AGNIK, LLC VYNCS END USER LICENSE AGREEMENT (EULA)
This is an Agreement between you, the end user, and Agnik,
LLC. By using the VYNCS Software (a.k.a. VYNCS Web Portal), data, and
documentation (the "System") you are agreeing to be bound by the
terms of this Agreement. If you do not agree with the terms of this Agreement,
you may not use the System.
LICENSE TERMS AND CONDITIONS
THE LICENSED SYSTEM
The System consists of Agnik’s utility patents 7,715,961,
8,478,514, patent application 14/586,952, 61/922,092, and other patents pending
on OnBoard Fleet, Vehicle, and Driver Monitoring Techniques. Agnik’s
copyrighted computer program for the use of those processes and related
functions; and compilations of vehicle and driver data are proprietary to
Agnik’s or its licensors. The entire System, including the software, documentation
(including installation guide and help screens), data mining algorithms, screen
displays, and reports are protected by U.S. and foreign copyright laws. You
have no ownership rights in the System. Rather, you have a license to use the
System as long as this Agreement remains in full force and effect.
YOUR USE OF THE SYSTEM
Permitted Use. Provided that you have purchased a valid license, this Agreement permits you to use the System on a non-exclusive basis for personal, reference or business purposes, all as further set forth later in this Agreement. You may use the System for personal usage, as instructed by the documentation to perform its designed functions only for the purposes authorized by this Agreement. If you have a fleet, please use VyncsFleet.
Legend. Any System output that is provided to a third party must include the following credit and copyright notice: Copyright ©AGNIK, LLC. All Rights Reserved. You may not remove, alter, or conceal any copyright or trademark notices appearing on any System output.
You understand and agree that the trademarks, trade names, service marks, copyrights and other proprietary rights of Agnik are and shall remain the sole and exclusive property of Agnik, and that you will not hold yourself out as having any ownership rights thereto. You further agree that you will make no use of such rights except as provided in this Agreement.
PROHIBITIONS ON USE
No Commercial Use. You do not have the right to sell, or to reproduce or distribute for sale, any part of the System or output of the System alone or in combination with any other text, data, software, or graphic matter.
No Interactive Use. You do not have the right to combine the System interactively with the operation of other software unless licensed to do so by Agnik.
Territory. You do not have the right to ship or use the Vyncs hardware outside USA and Canada without Agnik’s prior written authorization. Agnik will terminate the services if you use this device outside USA and Canada.
No Modifications or Decompilation. You have no right to modify the System in any way, incorporate any part or product of it into a compilation or create any derivative work. You may not reverse engineer, decompile, disassemble or otherwise access source code or the logical structure and contents of the System database.
No Third Party/Service Bureau Use. You may not (a) permit
any third party to use the System or transfer, disclose or otherwise make
available the System to any third party, (b) use the System in the operation of
a service bureau. You agree to secure and protect the System in a manner
consistent with the maintenance of Agnik’s rights therein and to take
appropriate action by instruction or agreement with the other users under your
account who are permitted access to the System to satisfy your obligations
No Ownership of Vehicle Data. You agree that Agnik remains the sole owner of VYNCS Software, all representations and derivatives of VYNCS Analytics and reports generated from the vehicles using VYNCS.
No Copies. The copying of the System, any portion of the System, or any of the printed materials accompanying the System is strictly prohibited.
No Malicious Intent. You shall not use the VYNCS Software for any malicious purposes including but not limited to working for a competing business(s) or agencies as determined solely by Agnik.
No Unlawful Use or Objectionable Content. You shall not use the VYNCS Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. You shall not use the Vyncs device and/or the Vyncs Software including the Vyncs App to determine the location or movement of another person or entity without the consent of that person or entity in the states and/or countries where tracking is legally prohibited. You agree to indemnify Agnik for all liabilities for such unlawful usage. You also agree to reimburse Agnik for any costs that Agnik incurs resulting from your unlawful usage of Vyncs. You shall not modify, adapt or hack any protected (encrypted or compiled) parts of the Software, or otherwise attempt to gain unauthorized access to those parts or its related systems or networks. You undertake not to promote any material including product reviews that are unlawful, threatening, abusive, malicious, defamatory, profane, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Software that infringes any Agnik’s or any other third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. Agnik offers no assurance that Your use of the VYNCS Software under the terms of the EULA will not violate any law or regulation applicable to You.
