manner that could disable, overburden, damage, or impair it or interfere with any other party’s use of the Marketplace.
• Use any robot, spider, or other automatic device, process, or means to access the Marketplace for any purpose, including monitoring or copying any of the material available via the Marketplace, or otherwise scraping data available via the Marketplace.
• Use any automated process to monitor or copy any of the material on or Content available in the Marketplace or for any other unauthorized purpose without the prior written consent of Connexion and/or the Content’s rightsholder.
• Use any device, software, or routine that interferes with the proper working of the Marketplace.
• Introduce into the Marketplace any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
•  Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Marketplace, the server(s) on which the Marketplace is stored, or any server, computer, or database connected to the Marketplace.
• Attack the Marketplace via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the functionality of the Marketplace.
• Use or refer to Connexion in any electronic, print, or other media or communication without Connexion’s prior written consent.

6.      No Warranty. Downloading and use of all Content is at your sole risk. All Content available on the Marketplace is provided “as is” and “as available,” with all faults and without warranty of any kind. Connexion specifically disclaims, and you hereby expressly waive, any and all warranties, whether express, implied, or statutory, with respect to all Content, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose.

7.      Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR ANY CLAIM ARISING FROM YOUR USE OF ANY CONTENT IS THE AMOUNT YOU HAVE PAID TO CONNEXION FOR SUCH CONTENT OR $100, WHICHEVER IS GREATER.

8.      Compliance with Export/Import Laws. You may not use or otherwise export or re-export the Content except as authorized by United States law and the laws of the jurisdiction in which the Content was obtained. In particular, but without limitation, the Content may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Content, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by and local, state, or federal law, rule, or regulation.

9.      Indemnification. You agree to defend, indemnify, and hold harmless Connexion, its affiliates, licensors, and service providers, and its and their respective officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of Connexion, including, but not limited to, any use of the Marketplace other than as expressly authorized in these Terms of Use, or your use of any Content obtained from the Marketplace, or the violation of these Terms of Use by a third party to whom you granted your access to the Marketplace.

10.  Dispute Resolution. 

10.1.                    The Parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Michigan located in Kent County, Michigan, and the United States District Court for the Western District of Michigan for the purpose of any suit, action, proceeding, or judgment relating to or arising out of Sections 3  through 5 of this Agreement. The Parties irrevocably consent to the laying of venue in such court and waive any objection that such forum is inconvenient.

10.2.                    Any other controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All arbitration proceedings shall occur in Kent County, Michigan, and be heard by a single arbitrator. The Parties irrevocably consent to the location of such an arbitration proceeding and waive any objection that such location is inconvenient.

10.3.                    All suits, actions, or arbitrations, or proceedings arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of Michigan and United States of America, without regard to any principles of conflicts of laws.

11.  Miscellaneous.

11.1.                    Assignment. The rights and obligations conferred under this Agreement may not be assigned by either Party without the prior written consent of the other Party. Any attempted assignment in violation of this Section is null and void.

11.2.                    Notices. Any notice required or permitted to be given under this Agreement must be in writing and may be delivered in person, by registered mail, facsimile, e-mail (so long as the email is acknowledged as received by a reply acknowledging receipt), or by overnight courier addressed to the respective Party at the address set forth in the introduction of this Agreement or a changed address as may be given by a Party to the other by written notice. Any notice will be considered to have been given when personally delivered or five business days after the date of mailing or one business day after the date of forwarding if sent by e-mail, or overnight courier.

11.3.                    No Waiver. The failure of either Party to require the performance of any term or obligation of this Agreement, or the waiver by either Party of any breach of a term contained in this Agreement, shall not prevent any subsequent enforcement of any term or obligation, or be deemed a waiver of any subsequent breach.

11.4.                    Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions were not part of the document.

11.5.                    Entire Agreement. This Agreement set forth the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement. Any and all prior agreements, representations, or promises concerning the subject matter of this Agreement are superseded by and/or merged into this Agreement. Any modifications or exceptions to this Agreement must be contained in a written instrument signed the Parties.