IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE REGISTERING
PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS (“AGREEMENT”) BEFORE REGISTERING TO USE PAVEL SOFTWARE (DEFINED BELOW). BY UNDERTAKING ANY OF THE FOLLOWING ACTIONS: (A) CLICKING THAT YOU ACCEPT OR AGREE TO THESE TERMS WHEN PRESENTED WITH THE OPTION TO DO SO; (B) REGISTERING FOR THE DISPATCH SOLUTIONS; OR (C) USING THE DISPATCH SOLUTIONS, YOU AGREE THAT (I) YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE LICENCEE (DEFINED BELOW) WISHING TO USE PAVEL SOFTWARE AND (II) TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR USE PAVEL SOFTWARE.
Subject to these terms and conditions this Agreement Pavel will provide a cloud-based dispatching platform and apps that simplify ride management (“Dispatch Solutions”) for third party Licensee (individually a “Licensee”). Pavel may in its sole discretion, from time-to-time during the term of this Agreement (as set forth in Section 2), modify, change, enhance, correct or upgrade the Dispatch Solutions (including addition of features and functionality thereto and removal of features and functionality therefrom).
2. Licensee undertaking
a. that you have validly registered business; b. that you have authority to bind any business on whose behalf you use the Product; c. not to copy the Product except where such copying is incidental to normal use of the Product or where it is necessary for the purpose of back-up or operational security; d. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Product; e. not to make alterations to, or modifications of, the whole or any part of the Product nor permit the Product or any part of it to be combined with, or become incorporated in, any other programs; f. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Product nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Product with another Product program, and provided that the information obtained by you during such activities: g. that this License is used only for the purpose of achieving inter-operability of the Product with another Product program; h. not used to create any Product which is substantially similar to the Product; i. to replace the current version of the Product with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt of such version or release; j. to include the copyright notice of the Licensor on all entire and partial copies of the Product in any form; and k. not to provide, or otherwise make available, the Product in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Licensor; l. that you are solely responsible, as between Pavel and User, for the service provided to your customers and you shall make your customers aware of your obligations under these terms and conditions. You agree that when using the Product you will comply with all applicable local laws and this License. In particular, but without limitation, you agree not to: • use the Product in any unlawful manner or in a manner which promotes or encourages illegal activity including (without limitation) copyright infringement; or • attempt to gain unauthorized access to the Product or any networks, servers or computer systems connected to the Product. You agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which they suffer or incur directly or indirectly as a result of your use of the Product otherwise than in accordance with this Licence or any applicable laws.
3. Term & Termination.
This Agreement shall remain in effect for as long as Licensee uses the Dispatch Solutions. Licensee may terminate this Agreement at any time for its convenience by giving Pavel thirty (30) days’ prior written notice. Yearly contracts will not be refunded after termination. Pavel reserves the right to terminate this Agreement and its provision of the Dispatch Solutions to Licensee by giving notice at any time, for any reason or for no reason at all.
4. Fees & Payment.
Licensee will pay Pavel for the Dispatch Solutions by credit card. In the event of a disputed payment, all current and future invoices will remain due and payable. Unless otherwise stated, all payments shall be made in Euros and all amounts referenced herein refer to Euros. Pavel reserves the right to change his pricing model 30th days in advance.
5. Privacy and Collection of Information.
6. Ownership of Data.
Pavel shall retain all right, title and interest in and to any Data collected using Dispatch Solutions; provided however, Pavel hereby grants Licensee a non-exclusive, royalty-free, fully-paid up, right and license to use the Data for its own internal business purposes in accordance with the terms and conditions of this Agreement. Such license will terminate when this Agreement is terminated.
7. Intellectual Property
a. All rights, title and interest in and to the Dispatch Solutions, including but not limited to any and all software (including any updates or modifications) created or used by Pavel and all Data, documentation, all trademarks, trademark applications, copyrights, technology, patents, patent applications, and/or tools used by Pavel to promote, market, offer for sale, sell the Dispatch Solutions and all of the intellectual property rights with respect to each of the foregoing (collectively, “Pavel Intellectual Property”) shall be owned exclusively by and remain with Pavel. b. Except, as expressly set forth in this Agreement, Licencee has no rights with respect to the Pavel Intellectual Property. c. Licencee may not, directly or indirectly: i. remove or modify any disclaimers, proprietary notices or copyright notices displayed on the Pavel Intellectual Property ii. create or engage with a third party to create any web-based or mobile application based platform that infringes or misappropriates any Pavel Intellectual Property iii. sell, lease, sublicense or otherwise use, transfer or provide access to the Dispatch Solutions (or any part thereof or any rights therein), directly or indirectly, to any third party or for the benefit of any Licencee partner, subsidiary or affiliate iv. reverse engineer, disassemble, decompile, modify, enhance, correct, upgrade, change in any way, or create any derivative work based on Pavel Intellectual Property; or v. use, publish or display the Pavel Intellectual Property in any way that may impair the validity of Pavel’s right in such property or take any other action that is inconsistent with the limitations set forth in this Section 6.