Review Rights. Users may post reviews and comments about the Vyncs branded product at the www.vyncs.com or any other third party website as long as they are factually correct. Users do not have any rights to reproduce and distribute photographs of the Vyncs user interface in any form whatsoever. Agnik reserves all rights to terminate any user account if Agnik decides any review to be factually incorrect or inappropriate in its sole discretion and pursue all possible options under the court of law. Agnik reserves all rights to remove any review or related material that it deems inappropriate at its sole discretion.
If you do post review content or submit material at www.vyncs.com or any other third party website regarding Vyncs family of products and unless we indicate otherwise, you grant Agnik a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Agnik and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Agnik for all claims resulting from content you supply. Agnik has the right but not the obligation to monitor and edit or remove any activity or content. Agnik takes no responsibility and assumes no liability for any content posted by you or any third party.
We do not share any of your account information with any third party unless you explicitly give us permission to do so.
All rights not specifically granted by this Agreement are reserved by Agnik.
WARNING, WARRANTIES, DISCLAIMER
30-day Money Back Guarantee (For Vyncs): If you decide to return the product and we receive the product in new condition (no marking on the product labels unless it is done by the manufacturer, no other tampering with the device) within 30 calendar days from the date of shipment then we will refund your account the total amount minus 15% (restocking fees) and original shipping charges (if paid by us). Buyer pays for the return shipment to Agnik. After 30 days from the day of purchase, Agnik’s liability under any hardware-related warranty is limited to Agnik’s choice of replacing or repairing that was the subject of a timely and proper warranty claim. Buyer will not get any refund for any product returned without obtaining prior authorization and RMA number or otherwise not covered by the warranty.
14-Day Money Back Guarantee (For VyncsFleet): If you decide to return the VyncsFleet product and we receive the product in new condition (no marking on the product labels unless it is done by the manufacturer, no other tampering with the device) within 14 calendar days from the date of shipment then we will refund your account the total amount minus 15% (restocking fees) and original shipping charges (if paid by us). Buyer pays for the return shipment to Agnik. After 30 days from the day of purchase, Agnik’s liability under any hardware-related warranty is limited to Agnik’s choice of replacing or repairing that was the subject of a timely and proper warranty claim. Buyer will not get any refund for any product returned without obtaining prior authorization and RMA number or otherwise not covered by the warranty.
Limited Hardware Warranty. If Vyncs is directly purchased
from Agnik, Agnik warrants that the Onboard Hardware (a) conforms to Agnik’s written
specifications for the product; and (b) is free from material defects in
material and workmanship. Incorrect: (i) storage; (ii) installation; (iii) use;
(iv) maintenance, (v) service; or (vi) repair by Distributor/Reseller/End-User,
or any form of alteration, misuse, abuse or accident affecting the Hardware,
may interfere with confirmation of original condition and therefore (whether or
not there is actual interference) voids the warranty. Agnik or Agnik’s authorized
supplier/Agnik’s authorized Distributor shall not be liable under this warranty
if the Purchaser knew of any failure of a product to conform to specifications
prior to purchase.
Warranty Claim. Any hardware-related claim, if applicable, under the warranty shall be made within the shorter of: (a) actual inspection of Hardware following delivery; (b) a reasonable time to complete inspection of Hardware following delivery; or (c) ninety (90) days from shipment date. To make a claim, End-User must: (a) notify Agnik in writing within the shorter of the times stated in the preceding sentence, specifying in detail the nature of the warranty claim; and (b) permit Agnik to inspect and test the product claimed to be defective. A claim made after the warranty period is not covered by any warranty.
Remedy. Agnik’s liability under any hardware-related warranty is limited to Agnik’s choice of replacing or repairing that was the subject of a timely and proper warranty claim and which Agnik determines did not conform to the warranty. Agnik will return to sender any product returned without obtaining prior authorization and RMA number or otherwise not covered by the warranty. This remedy is applicable only to the hardware directly purchased from Agnik, not from a Reseller/Dealer/Distributor/hardware purchased from any other party.
