Software License

Please read these terms and conditions carefully before you use DriveAssist. Your use of DriveAssist indicates that you accept these terms and conditions including the Aegis privacy policy. If you do not accept these terms and conditions do not download, launch, or otherwise use DriveAssist software or service.

DRIVEASSIST LICENSE AND USE LIMITATIONS
Subject to your compliance with the terms and conditions of this Agreement and continued payment of the applicable fees, Aegis hereby grants to you a personal, non-exclusive, non-transferable license to use DriveAssist, solely in connection with your use of the DriveAssist Service on a single mobile telephone or mobile computing device. This license shall immediately terminate when the earliest of the following occurs: (a) this Agreement terminates, or (b) your access to DriveAssist is suspended, cancelled or otherwise terminated.

Except for the limited licenses expressly granted in this Agreement, Aegis retains all right, title and interest in and to DriveAssist, including without limitation all related intellectual property rights. No licenses or other rights which are not expressly granted in this Agreement are intended to, or shall be, granted or conferred by implication, statute, inducement, estoppel or otherwise, and Aegis and its suppliers and licensors hereby reserve all of their respective rights other than the licenses explicitly granted in this Agreement.

LIMITATIONS
You agree not to do any of the following: (a) reverse engineer, decompile, disassemble, translate, modify, alter or otherwise change DriveAssist, or any part thereof; (b) attempt to derive the source code or structure of the DriveAssist Software without the prior express written consent of Aegis; (c) remove or alter, any of Aegis’ or its suppliers’ trademarks, trade names, logos, patent or copyright notices, or other notices or markings; (d) distribute, sublicense or otherwise transfer DriveAssist to others; (e) use DriveAssist in any manner that (i) infringes the intellectual property or proprietary rights, rights of publicity or privacy or other rights of any party, (ii) violates any law, statute, ordinance or regulation, including but not limited to laws and regulations related to spamming, privacy, consumer and child protection, obscenity or defamation, or (iii) is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (f) violate or attempt to violate the security of DriveAssist, including, without limitation, (i) accessing data not intended for you or logging into a server or account which you are not authorized to access, (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (iii) attempting to interfere with, disrupt or disable service to any end user, host or network, including, without limitation, via means of overloading, "flooding", "mail-bombing" or "crashing", (iv) forging any TCP/IP packet header or any part of the header information in any e-mail, (v) taking any action in order to obtain services to which you are not entitled or (vi) sending any virus, worm, Trojan horse or other harmful code or attachment; and (g) lease, rent out, or otherwise permit unauthorized access by third parties to DriveAssist without advance written permission of Aegis. Violations of system or network security may result in civil or criminal liability.

You agree that Aegis and/or identified incorporated third parties own all rights, title and interests in DriveAssist. This includes but is not limited to any and all rights existing under patent law, trade secret law, and intellectual property rights. This provision shall survive any termination of this Agreement.

LIMITED WARRANTY AND DISCLAIMERS
Aegis also does not warrant that your use of DriveAssist will be uninterrupted or error-free. Temporary interruptions of DriveAssist may occur from time to time (such as when you drive into an area that has no wireless coverage or when DriveAssist or the DriveAssist Service is undergoing maintenance) and DriveAssist may interrupt or otherwise disrupt your communication when you are not driving and when it is not wanted including possible interruption or blocking of 911 calls. Aegis will exercise reasonable efforts to attempt to limit or prevent such occurrences.

Aegis has technological and operational security policies and procedures to protect your information from loss, misuse, alteration, or unintentional destruction, but Aegis makes no representations or warranties regarding the security of DriveAssist or the transmission of data or information to and from DriveAssist and the DriveAssist Service. Aegis will not be liable to you or anyone else in the event of any unauthorized infiltration of any of its systems.

LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL AEGIS OR ITS LICENSORS AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING IN EACH CASE, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE EQUIPMENT OR ACCESS DATA, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE DRIVEASSIST SOFTWARE OR DRIVEASSIST SERVICE, EVEN IF AEGIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), THE ENTIRE LIABILITY OF AEGIS AND OF ALL OF AEGIS’ SUPPLIERS SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR DRIVEASSIST AND AS PART OF YOUR SUBSCRIPTION TO THE DRIVEASSIST SERVICE. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. To the fullest extent permissible pursuant to applicable law, in no event will Aegis, its licensors and suppliers, or agents or employees of any of the foregoing, be liable for any decision made or action taken by you or anyone else when using DriveAssist. You are responsible for the entire risk arising out of your use of DriveAssist.

INDEMNIFICATION
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold Aegis and its licensors (including their respective licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives of each of them) free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to reasonable attorney fees, arising out of or in connection with your use of DriveAssist.

ARBITRATION AND GOVERNING LAW
This agreement shall be exclusively governed by the laws of the State of New York, excluding its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed herein.

You agree that any dispute, claim or controversy, including arbitrability, arising out of or relating to this Agreement and DriveAssist shall be submitted to the American Arbitration Association for binding arbitration under the rules applicable to commercial contracts in the American Arbitration Association office nearest to the county in which you reside, unless otherwise agreed to in writing. The arbitrator's decision shall be final and legally binding and judgment may be entered thereon.

Each party shall be responsible for his, her or its share of the arbitration fees in accordance with the applicable rules of American Arbitration Association. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to costs of suit, including reasonable attorneys’ fees for having to compel arbitration or defend or enforce the award.

MISCELLANEOUS
This Agreement constitutes the entire agreement between Aegis and you with respect to the subject matter hereof. All previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this Agreement are merged in and superseded by this Agreement and shall be of no force or effect whatever and no party shall be liable to any other party in respect of those matters.

Aegis’ or your failure to require performance of any provision shall not affect that party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision shall be modified to the extent allowed under applicable law to reflect the intention of the parties, and if this cannot be done, then it shall be severed from this Agreement and the remaining provisions of this Agreement will remain in full force and effect.

No oral explanation or information provided by either party to the other shall affect the meaning or interpretation of this Agreement, or constitute any collateral agreement, warranty or understanding between the parties.

The headings in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation but are rather indicative rather than exhaustive and deemed to be followed by the words “without limitation.”

If you have any questions regarding the terms of this Agreement, please contact Aegis by sending an email to This e-mail address is being protected from spambots. You need JavaScript enabled to view it , or by writing to Aegis Mobility, End User License Agreement, 8525 Baxter Place, Suite 200, Burnaby, BC, V5A 4V7, Canada.