The Roadway Mapping Software Tool Chain is used to create digital maps of roadway sections containing reduced speed zones and/or lane closures as well as to support in-vehicle advisory and safety applications.
Crash Avoidance Metrics Partners LLC (CAMP) is willing to grant you a limited, non-exclusive license to use the CAMP Software to create digital maps and support in-vehicle advisory and/or safety. Please carefully read through the Terms and Conditions to the license. User must AGREE to the license before the download will be available.
THESE TERMS GOVERN YOUR USE OF THE CRASH AVOIDANCE METRICS PARTNERS LLC SOFTWARE AND ARE LEGALLY BINDING BETWEEN YOU AND CAMP LLC.
Roadway Mapping Software Tool Chain License.
This agreement (“Agreement”) is between You (as defined in Section 1.2) and CRASH AVOIDANCE METRICS PARTNERS LLC and its affiliates (“CAMP” or “Party” or “we” or “us”).
You desire to use the CAMP Software (as defined below) to create digital maps of roadway sections containing reduced speed zones and/or lane closures as well as to support in-vehicle advisory and safety applications. CAMP is willing to grant You a limited, non-exclusive license to use the CAMP Software to create digital maps and support in-vehicle advisory and/or safety applications under the terms and conditions set forth in this Agreement.
By downloading and/or using the CAMP Software You signify Your acceptance of and are in agreement with the terms of this Agreement. When You accept the terms of this Agreement, You accept on behalf of Yourself, and/or Your company, Your organization, or Your institution as its legally authorized representative. If You do not agree with any term of this Agreement, do not download and/or use the CAMP software.
This Agreement contains terms that are capitalized, and those terms have the following meanings:
"Agreement" means this Roadway Mapping Software Tool Chain Agreement and license for the CAMP Software, including any and all attachments, exhibits, schedules and other documentation expressly referred to herein and any permitted amendments to any of the foregoing.
"Applicable Law(s)" means, when used, all laws applicable to the development, delivery and use of Your work-zone map(s), wherever in the world it is made available for use.
“Requirements" means all CAMP standards, criteria, procedures, including but not limited to requirements set forth in this Agreement or the Documentation (if any) as CAMP may modify from time to time.
"Authorized Users" means You (if you are acting in Your individual capacity) or Your employees, officers, directors, contractors, staffs, representatives and agents (if You are acting as a representative of Your entity, organization or institution) who need to know or use the CAMP Software and who, in the case of contractors, representatives and agents, with whom You have a written and binding agreement that requires, or in the case of employees, to whom You have explained the obligations of, protecting the confidentiality of the CAMP Software, the Documentation and all other information and documentation that we make available to You.
“Device” means a device produced that is capable of creating digital maps of roadway sections as well as to supporting in-vehicle advisory and safety applications using the CAMP Software.
"Documentation" means any technical documents, specifications, procedures, guidelines or standards that CAMP may make available to You in connection with the CAMP Software.
“CAMP Representatives” includes its contractors, suppliers, affiliates, third-party service providers and any other person CAMP appoints to act on its behalf and the employees, officers and directors of the foregoing.
"CAMP Software" collectively means the roadway mapping software tool chain capable of creating digital maps of roadway sections as well as associated files, applications, sample code, simulator, tools, libraries, application program interfaces, data, files, and materials and documentation, corrections, improvements, updates and releases to any of the foregoing that CAMP makes available or discloses to You.
“Open Source License” means a software license that includes, but is not limited to, terms that: (a) permit distribution/redistribution of the software by others without royalty or fee; (b) allows for such distribution/redistribution to include source code and compiled code; (c) permits modifications, compilations, and derived works be created from the software and be distributed under the same terms as the original software; or (d) attach to the software and applies to all persons, entities, groups, organizations and institutions (the “Recipients”) to whom the software is distributed and/or who redistribute the software without the need for the Recipients to execute or otherwise acquire an additional license.
"Open Source Software" means software, including source code and compiled code, made available to others under the terms of an Open Source License.
“Term” has the meaning set forth in Section 6 of this Agreement.
"You" is sometimes referred to as “Your”, “Party”, and “Licensee” in this Agreement and refers to you individually or the entity, organization, or institution who You acted on behalf of in entering this Agreement.
Subject to the terms and conditions of this Agreement, CAMP hereby grants You during the Term of this Agreement, a nonexclusive, limited, revocable, non-sublicensable, and non-transferable license to have access to, install, use, and operate the CAMP Software on computers owned and controlled by You as appropriate for Authorized Users to use solely in Your creating digital maps of roadway sections as well as supporting in-vehicle advisory and safety applications to meet the Requirements.