Non Transferable. The hardware-related warranty is not transferable. Hardware warranty is applicable only to the Vyncs hardware directly purchased from Agnik not from a Reseller/Dealer/Distributor/ Vyncs hardware purchased from any other party.
THE ABOVE WARRANTY IS EXCLUSIVE AND CONSTITUTES AGNIK’S SOLE
LIABILITY AND END-USER’S SOLE REMEDY REGARDING ANY CLAIMED NONCONFORMANCE OF
PRODUCT AND IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR OTHER WARRANTY OF QUALITY, FUNCTION, PERFORMANCE, OR
OTHERWISE, WHETHER EXPRESS OR IMPLIED. AGNIK DISCLAIMS ANY AND ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED. THERE IS NO WARRANTY THAT EXTENDS BEYOND THE
DESCRIPTION OF THE FACE HEREOF. No personnel or representative of Agnik is
authorized to make any warranty about a product. Oral or written statements by
any Agnik personnel or representative, including via email, do not constitute a
warranty, do not bind or obligate Agnik, shall not be relied on by End-User,
and are not part of these terms. The entire agreement of the parties is
embodied in this
writing. End-User acknowledges it has not relied on any warranty or representation by any person or entity except for the warranties or representations specifically stated herein. This however is not applicable to the hardware not directly purchased from Agnik. For such units the End-User should contact the Seller.
Agnik does not provide warranties on items acquired from others, even if acquired with Agnik’s assistance. Unless otherwise agreed in writing, downtime is not a breach of this Agreement by Agnik and will not entitle the End-User to any refunds or credits.
Disclaimer of Warranty on Onboard and Web Portal Software.
Neither Agnik nor its licensors warrant the completeness or accuracy of the
results of the VYNCS Software, or that its use will meet your needs or be
uninterrupted or error-free. PROVIDED THAT END-USER HAS A VALID LICENSE, AGNIK
GUARANTEES THAT FOR A PERIOD OF 90 DAYS FROM THE DATE OF SALE TO USE THE
SOFTWARE OR THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW IT WILL PERFORM
SUBSTANTIALLY AS DESCRIBED IN THE VYNCS USER MANUAL POSTED UNDER YOUR WEB
PORTAL ACCOUNT; IN THE EVENT THAT THE SOFTWARE FAILS TO COMPLY WITH THIS
GUARANTEE, AGNIK WILL ISSUE UPDATES/PATCHES TO THE SOFTWARE AT NO COST TO THE
END-USER. THIS GUARANTEE IS VOID IF FAILURE OF THE SOFTWARE RESULTS FROM
ACCIDENT, ABUSE OR MISAPPLICATION. THE END-USER AGREES THAT THE ABOVE GUARANTEE
IS THE SOLE GUARANTEE IN RELATION TO THE SOFTWARE AND ANY SUPPORT
While VYNCS technology makes every effort to collect all the diagnostic information from the vehicle, it may not always report all the health-issues of the vehicle. Among other things, VYNCS may not report some manufacturer-specific vehicle health issues that turn on some of the vehicle dash board lights. VYNCS report is for informational purposes only and it is not intended for use in vehicle repairs without consultation with a qualified technician. Neither Agnik nor its licensors, resellers, or subsidiaries are responsible for any actions you may take on any vehicles. You should always consult a qualified technician before performing any repair or maintenance operation on a vehicle.
THE DEVICE THAT YOU INSTALL IN YOUR VEHICLE DRAWS POWER ALL THE TIMES. ALTHOUGH THE AGNIK ONBOARD SOFTWARE TRIES TO MINIMIZE THAT POWER DRAW AS MUCH AS POSSIBLE, DEPENDING ON YOUR VEHICLE’S BATTERY OR OTHER RELATED subSYSTEM CONDITIONS, YOU MAY EXPERIENCE LOW BATTERY VOLTAGE ISSUE IF your VEHICLE IS NOT DRIVEN FOR A FEW DAYS AT A TIME OR IF YOU ARE GOING FOR a VACATION. AGNIK strongly suggest THAT YOU DISCONNECT THE DEVICE from the obdii port IF YOU ARE GOING FOR a VACATION OR PLAN NOT TO DRIVE YOUR VEHICLE FOR MORE THAN A COUPLE OF DAYS AT A TIME.
