Aperia Technologies, Inc.
Halo Drive Mobile App – End User License Agreement
This End User License Agreement (“Agreement”) is a binding agreement between you (“End
User” or “you”) and Aperia Technologies, Inc. (“Company,” “we,” “us,” or “our”). This
Agreement governs your use of the Halo Drive mobile application (including all related
documentation, the “Application”). The Application is licensed, not sold, to you.
BY DOWNLOADING, INSTALLING, or USING THE APPLICATION, YOU (A)
ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
(B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO
ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND
AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE
TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, or USE THE APPLICATION.
- License Grant. Strictly subject to the terms and conditions of this Agreement,
Company grants you a limited, non-exclusive, and nontransferable license to:
(a) download, install, and use in accordance with the Application’s
documentation the Application for your personal, non-commercial use on a single mobile
device owned or otherwise controlled by you (“Mobile Device”); and
(b) access, stream, download, and use on such Mobile Device the Content and
Services (as defined in Section 6) made available in or otherwise accessible through the
Application. - License Restrictions. Without limiting any other prohibition or limitation set forth
in this Agreement or the Application’s documentation, You shall not:
(a) copy the Application, except as expressly permitted by this Agreement;
(b) modify, translate, adapt, or otherwise create any derivative work or
improvement, whether or not patentable, of the Application;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to
derive or gain access to the source code of the Application or any part thereof;
(d) remove, delete, alter, or obscure any trademark, copyright, patent, or other
intellectual property or proprietary rights notice in or on Application, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or
otherwise make available the Application, or any feature or functionality of the Application, to
any third party for any reason, including by making the Application available on a network
where it is capable of being accessed by more than one device at any time;
(f) remove, disable, circumvent, or otherwise create or implement any
workaround to any copy protection, rights management, or security features in or protecting the
Application;
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(g) Use the Application, any content produced by or relating to it, or our
services in violation of applicable law or regulation, including without limitation any pertaining
to transportation or vehicle maintenance or safety requirements; or
(h) Use the Application for any purpose other than for personal use and/or
internal business use.
- Reservation of Rights. You acknowledge and agree that the Application is
provided under license, and not sold, to you. You do not acquire any ownership interest in the
Application under this Agreement, or any other rights thereto other than to use the Application
strictly in accordance with the license granted, and subject to all terms, conditions, and
restrictions, under this Agreement. Company, its licensors, and/or its service providers reserve
and shall retain all right, title, and interest in and to the Application, including all copyrights,
trademarks, and other intellectual property rights therein or relating thereto, except as expressly
granted to you in this Agreement. - Halo Connect Hardware. The Application is intended to be used in connection
with the Halo Connect tire pressure monitoring system (the “Hardware”). The Hardware is sold
separately and is subject to the Company’s Master Terms (https://aperiatech.com/master_terms/)
(the “Master Terms”) and Hardware Warranty (https://aperiatech.com/hardware_warranty). The
Application may not function as intended or at all unless the Hardware is installed onto your
vehicle (your “Vehicle”), maintained in accordance with the instructions and documentation
accompanying the Hardware, and you have accepted the Master Terms. - Collection and Use of Your Information. You acknowledge that when you
download, install, or use the Application, Company may use automatic means (including,
without limitation, cookies and web beacons) to collect information about your Mobile Device,
your Vehicle, and about your use of the Application. You also may be required to provide certain
information about yourself as a condition to downloading, installing, or using the Application or
certain of its features or functionality. All information we collect through or in connection with
this Application is subject to our Privacy Policy (https://aperiatech.com/privacy-policy/) (the
“Privacy Policy”). By downloading, installing, using, and providing information to or through
this Application, you consent to all actions taken by us with respect to your information pursuant
to the Privacy Policy. - Content and Services. The Application may provide you with access to
Company’s website located at www.aperiatech.com and haloconnect.aperiatech.com (the
“Website”) and products and services accessible thereon, and certain features, functionality, and
content accessible on or through the Application may be hosted on the Website (collectively,
“Content and Services”). Your access to and use of such Content and Services are subject to
your acceptance of our Master Terms and Privacy Policy. Your access to and use of such
Content and Services may also require you to register with the Website, and your failure to do so
may restrict you from accessing or using certain of the Application’s features and functionality. - Geographic Restrictions.
