User Terms and Conditions
ULU B.V. (“ULU” or “we”) provides its Services (as defined below) to you as the “User”, subject to these User Terms and Conditions (“T&C”).
1. Applicability T&C
1.1 These T&C apply to all Services of ULU and subscription(s) between ULU and a User.
1.2 By subscribing to our Platform, you acknowledge that you have received these T&C. The text of the T&C will be made available (electronically) for the User before registering with ULU under an ULU account.
1.3 The subscription will be established at the moment User creates an ULU account via our website and the subscription fee has been paid.
1.4 ULU reserves the right, at its sole discretion, to change or modify these T&C. In such event, the changes or modifications including the effective date thereof will be made available through the website, the ULU account, email notification, or through other reasonable means. You will be requested to accept the new T&C. If you do not agree with the new T&C, you should stop using our Services.
Agreed use: the use of the Services intended by ULU, as known or as reasonably should be known to User, as also further specified in (although not limited to) article 7 of these T&C.
Application: the (mobile) application of ULU, which is available for web browser, mobile phone, tablet and other wearable’s or by using the ULU API, including new versions, updates or features thereof.
Hardware: the device that plugs in to your vehicle, including the software embedded thereon.
Intellectual Property Rights (IPR): all current and future intellectual property rights, such as but not limited to: trademarks, trade names, domain names, patents, industrial designs, copyrights, database rights and know-how related to the Services.
Platform: the platform of ULU accessible through the Application via an ULU account, whereby the operation and performance information of the User’s vehicle is provided to and accessible for the User.
Services: the services ULU provides and makes available, including the Platform, and as further specified in article 3.1.
T&C: these general user terms and conditions.
ULU: ULU B.V., having its address at: High Tech Campus 1 (5656 AE) Eindhoven, the Netherlands, with email address: firstname.lastname@example.org.
User: you, a natural person, who uses the Services of ULU.
3. Description of Services
3.1 Our Services consist of access to our Platform, whereby real time information on usage and operations of a vehicle and driving is collected and analysed (“Services”). These connected services are enabled by use of the ULU device (an OBD dongle) (“Hardware”), which transmits data over a secure connection to the ULU cloud. By using the ULU application on your web browser, mobile phone, tablet and other wearable’s or using the ULU API, you have access to the collected data and analysis results.
3.2 ULU reserves the right to make the website and/or the Application (temporarily) unavailable, or to restrict the use thereof, without prior notification to you, for (preventive) maintenance or the carrying out of modifications or improvements. The foregoing does not provide User with any right to compensation from ULU.
3.3 ULU reserves the right to, temporarily or permanently, either modify or discontinue (part of) the Services, including any features therein, at any time with or without prior notice to you, such without being liable to you or any third party. Any new features that enhance or otherwise change the then current version of the Service shall also be subject to these T&C.
3.4 User acknowledges and agrees that the software related to or embedded in the Services are provided “AS IS” without any warranties of any kind. ULU expressly disclaims any and all warranties, whether express or implied, including, but not limited to, merchantability, title, fitness for a particular purpose, non-infringement, quality, accuracy, timeliness, completeness, correctness or reliability.
4. ULU account
4.1 User can register with ULU via the website for an ULU account. With the ULU account the data that is processed about a User’s vehicle, becomes accessible for User via the Application.
4.2 User may not transfer or share its account with another person. Any communication that is received through User’s ULU account is, without further inquiry, assumed to be made by User.
4.3 ULU reserves the right to temporarily or permanently disable (part of) the Services and/or terminate your ULU account or prevent access thereto, if ULU is in the opinion you are acting unlawful or you have violated these T&C.
5. Subscription, price and payment (as far as applicable)
5.1 In order to use the Services, a subscription with ULU is required. This article applies only as far as the applicable subscription fee is to be paid directly by User to ULU.
5.2 User will be requested to select a payment method and provide ULU with the necessary bank or credit card information when registering an ULU account and taking care of the payment of the subscription fee. User represents and warrants to ULU that such information is correct and User will promptly update the personal account information in the event of any changes that may occur.