To the extent that Open Source Software files are included in the CAMP Software, Your rights in those files and the Open Source Software are specified in the documentation provided with those files or as CAMP makes available to You. You acknowledge that You may be required to separately consent to additional terms in the documentation provided with Open Source Software files and other third-party software and that Your use of those files may be conditioned upon compliance with those additional terms. There are no implied rights granted to You in this Agreement.
The CAMP Software is being provided to You for Your review, evaluation and so You can provide feedback to CAMP. You acknowledge the CAMP Software may not be bug-free and may result in loss of data that is not backed-up and may require additional maintenance to Your systems.
On each copy of CAMP Software and Documentation used under this Agreement, You agree to keep any copyright notice, disclaimer of warranty, notices that refer to this Agreement or the terms of this Agreement, and any other provided notices in their full and original form without any modifications or additions.
(a) CAMP Software and Documentation. CAMP or its licensors retain(s) all rights, title, and interest, including all intellectual property and proprietary rights, in and to the CAMP Software and Documentation that CAMP may make available to You under this Agreement or that has otherwise been made to you by a third party. You agree that the CAMP Software and Documentation is only licensed and not sold to You. You agree not to make any claim of ownership or interest in the CAMP Software or Documentation and to notify CAMP if anyone makes such a claim to You or You become aware of a claim of ownership or interest in the CAMP Software or Documentation.
(b) Open Source Software. To the extent that Open Source Software files are included in the CAMP Software, ownership rights in such Open Source Software are specified in such files and/or the documentation provided with those files.
As a condition of the license and rights granted in this Agreement, including Section 2.1, you agree to each of the following:
(a) You agree to use the CAMP Software and Documentation only for the purposes expressly set forth in this Agreement;
(b) You will not copy, distribute or modify any of the CAMP Software or Documentation, except as expressly set forth in Section 2.1;
(c) Your rights under this Agreement are restricted solely to You and may not be assigned, sublicensed, sold, disposed of, encumbered, or mortgaged;
(d) You agree to abide by and will not circumvent any security means or access control technology included with the CAMP Software and Documentation;
(e) You also agree that You shall not reverse engineer, disassemble, or decompile any of the CAMP Software or take any action to obtain the source code of the portions of the CAMP Software for which source code has not been provided;
(f) You agree not to rent, lease, re-sell, lend, upload to or host on any website, sell, redistribute, or sublicense the CAMP Software or Documentation, in whole or in part, or to enable others to do so;
(g) You may not use the CAMP Software, any derivatives of the CAMP Software, or the Documentation for any purpose not expressly permitted by this Agreement;
(h) You will not use the CAMP Software, any derivatives of the CAMP Software, or Documentation to trespass upon, misappropriate, gain unauthorized access to, or engage in any similar activity with respect to, any computer or system of CAMP or any other person or entity;
(i) You will not use the CAMP Software or Documentation to disable, defeat the security of, interfere with the security of, remove the digital signature of, or disable the digital rights management, verification or authentication systems of any computer or system of CAMP or any other person or entity;
(j) You will only use the CAMP Software, any derivatives of the CAMP Software, and Documentation in accordance with all Applicable Laws and regulations, including state and federal driver-distraction laws and cell-phone use laws. You will not use the CAMP Software, any derivatives of the CAMP Software, or Documentation for any unlawful or illegal activity, nor to develop any software program which would commit or facilitate the commission of a crime, or other tortious, unlawful or illegal act; and
(k) You will not use the CAMP name, any CAMP trademark, logo or brand or any variation, translation or transliteration thereof in any manner, whether or alone or with any additional wording or design, not expressly authorized by CAMP in writing.
CAMP may update, modify, extend, enhance, re-release, and improve the CAMP Software and Documentation from time to time at CAMP’s sole discretion. CAMP is not obligated to provide You with the CAMP Software and Documentation or any of the updates, modifications, extensions, enhancements, re-releases, and improvements to the CAMP Software or Documentation. You agree that CAMP is not obligated to provide any maintenance or support, technical, or otherwise, to You under this Agreement or any other form of obligation. You agree that this Agreement shall govern any of the updates, modifications, extensions, enhancements, re-releases, and improvements to the CAMP Software and Documentation that CAMP may make available to You.
You agree that CAMP may discontinue operating and/or providing the CAMP Software and Documentation at any time without any notice or liability to you.