8. Confidential Information.
It is understood that Pavel may disclose certain confidential and proprietary information including without limitation, data, software, communications and materials (collectively, “Confidential Information”), in whatever form presented, either before or after the execution of this Agreement to Licensee. Confidential Information shall not include any information that:
a. is or becomes generally known to the public without breach of any obligation owed to Pavel b. was known to the Licensee prior to its disclosure by the Pavel without breach of any obligation owed to the Pavel c. was independently developed by the Licensee without breach of any obligation owed to the Pavel d. is received from a third party without breach of any obligation owed to the Pavel. Licensee agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). In the event that Licensee is compelled by law to disclose Confidential Information of Pavel, it shall provide the Pavel with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Pavel’s cost, if the Pavel wishes to contest the disclosure. Upon termination or expiration of this Agreement, whichever is early, Licensee shall return all Confidential Information to Pavel. Licensee acknowledges and agrees that, because it may be difficult to assess the damages incurred by Pavel from a breach of Section 6 or this Section 7, Pavel shall have the right, in addition to any other legal and equitable remedies available to it, to injunctive relief to prevent any potential breach or further breach of Section 6 or this Section 7.
9. Non-Compete and Exclusivity Agreement.
During the term of this Agreement and for a period of twelve months following the termination of this Agreement, Licensee will not (a) engage or engage a third party to develop any software or mobile application that provides dispatch solutions or (b) engage in a partnership with any other company that provides dispatch solutions. Pavel is not restricted in any way during the term of this Agreement or for any period after the termination of this Agreement to pursue other business relationships or agreements with other Licensees
10. Compliance with Laws.
Licensee represents, warrants and covenants that it possesses and shall maintain at its own expense all permits, licenses, approvals, registrations, consents and certificates and pay all fees and other amounts required by law with respect to its business and /or performance of this Agreement. Licensee shall, in connection with performance of this Agreement, comply at its own expense with all applicable federal, state, and local laws, ordinances, rules, regulations, court orders and governmental or regulatory agency orders (collectively, “Laws”), including without limitation, Laws relating to the operation of a livery business or other taxes due in connection with provision and sale of its livery services. Licensee shall promptly take all-necessary actions required to reedy a violation of any such Law, ordinance, rule, regulation or order.
11. Taxes & Insurance.
Each party shall pay any and all taxes and fees imposed by Law on it in connection with such party’s performance of this Agreement. Any applicable local, sales or use taxes due in connection with the provision of livery services associated with the Dispatch Solutions shall be the responsibility of Licensee. Licensee shall maintain at all times during the term of this Agreement insurance coverage with minimum amounts and scope as is customary and reasonably taking in to account the nature of Licensee’s business. Licensee shall provide Pavel with evidence of such insurance coverage upon request.
THE DISPATCH SOLUTIONS PROVIDED HEREUNDER ARE PROVIDED STRICTLY ON AN “AS IS” BASIS, AND NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REPRESENTATIONS OR PROMISES HAVE BEEN MADE OR ARE GIVEN BY PAVEL TO LICENCEE OR ANY OTHER PERSON REGARDING THE ORIGINALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SUITABILITY, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE OF THE DISPATCH SOLUTION OR ANY PART THEREOF AND NO WARRANTY IS GIVEN THAT THE DISPATCH SOLUTIONS WILL CONFORM TO ANY DESCRIPTION THEREOF OR BE FREE OF DEFECTS OR ERRORS. ALL INTEGRATION AND USE OF, AND PROBLEMS CAUSED BY OR RESULTING FROM USE OF, ANY THIRD PARTY SOFTWARE OR SERVICES IN CONJUNCTION WITH THE DISPATCH SOLUTIONS IS THE SOLE AND EXCLUSIVE RESPONSIBILITY OF LICENCEE AND PAVEL SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. PAVEL DOES NOT GUARANTEE THAT THE DISPATCH SOLUTIONS WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME a. CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS b. CAUSED BY ANY FAILURES OF LICENCEE’S EQUIPMENT, SYSTEMS OR SERVERS, c. FOR SCHEDULED MAINTENANCE d. FOR ANY EVENTS OF FORCE MAJEURE, AS DESCRIBED IN SECTION 15(i).