5.3 Once the subscription is up for renewal, User will be notified upfront with the request to renew its subscription and take care of payment of the applicable subscription fee. User acknowledges that renewal of the subscription does not automatically comprise the delivery of new Hardware. If User does not (timely) renew the subscription, User will not be able to use the Services after the term of the previous subscription ends.
5.4 User acknowledges and accepts that, until the subscriptionis terminated in accordance with these T&C, User will be obliged to pay the associated fees and/or prices (as far as applicable), even if User does not use (part of) the Services. If User does not (timely) pay the applicable subscription fees, ULU also has the right to disable (part of) the Services and/or terminate your ULU account or prevent access thereto.
5.5 Unless explicitly indicated otherwise, all prices are in Euro and excluding VAT, delivery or shipping costs and/or other charges imposed or to be imposed by government (e.g. customs clearing costs).
5.6 ULU reserves the right to amend its subscription fees and prices.
5.7 If ULU charges you by direct debit and you dispute such charges, you must let ULU know within ten (10) days after the collection date thereof.
5.8 If User does not (timely) pay the amounts due, the direct debit is unsuccessful or the debited amounts are reversed by User, User shall be in default by operation of law, without ULU being required to send a formal notice of default. In such event, ULU is also entitled to immediately cancel and terminate all Services and block User’s access to the Platform and/or its ULU account.
6. Hardware delivery and replacement
6.1 The Hardware can be obtained by registering an ULU account and payment of the applicable subscription fee (as far as applicable).
6.2 Indicated delivery dates or terms are estimates only and do not bind ULU or its official resellers in any way.
6.3 Delivery of the Hardware including all necessary materials shall be for the risk of ULU until the Hardware is offered for delivery at the address specified by User.
6.4 The Hardware will at all times remain the exclusive ownership of ULU.
6.5 Renewal of the subscription with ULU does not automatically entail the delivery of new or additional Hardware. If the subscription is not renewed, the Hardware will automatically stop transferring and upload new data.
6.6 If the device is not functioning properly, User may contact ULU in accordance with the terms of the Hardware Warranty. If the warranty period under the Hardware Warranty or in accordance with applicable law has expired, ULU is entitled to request a fee for sending a new hardware device.
7. Agreed use
7.1 Subject to these T&C, User may access and use the Services and Platform for personal use only.
7.2 All IPR related to the Services and the Platform are exclusively vested with ULU and/or its licensors. Subject to these T&C, ULU hereby grants User a personal, non-exclusive, non-transferable and non-sublicensable right to use the Services for the term of the subscription, provided that User shall not copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or sell, assign, sublicense or otherwise transfer any IPR or other right in relation to the Services and/or the Platform. User shall not remove, alter, or obscure any product identification, copyright, or other intellectual property notices on or in the Hardware and/or Application.
7.3 User shall furthermore not: (a) reproduce, sublicense, (re)sell, rent, lease, transfer, or otherwise commercially exploit or make available the Hardware or Platform (including related or embedded software) to a third party; (b) use the Platform or Services in any unlawful manner, (c) use the Platform or Services in a way that interferes with or disrupts the integrity or performance of the Platform or Services, (d) modify, adapt or hack the Hardware and/or Platform, (e) disrupt, damage, or limit the functioning of the Hardware or Platform (including related or embedded software), or otherwise attempt to gain unauthorized access to the Hardware or Platform.
7.4 User shall comply with any and all codes of conduct, policies or notices ULU provides or publishes in connection with the Services.
7.5 User is solely responsible for all data, information, feedback, suggestions, text, content or other materials (“Content”) uploaded, posted, transmitted, provided or otherwise made available in connection with or relating to the Service. By uploading, transmitting or making available the Content on or through the Platform or Services, User grants ULU with a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable and transferable license to reproduce, distribute, display, modify, publish or otherwise use the Content in connection with the Services.