You certify to CAMP and agree that:
(a) You have the right and authority to enter into this Agreement on Your own behalf and, if applicable, on behalf of Your company, organization or institution and that You have the right and authority to legally bind Your company, organization, or institution to the terms and obligations of this Agreement;
(b) You are at least 18 years of age (or the age of full legal capacity in your location);
(c) You will provide CAMP only with true, complete, and accurate information and will keep that information up to date;
(d) You will monitor Your use of the CAMP Software and Documentation and keep Yourself and Your Authorized Users in full compliance with the requirements of this Agreement;
(e) You will be responsible for all of Your costs and expenses, including losses and liabilities, that You incur in connection with any of Your use of the CAMP Software and Documentation as well as any digital maps created with the CAMP Software and Documentation;
(f) You agree that You own the necessary rights or have authority to grant the rights that You provide to CAMP under this Agreement; and
(g) Your agreement to these terms does not in any way violate any of Your existing obligations.
4.1 You agree to protect all Documentation and CAMP Software against unauthorized use, disclosure, publication or dissemination and, in doing so, exercise in no event less than a reasonable degree of care. Without limiting the foregoing, You agree to ensure the confidentiality of any CAMP Representatives via reasonable information security controls, such as encryption or similar means, or such other security controls as prescribed by applicable law.
4.2 Except as expressly authorized in this Agreement, You shall not use for Your own benefit or the benefit of any third party, or disclose, publish, release, transfer, or otherwise provide access to or make available to any third party, any Documentation or CAMP Software, provided by CAMP or any CAMP Representative, without CAMP’s prior written consent. You shall be responsible for any violation of the confidentiality obligations set forth herein by any party or person who receives the Documentation or CAMP Software from or through You.
4.3 Any information that CAMP makes available to the public without restriction or that is provided under the terms of a separate license as part of any Open Source Software that CAMP provides to You need not be treated as confidential under this Agreement.
4.4 As to (i) Documentation and CAMP Software that You receive from CAMP or (ii) where there may be an effect on a Device, upon the occurrence of a security breach or suspected security breach, meaning actual or suspected unauthorized access to or effect upon the Device, a CAMP back-office, a CAMP website, or unauthorized use, disclosure, acquisition, or loss of any such information or material, You shall notify CAMP immediately, but in no event more than 24 hours, following Your learning of the incident, with full disclosure regarding all relevant known information. You shall update CAMP on an ongoing basis and cooperate fully with any related CAMP investigation, requests for information or other notices that CAMP may require of You. Because in such circumstances, time is of the essence, such notice shall occur as specified in the Documentation and not Section 8.5
You agree to indemnify CAMP and CAMP Representatives from and against any and all losses, damages, injuries (including death), causes of action, claims, penalties, interest, additional taxes, demands and expenses, including reasonable legal fees and expenses, of any kind or nature arising out or on account of, or resulting from, any claim or allegation of a third party or investigation by any Government entity:
(a) arising out of failure to comply with this Agreement by You or Authorized Users;
(b) any activities by You or Authorized Users in connection with this Agreement, or any information or materials provided by or through You, that infringe upon or misappropriate the intellectual property or other proprietary rights of any third party;
(c) relating to any of Your duties or obligations to any of Your employees, contractors or agents (in all cases direct or indirect), through any agreement or otherwise;
(d) relating to the inaccuracy or untruthfulness of any representation or warranty that You made under this Agreement;
(e) relating to your use of the CAMP software during the operation of a motor vehicle;
(f) relating to any liability of CAMP or any CAMP Representative arising out of Your failure to comply with any relevant privacy, data protection, laws governing collection of location data, or similar legislation, regulation or any other law in any jurisdiction where the CAMP Software and any digital maps created therefrom may be used or accessed;
(g) relating to Your failure to implement best practices in physical or data security controls; and/or
(h) relating to Your introduction of viruses into or any computer network or data security breaches caused by You implementing the CAMP Software.
You shall also pay or reimburse CAMP, at its discretion, for any and all costs relating to a security breach, including forensic investigation costs, attorneys fees, notices to others, credit monitoring service costs, and any other related costs even absent a third party claim or allegation or Government entity investigation.
6.1 This Agreement shall extend from the date of Your acceptance until terminated by You or CAMP in accordance with the terms of this Agreement (the “Term”).