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(a) The Content and Services are based in the state of California in the United
States. The Application may be made available in the United States, Mexico, Canada, Australia,
and South America (each a “Territory” and collectively the “Territories”).
(b) You are solely responsible for your use of the Application in any Territory
in which you use the Application, including, without limitation, complying with any and all laws
and regulations applicable to each Territory.
- Updates. Company may from time to time in its sole discretion develop and
provide Application updates, which may include upgrades, bug fixes, patches, other error
corrections, and/or new features (collectively, including related documentation, “Updates”).
Updates may also modify or delete in their entirety certain features and functionality. You
expressly agree that Company has no obligation to provide any Updates or to continue to provide
or enable any particular features or functionality. Based on your Mobile Device settings, when
your Mobile Device is connected to the internet either:
(a) the Application will automatically download and install all available
Updates; or
(b) you may receive notice of or be prompted to download and install
available Updates.
You expressly agree that: (i) the Application or portions thereof may not properly
operate should you fail to download and install available Updates, and (ii) all Updates will be
deemed part of the Application and be subject to all terms and conditions of this Agreement.
Some or all of the Application’s features and/or functionality may become unavailable while
Updates are being installed. We do not guarantee that the Application will function at all times
without interruption.
- Third-Party Materials. The Application may display, include, or make available
third-party content (including data, information, applications, and other products, services,
and/or materials) or provide links to third-party websites or services, (“Third-Party
Materials”). You acknowledge and agree that Company is not responsible for Third-Party
Materials, including their accuracy, completeness, timeliness, validity, copyright compliance,
legality, decency, quality, or any other aspect thereof. Company does not assume and shall not
have any liability or responsibility to you or any third party for any Third-Party Materials. Third-
Party Materials and links thereto are provided solely as a convenience to you, and you access and
use them entirely at your own risk and subject to such third parties’ terms and conditions.
- Term and Termination.
(a) The term of Agreement commences when you download the Application
and will continue in effect until terminated by you or Company as set forth in this Section 10.
(b) You may terminate this Agreement by deleting the Application and all
copies thereof from your Mobile Device.
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(c) Company may terminate this Agreement at any time without notice. In
addition, Company may terminate this Agreement immediately and without any notice if you
violate any term or condition of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement shall automatically
terminate; and
(ii) you must cease all use of the Application and delete all copies of
the Application from your Mobile Device and account.
(iii) Any and all sections that, by their nature, should reasonably
survive termination, shall do so, including without limitation, Sections 2, 3, 7, 9,
10, 11, 12, 13, 14, 17, 18, 19, 20, and 22.
(e) Termination will not limit any of Company’s rights or remedies at law or
in equity.
- Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER
“AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY
KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES,
LICENSORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH
RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT
LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR
UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE
APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED
RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE,
APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION,
MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR
THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
THE APPLICATION IS PROVIDED SOLELY FOR YOUR CONVENIENCE. YOU ARE
SOLELY RESPONSIBLE FOR THE USE, OPERATION, AND MAINTENANCE OF YOUR
VEHICLE, INCLUDING WITHOUT LIMITATION, FOR COMPLYING WITH ANY AND
ALL APPLICABLE LAWS RELATING TO YOUR USE, OPERATION, MAINTENANCE,
AND SAFETY OF YOUR VEHICLE.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS, LICENSORS,
AFFILIATES, OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR
RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE
CONTENT AND/OR SERVICES, INCLUDING WITHOUT LIMITATION, FOR:
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(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST
OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL,
BUSINESS INTERRUPTION, COMPUTER OR VEHICLE FAILURE OR MALFUNCTION,
OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE
EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE
APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH
DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES
WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF
LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY
NOT APPLY TO YOU.