13. Limitation of Liability.
IN NO EVENT SHALL PAVEL OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ITS EMPLOYEES, REPRESENTATIVES, AGENTS, AND OFFICERS BE LIABLE TO LICENCEE FOR: a. INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS AND LOST OPPORTUNITIES), EVEN IF MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES b. DAMAGES IN EXCESS OF THE AMOUNT EQUAL TO THE TOTAL SUM PAID BY LICENCEE TO PAVEL DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT BY LICENCEE AGAINST PAVEL MORE THAN ONE (1) YEAR AFTER THE DATE THE CLAIM AROSE.
Licensee shall indemnify, defend and hold Pavel and any of its affiliates and each of their respective officers, directors, shareholders, employees, agents, successors and assigns (collectively, “Indemnified Parties”) harmless from and against any and all claims, actions, fines, penalties, liabilities, damages, or expenses (including attorney’s fees and any other reasonable costs or litigation) (collectively, “Claims”) that any of the Indemnified Parties may suffer, sustain, or incur, arising out of or related to i. Licensee’s provision of livery services, including without limitation any property loss, damage, personal injury or death, sustained by a Client; ii. any negligent acts, errors, omissions or intentional misconduct of the Licensee, its employees, subcontractors, or agents and iii. Licensee’s failure to comply with any Law.
All notices, consents or approvals hereunder will be in writing and will be deemed to have been given and received when a. delivered personally (against receipt) or by courier; b. received by certified or registered mail, return receipt requested, postage prepaid; c. sent by email or confirmed facsimile transmission; in Pavel’s case, at [INSERT CONTACT INFORMATION] and in Licencee’s case, at the email address provided by Licencee upon registration for the Dispatch Solutions or at any address provided by Licencee upon registration.
a. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect b. Assignment Licensee may not assign any or all of its rights or delegate any or all of its duties or obligations under this Agreement without the express written consent of Pavel. Pavel may assign this Agreement (by operation of law or otherwise) in its entirety without Licensee’s consent to any subsidiary, affiliate or related entity, or to a successor in interest in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any assignment or delegation in violation of this Section 15(b) will be void and of no force or effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns c. Non-Waiver. Either party’s failure at any time to require strict performance from the other party of any of the provisions hereof shall not waive or diminish either party’s right thereafter to demand strict compliance therewith or with any other provision d. Governing Law. This Agreement shall be governed exclusively by the internal laws of Belgium, without regard to its conflicts of laws rules; e. Dispute Resolution. Any disputes arising between the parties as a result of this Agreement shall be settled by arbitration in accordance with the rules of the courts of Turnhout (Belgium) and judgment upon the award rendered may be entered in any court having jurisdiction thereof f. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any amendments, modifications or waivers of this Agreement may only be made by Pavel as executed in a writing, posted in a notice on its website (www.mypavel.com) or by sending you a notice via email or postal mail. Use of the Dispatch Solutions by you following such notification will constitute your acceptance of the modified terms and conditions g. Surviving Provisions. The provisions of Sections 6, 7, 8, 9, 10, 11, 12, and 13 shall survive termination of this Agreement Mmmh komt die van u of uit 1 van die contracten… Punt is dat bijvoorbeed punt 9 er staat dat concurrentiegeding geldt voor 12 maanden… dit spreekt dit dan tegen… h. Independent Contractor. Nothing contained in this Agreement or in the relationship of Pavel and Licensee shall be deemed to constitute a partnership, joint venture or any other relationship between the parties except for the contractual agreement described herein. Neither party shall have any authority to execute any contracts or agreements for or on behalf of the other party or to bind the other party in any manner except as provided herein; i. Force Majeure. Neither party to this Agreement shall be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from act of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or internet services or network provider services, failure of equipment and or software, other catastrophes or any other occurrences which are beyond such party’s reasonable control.