(a) breach any obligation of this Agreement or fail to comply with the Requirements;
(b) if any person or party acting by, through, for or in concert with You takes any action inconsistent with this Agreement or the Requirements;
(c) You file any lawsuit against CAMP;
(d) You engage in, encourage, or participate in any unlawful, deceitful or fraudulent conduct;
(e) You become insolvent or file for bankruptcy or become subject to any similar proceeding; or
(f) You fail to agree with new (or updated) Requirements or modifications to this Agreement as we may make available to You.
6.3 Either Party may terminate this Agreement at any time upon thirty (30) days written notice to the other Party.
6.4 CAMP shall have no liability to You for termination of this Agreement. Upon termination, You shall stop using all CAMP Software and Documentation provided by CAMP and return or destroy all copies of the CAMP Software and Documentation, provided by CAMP in Your possession (or the possession of any Authorized Users) or provided to any person by You (or any Authorized Users). You will provide a written certification of the destruction at CAMP’s request. Notwithstanding the foregoing, You must maintain all information and records (if any) that the Requirements identify that You maintain for the period (if any) set forth in the Requirements.
6.5 All of Your obligations related in any way to (a) confidentiality or indemnity, (b) Sections 2, 3, 4, 5, 6, 7 and 8, and (c) restrictions on use of any CAMP Software or Documentation in Your possession shall survive termination of this Agreement.
7.1 CAMP MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES IN RESPECT OF THE CAMP SOFTWARE, THE DOCUMENTATION, OR ANY OTHER INFORMATION OR MATERIAL THAT CAMP OR ANY CAMP REPRESENTATIVES MAKES AVAILABLE TO YOU. THE CAMP SOFTWARE, DOCUMENTATION, AND ANY OTHER INFORMATION AND MATERIALS THAT CAMP MAKES AVAILABLE TO YOU IS PROVIDED “AS IS” AND “AS AVAILABLE” INCLUDING WITH ALL FAULTS AND ERRORS AS MAY OCCUR THEREIN. CAMP, ON BEHALF OF ITSELF AND ALL CAMP REPRESENTATIVES, EXPLICITLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE SERVICES, THE SOFTWARE OR THE HARDWARE, NON-INFRINGEMENT AND ACCURACY.
7.2 CAMP DOES NOT PROVIDE ANY WARRANTIES REGARDING THE AVAILABILITY, PERFORMANCE OR OPERATION OF THE CAMP SOFTWARE.
7.3 CAMP DOES NOT WARRANT THAT THE CAMP SOFTWARE WILL OPERATE PROPERLY ON YOUR DEVICE OR ANY OTHER EQUIPMENT AND YOU AND ONLY YOU WILL BE RESPONSIBLE FOR ALL REPAIRS TO YOUR DEVICE OR ANY OTHER EQUIPMENT AND ANY OTHER LOSSES ACTUALLY OR ALLEGEDLY CAUSED BY THE CAMP SOFTWARE.
7.4 CAMP DOES NOT PROVIDE ANY GUARANTEE, CONDITION OR WARRANTY OF THE ACCURACY OF ANY DATA MADE AVAILABLE TO ANY APPLICATION THAT YOU PROVIDE, WHETHER THE DATA IS LOCATION DATA OR ANY OTHER DATA AVAILABLE TO YOUR APPLICATION.
7.5 SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT, IN WHICH CASE CAMP’S WARRANTIES SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
7.6 TO THE EXTENT ALLOWED BY LAW, CAMP WILL NOT BE LIABLE IN ANY WAY IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS FOR LOSS OF INCOME, PROFITS OR SAVINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF CAMP KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES AND WHETHER ARISING BASED ON NEGLIGENCE, TORT, OR BREACH OF CONTRACT. TO THE EXTENT THAT ANY COURT FINDS CAMP LIABLE FOR ANY CLAIM IN CONNECTION WITH THIS AGREEMENT, YOUR APPLICATION, AND TO THE EXTENT ALLOWED BY LAW, YOU AGREE THAT CAMP SHALL ONLY BE LIABLE FOR DIRECT DAMAGES AND THE MAXIMUM DAMAGES FOR ALL SUCH CLAIMS IN THE AGGREGATE SHALL BE NO GREATER THAN $100.00.
You agree that CAMP may collect and use information related to You including, but not limited to, Your contact information.
CAMP may use this information to facilitate the provision of software updates and other services to You, to verify compliance with the terms of this Agreement, and to improve the quality, safety, and security of CAMP products and services, to develop new products and services, for marketing, or to provide services or technologies. To accomplish some of these uses, CAMP may share this information among CAMP Representatives.