AGNIK IS NOT RESPONSIBLE FOR (A) DELAYS IN DELIVERY, INSTALLATION OR PROVIDING THE SERVICE, NO MATTER WHO CAUSED THE DELAY. ANYTHING OUTSIDE AGNIK’S REASONABLE CONTROL OR RESULTING FROM END-USERS’ BREACH; OR AN ITEM ACQUIRED FROM A THIRD-PARTY DIRECTLY ACQUIRED BY THE END-USER AND USED IN CONJUNCTION WITH AGNIK’S SERVICES. END USER ACKNOWLEDGES THAT ONBOARD HARDWARE IS A WIRELESS DEVICE AND THAT AGNIK CANNOT COLLECT SOME DATA (SUCH AS GPS DATA) USING THE ONBAORD HARDWARE ONCE IT TRAVELS BEYOND A CERTAIN RANGE. THE DELIVERY OF THE VYNCS ANALYTICS FROM THE IN-VEHICLE ONBOARD HARDWARE TO THE WEB PORTAL MAY ALSO GET DELAYED BECAUSE OF THIS. THE SOFTWARE SERVICES ARE DEPENDENT ON THE COVERAGE AREAS OF WIRELESS NETWORKS OWNED AND OPERATED BY THIRD PARTIES. COVERAGE AREAS ARE APPROXIMATE AND DO NOT COVER SIGNIFICANT PORTIONS OF NORTH AMERICA. ACTUAL CAPACITY, SYSTEM AND EQUIPMENT UPGRADES, REPAIRS, MAINTENANCE, MODIFICATIONS, RELOCATION, TERRAIN, SIGNAL STRENGTH, STRUCTURAL CONDITIONS, WEATHER AND ATMOSPHERIC CONDITIONS, GOVERNMENTAL REGULATIONS, OTHER ACTS OF GOD, AND OTHER CONDITIONS THAT ARE BEYOND AGNIK’S CONTROL. END-USER UNDERSTANDS THAT AGNIK AND THE UNDERLYING CARRIER CANNOT GUARRANTY THE SECURITY OF THE WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SOFTWARE SERVICES.
THE SERVICES MAY NOT BE AVAILABLE IF THE HARDWARE IS IN
ENCLOSED SPACE, IN BUILDING, BETWEEN BUILDINGS, UNDERGROUND, OR IN CANYONS. THE
SERVICES ARE DEPENDENT ON THE AVAILABILITY OF THE INTERNET, WHICH IS OWNED AND
OPERATED BY AND ACCESSED THROUGH THIRD
PARTIES. AGNIK DOES NOT WARRANT THAT THE RECEIPT OF DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM THE VYNCS HARDWARE WILL BE UNINTERRUPTED, OR THAT THE TRANSMISSION OF DATA, MAPPING INFORMATION, AND OTHER CONTENT FROM AGNIK TO THE END-USER OR AGNIK’S SITE WILL ALWAYS BE TIMELY OR COMPLETE. END-USER ACKNOWLEDGES THAT NEITHER THE VYNCS HARDWARE NOR THE SOFTWARE SHALL PREVENT OR DETECT ALL VEHICLE PROBLEMS, OR GUARANTEE THAT AN END-USER VEHICLE WILL NOT BREAK DOWN OR GUARANTEE THAT THE END-USER (S) WILL NOT INCUR VEHICLE REPAIR BILLS. END-USER ACKNOWLEDGES THAT THE VYNCS HARDWARE SHOULD NOT BE USED IN LIEU OF A VEHICLE WARRANTY OR STANDARD VEHICLE MAINTENANCE. END-USER ACKNOWLEDGES THAT VYNCS HARDWARE DOES NOT DETECT FAILURES IN INTERNALLY LUBRICATED PARTS AND SYSTEMS NOT MONITORED BY YOUR VEHICLE ‘S COMPUTER. END-USER ALSO ACKNOWLEDGES THAT VYNCS SOFTWARE ONLY MONITORS A SUBSET OF THE VEHICLE SYSTEMS. END-USER ACKNOWLEDGES THAT IF THE LOCATION-BASED DATA OR LOCATION-BASED SERVICES ARE USED TO ATTEMPT TO LOCATE A VEHICLE (E.G. A STOLEN VEHICLE), AGNIK DOES NOT GUARANTEE THAT THE VEHICLE WILL BE SUCCESSFULLY LOCATED AND/OR RECOVERED. IN THE EVENT THE VYNCS HARDWARE OR THE SOFTWARE IS NOT ACTUALLY AVAILABLE OR IS NOT FUNCTIONING PROPERLY, A PARTICULAR MAKE/MODEL OF VEHICLE, AGNIK SHALL HAVE THE RIGHT TO REFUSE TO PROVIDE A REPLACEMENT VYNCS DEVICE OR SERVICE.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS
LICENSED “AS IS”. AGNIK DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR
PURPOSE. AGNIK DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE SOFTWARE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