7.6 User is solely responsible for maintaining the confidentiality of its user name and password related to its ULU account and all activities that occur under that account.
7.7 User acknowledges and accepts that ULU communicates with User by email, SMS, MMS or other text message services. User is responsible for keeping the account information up-to-date. User accepts full responsibility in the event notifications by ULU are missed due to not updating the account information.
8.2 In order for the Services, more specifically the Hardware to function: (a) a continuous properly functioning Internet connection is required and (b) the Hardware must be properly installed in the User’s vehicle. User acknowledges and agrees that ULU has no control over the Internet, third party networks or –services User may access in the course of the use of the Services, and therefore, delays and disruptions of such networks or service transmissions are beyond ULU’s control and ULU cannot be held liable in that respect.
9. Term, renewal and termination
9.1 The subscription continues for the term as indicated in the confirmation email in relation thereto. . After the initial term ends, the subscription may be renewed for a new term.
9.2 If User does not (timely) renew the subscription, User will not be able to use the Services after the term of the previous subscription ends.
9.3 ULU is entitled to terminate the subscription (in whole or in part) with immediate effect, without giving prior notice to User in writing, when: (i) ULU is required to do so by law or verdict; (ii) ULU suspects that User is unlawfully using or misusing the Platform, Hardware of other Services; (iii) User has not (timely) paid the applicable (renewal) subscription fees.
9.4 Upon termination of the subscription, the User’s right to use the Services immediately ceases, and User acknowledges and agrees that ULU may deactivate or delete the ULU account and all related information and data in that account and/or bar any further access to such data.
10.1 ULU’s total liability due to an attributable failure in complying with the subscription with User, including any provided warranties thereunder, is limited to the compensation of direct damages, and limited to the amount of one time the subscription fee paid.
10.2 ULU cannot be held liable for: (i) any indirect, incidental, special, exemplary or consequential damages, including lost data or Service interruption, or (ii) any injuries to persons or damage to property related to your use of the Application or Hardware.
10.3 The limitations above shall not apply in the event the damages were caused by deliberate or gross negligence on the part of ULU.
10.4 Unless performance by ULU is permanently impossible, ULU’s liability for an attributable failure in complying with the subscription will only arise if User provides ULU with a notice of default in writing, setting a reasonable term for remedying the failure, and ULU continues to be in default to fulfil its obligations after that period. The notice of default must contain a complete and detailed description of the failure.
10.5 In any event, the right to compensation for User shall only exist when User has notified the damage to ULU forthwith after its occurrence. Any claim to damages against ULU shall be extinguished by the mere lapse of twelve months after the claim arises.
10.6 ULU shall not be liable in the event of force majeure. Force majeure circumstances include (amongst others): war, fire, natural disasters, strikes, Internet or telecommunication, -connection or network problems, inability to secure transportation, faults or non-compliance of suppliers, partners or other services providers of ULU, governmental act or regulation, or any other event beyond ULU’s reasonable control, whether or not foreseeable.
10.7 Our Services may link you to websites and/or applications on the Internet or include references to information, documents, software, materials and/or services provided by third parties. Such websites, applications and third parties are not under ULU’s direct control, and you acknowledge that ULU is not responsible for the accuracy, legality and/or non-infringing nature of (the content on) such websites and applications, information or other services.
12. Applicable law
12.1 These T&C shall be governed by and is construed in accordance with the laws of the Netherlands.
13.1 User is not permitted to assign or transfer its rights or obligations under the subscription to a third party. ULU is permitted to assign and transfer its rights and obligations under the subscription, without prior consent of User.
13.2 If any provision of these T&C is held invalid or unenforceable, this shall not affect the other remaining provisions of these T&C. The invalid or unenforceable provision shall be reworded in a manner consistent with applicable law and the original intention.
13.3 Any failure by ULU to enforce or exercise any provision of these T&C or related rights shall not constitute a waiver of that right or provision.
Eindhoven, July 2015