You shall not assign this Agreement (or any portion thereof) without CAMP’s prior written consent and any attempted assignment without CAMP's prior written consent shall be null and void. Upon notice to You, CAMP may assign this Agreement.
You agree that CAMP and You intend to create an independent contractor relationship and nothing contained in this Agreement shall be construed to make either You or CAMP partners, joint ventures, principals, agents (except as expressly set forth in this Agreement), mandatory or employees of the other. No officer, director, employee, agent, affiliate or contractor retained by You shall be deemed to be an employee, agent or contractor of CAMP. Neither Party shall have any right, power or authority, express or implied, to bind the other.
CAMP may, at any time within its sole discretion, audit, and You will cooperate with any such audit of, Your compliance with the terms of this Agreement. For sake of clarity, the right to audit includes, but is not limited to, the right to audit Your compliance with any and all information security requirements.
All notices, requests, consents, approvals and other communications required or permitted by You under this Agreement shall be in writing and shall be deemed given when delivered in hand or five (5) business days after being mailed using a reliable national or international mail service, registered or certified mail, postage prepaid, and addressed as follows: CAMP LLC, 27220 Haggerty Road, Suite D1, Farmington Hills, MI 48331 (USA).
You consent to receive notices by e-mail and agree that any such notices that CAMP sends to You shall be legally effective. Upon notice to CAMP, You may change Your e-mail address for notification purposes at any time.
If any term or provision of this Agreement, or of any document incorporated herein by reference is held by a court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law and such term or provision shall be deemed to be refined to comply with the applicable law while achieving its original intent as closely as possible. Notwithstanding the foregoing, if any right of CAMP or any of Your obligations to comply with the Requirements under this Agreement is deemed contrary to law, then this Agreement shall immediately terminate.
No term or condition of this Agreement or of any document referenced herein or incorporated herein by reference shall be deemed waived and no breach shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. No consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach.
In this Agreement, the article and section headings are for convenience of reference only and shall not be considered in the interpretation of this Agreement. Any phrase introduced by the words “include,” “including” or “in particular” or any similar words or expression shall be construed as illustrative and shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words. The terms “herein,” “hereof” and any similar words or expression shall be construed as referring to this Agreement in its entirety and not to any particular section or subsection except to the extent expressly specified
The Parties will comply with all applicable laws and regulations applicable to the CAMP Software and Documentation, including but not limited to all export control laws and regulations of the United States, and applicable to Your use of the CAMP Software and Documentation and shall obtain all applicable permits and licenses required for the usage of digital maps created from the CAMP Software and Documentation in accordance with this Agreement. In connection with this Agreement, no Party shall use, export, re-export, release, import, sell or otherwise transfer the CAMP Software and Documentation except as authorized by United States law and any other applicable laws and regulations. In particular, but without limitation, the CAMP Software and Documentation may not be exported, re-exported, released, or otherwise transferred (a) into any territories subject to U.S. economic sanctions (currently Cuba, Iran, North Korea, Sudan, Syria, and Crimea) or (b) to any prohibited party, including parties on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List or entities majority-owned or controlled by such parties. By using the CAMP Software and Documentation, You represent and warrant that You are not located in any such country and are not such a prohibited party. You also agree that You will not use the CAMP Software and Documentation for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
This Agreement shall be interpreted in accordance with and governed by the State of Michigan, except in relation to any conflict of law provisions which would require application of another choice of law. You and CAMP consent to personal jurisdiction and exclusive venue in the state and federal courts of the Eastern District of Michigan for the resolution of any disputes arising out of or related to this Agreement. If You are a public educational institution in a state that requires applicability of one or more laws of Your state, then those laws of Your state shall apply. You agree that, regardless of any statute or law to the contrary, You must file any claim or cause of action arising out of or related to use of the CAMP Software or this Agreement within one (1) year after such claim or cause of action arose, or You shall be forever barred from filing such claim or cause of action. To the fullest extent permitted by applicable law, You agree that any and all disputes, claims, and causes of action You may have in connection with or related to the CAMP Software or this Agreement will be resolved individually, without resort to any form of class action. This Agreement shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise.
This Agreement, and further terms and policies that are expressly referenced in this Agreement, are the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings or agreements between the parties relative to such subject matter. You cannot change this agreement unless CAMP agrees in writing to the change. CAMP may modify this Agreement by providing notice to You or by asking You to view and click to accept a new version of this Agreement.