- Indemnification. You shall indemnify, defend, and hold harmless Company and
its officers, directors, employees, agents, affiliates, successors, and assigns from and against any
and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest,
awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’
fees, arising from or relating to (a) your use or misuse of the Application or our service; (b) your
breach of this Agreement, including without limitation any provision set forth in Section 2 above
(including each subsection); (c) your violation of any applicable law or regulation; or (d) the
content you submit or make available through this Application. - Export Regulation. The Application may be subject to export control laws and
regulations of the United States (“U.S.”) and you expressly agree that you shall abide by those
laws and regulations. Under U.S. export control laws and regulations, unless authorized by the
U.S. government, the Application may not be downloaded or otherwise exported, re-exported, or
transferred to sanctioned countries, to parties listed on a U.S. government restricted party list, or
for prohibited end uses. You hereby represent, warrant and covenant that you: (a) are not located
in, or are a resident or a national of, a sanctioned country; (b) are not on any of the U.S.
government lists of restricted parties; and (c) shall not, unless otherwise authorized under U.S.
export control regulations, use the Application in any prohibited end use. You understand that
the requirements and restrictions of U.S. law as applicable to you may change over time, and
that, to determine the precise controls applicable to the Application, it is necessary for you to
refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office
of Foreign Assets Control sanction regulations. - US Government Rights. The Application is commercial computer software, as
such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US
Government or any contractor therefor, you receive only those rights with respect to the
Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R.
§227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their
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contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and
their contractors.
- Severability. If any provision of this Agreement is illegal or unenforceable under
applicable law, the remainder of the provision will be amended to achieve as closely as possible
the effect of the original term and all other provisions of this Agreement will continue in full
force and effect. - Governing Law. This Agreement is exclusively governed by and construed in
accordance with the internal laws of the State of California without giving effect to any choice or
conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to
this Agreement or the Application shall be instituted exclusively in the federal courts of the
United States or the courts of the State of California in each case located in the City and County
of San Francisco, California. You waive any and all objections to the exercise of jurisdiction
over you by such courts and to venue in such courts. - Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE
OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS
PERMANENTLY BARRED. - Entire Agreement. This Agreement constitutes the entire agreement between you
and Company with respect to the Application and supersedes all prior or contemporaneous
understandings and agreements, whether written or oral, with respect to the Application. - Waiver. No failure to exercise, and no delay in exercising, on the part of either
party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or power hereunder preclude further exercise of that or any other
right hereunder. In the event of a conflict between this Agreement and any applicable purchase
or other terms, the terms of this Agreement shall govern. - Amendments. We may, in our sole discretion, modify or update the terms of this
Agreement. Please review this Agreement periodically to ensure that you are up-to-date with any
changes. We will notify you of any changes to this Agreement by (a) email, if you provided an
email address to us or (b) notification within the Application, for example, through a push
notification. Your continued use of the Application after any such modification or update shall
constitute your acceptance thereof. - Confidentiality.
(a) You shall not disclose, or cause to be disclosed, for any purpose other than
as stated in this Agreement: (i) any technical, financial, strategic, and other proprietary and
confidential information or data relating to our business, operations, and properties; (ii) the
technical, financial, strategic, and other proprietary and confidential information or data relating
to the business, operations, or properties of Company, its licensors, and/or its service providers;
(iii) any other non-public information we, our licensors, or our service providers designate as
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being proprietary or confidential, or of which a reasonable person would know is confidential
(collectively, “Confidential Information”).
(b) Confidential Information shall not include any information to the extent it:
(i) is or becomes part of the public domain through no act or omission on the part of the End
User; (ii) was possessed by the End User prior to the date of this Agreement without an
obligation of confidentiality; (iii) is disclosed to the End User by a third party having no
obligation of confidentiality with respect thereto.
(c) You agree that all Confidential Information shall remain the exclusive
property of Company, its licensors, and/or its service providers. You agree (i) not to disclose or
permit disclosure of any Confidential Information to third parties for any purpose except as
permitted by us in writing; (ii) to take all reasonable measures to protect the secrecy of
Confidential Information; (iii) to prevent Confidential Information from falling into the public
domain; and (iii) to return or destroy all Confidential Information upon termination of this
Agreement or at our request, in each case subject to applicable law. In the event Confidential
Information is required to be disclosed pursuant to the order or requirement of a court
administrative agency, or other governmental body, you agree to provide us prompt notice of
such court order or requirement to enable us to seek a protective order or otherwise prevent or
restrict such disclosure.
This agreement was last updated on February 7th, 2023.