No Consequential Damages. All VYNCS analytics, report, and visualization should be used for informational purpose only, as a tool for decision support. Many of the analytics and visualization modules in VYNCS are generated based on a collection of powerful data mining and statistical techniques. While VYNCS makes every effort to make them as accurate as possible, the performance of these algorithms depends on various issues such as amount of data analyzed, its quality, and the techniques themselves. Sometimes, just like their human counterparts, data analysis techniques may produce results that may not be correct. Bad sensors may also report incorrect data. You should always verify every item in the reportS with qualified technicians. IN NO EVENT SHALL AGNIK OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, VOIDED VEHICLE MANUFACTURER’S OR ANY OTHER PARTY’s WARRANTY FOR YOUR VEHICLE OR ANY VEHICLE PARTS AND OR LABOR, LOSS OF REVENUES OR PROFITS, ANY INCURRED COST RESULTING FROM THE USE OF VYNCS HARDWARE OR SOFTWARE EVEN IF AGNIK OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Restrictions. This warranty does not apply if the System (a) has been altered, except by Agnik or as authorized herein, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Agnik,(c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed, for beta, evaluation, testing or demonstration purposes for which Agnik does not receive a payment of purchase price or license fee.
PAYMENT FOR SERVICES AND CANCELLATION BY CUSTOMER
You authorize Agnik to charge the payment method (e.g., credit card, bank account etc.) that you have selected at the service purchase page on a recurring basis as per the price plan you selected during the service purchase. If you have purchased Vyncs from a third party website, your services may include one year of Vyncs basic services from the date of shipment. In those cases, you can renew your services at the renewal rate available to you at the time of renewal by directly paying to Agnik. In case you want to cancel your Vyncs software services, you need to give at least thirty (30) days of prior notice by directly contacting Agnik. You are responsible for any charges incurred prior to service cancellation. Upon cancellation of your account, Agnik will stop billing any future recurring payment. All Prepaid services are not refundable.
TERMINATION AND TRANSFER
Agnik may terminate this Agreement at any time for any reason, including, but not limited to, if Agnik finds that you have violated any of the terms of this Agreement or that you have attempted to exceed the licensed uses in any way. Termination will be effective upon written notice to you. Upon termination of this Agreement you agree to promptly return all copies of the System, documentation and other materials furnished to you or made by you, including unauthorized copies. Termination is in addition to and not in lieu of any other remedies available to Agnik. All provisions relating to property rights shall survive termination. You are not authorized to transfer your rights under this Agreement.
This Agreement contains the complete understanding between the parties and supersedes and replaces any prior or contemporaneous agreement or understanding, whether oral or written, with respect to its subject matter. This agreement may be modified by Agnik only. Any Modification to this Agreement will be posted here. This Agreement shall be governed by the laws of the State of Maryland, applicable to agreements wholly executed and wholly performed in Maryland. Any action relating to this Agreement shall be brought in federal or state court in Maryland and the parties consent to the personal jurisdiction of either such court.
U.S. GOVERNMENT RIGHTS IN COMMERCIAL SOFTWARE
Use, duplication or disclosure by the Government is subject to restrictions set forth in the commercial computer software license agreement under which the software is delivered by Agnik and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) or DFARS 227.225-7013 (OCT 1988), as applicable, or FAR 12.212(a), FAR 52.227-14 or FAR 52.227-19, as applicable.
Copyright © Agnik, LLC. All rights reserved.