Collection of Personal Information
Types of Personal Information that we may collect include:
- Information that you provide when using the Services, including name, address, email address, log-in information, company, title, payment and billing information, and any other information that you may provide.
- Information that you provide when applying for a job, including name, address, email address, phone number, employment history, educational background and other information that you may provide. We may use a third-party platform for such applications.
- Information automatically collected through tracking technologies when you use the Services, including usage and technical information to create a more personalized online experience.
If you choose not to provide Personal Information when requested, you may not be able to access a particular Service, where the Service requires such disclosure.
When you visit our website, we and third parties may collect information about your online activities over time and across third-party websites or other online services for the purpose of targeted advertising. We may also collect certain electronic information that cannot be associated with you personally, such as the domains you visited immediately prior to visiting our websites, the number of visitors to our websites, browsing patterns and areas of interest on our websites. We may collect this information in order to help us improve the Services including our websites, and better serve our customers, job applicants, and others. Because such information is not Personal Information, it is not subject to the remaining provisions of this policy.
Use of Personal Information
We process your Personal Information for the following lawful reasons:
- to fulfill a contract, or to take steps in connection with fulfilling a contract, including when you apply for or are offered a job;
- to comply with the law, including in response to requests by government or law enforcement authorities conducting an investigation;
- to conduct our business and pursue our legitimate interests, in particular:
- to provide Services you have requested, and respond to any comments or complaints you may send us;
- to help us monitor, personalize, improve and protect the Services, both online and offline, as well as to develop new products and services;
- to monitor customer accounts to prevent, investigate and/or report fraud, terrorism, misrepresentation, security incidents or crime, in accordance with applicable law;
- to investigate any complaints received from you or from others, about the Services;
- where you give us consent:
- We will send you direct marketing in relation to our relevant products and services, or other products and services provided by us, our affiliates and carefully selected partners;
- On other occasions where we ask you for consent, we will use the Personal Information you provide for the purpose we explain to you at the time we ask for your consent.
When we rely on our legitimate interests as a lawful basis for processing your Personal Information, we ensure that we only do so if we can do so whilst protecting your rights and freedoms.
We may use aggregated information and de-identified information without restriction.
A cookie is a text file that a website transfers to your device’s hard drive for record-keeping purposes and is used to enhance the quality of your visit to the website.
Our websites use the following types of cookies:
- Strictly Necessary Cookies: These cookies are essential in order to enable you to move around our websites and use their features, such as accessing secure areas. Without these cookies, services like enabling appropriate content based on your type of device cannot be provided.
- Performance Cookies: These cookies collect information about how visitors use our websites, so that we can analyze traffic and understand how our visitors interact with our websites.
- Functionality Cookies: These cookies allow our websites to remember choices you make (such as your user name, or the region you are in) and provide enhanced, more personal features. These cookies can also be used to remember changes you have made to text size, fonts and other parts of websites that you can customize.
- Social Media Cookies: These cookies are used when you share information using a social media sharing button or “like” button on our websites or you link your account or engage with our content on or through a social media site such as Facebook, Twitter, LinkedIn or Google+. This information may be linked to targeting/advertising activities.
- Advertising Cookies: Our websites may use third party advertising networks to deliver targeted advertising. They may also have the capability to track your browsing across different sites and apps.
Where required, we will ask for your agreement before we collect cookies from you. Most web browsers automatically accept cookies, but if you prefer, you can edit your browser options to block them in the future. The Help portion of the toolbar on most browsers will tell you how to prevent your computer from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. Visitors to our websites who disable cookies will be able to browse certain areas of the websites, but some features may not function.
Disclosure of Personal Information
Under certain circumstances, we may provide your Personal Information to third parties for the purpose of delivering our goods or services to you and for other purposes related to your use of the Services or your interest in securing employment with Caravan Tech. For example, we may provide such Personal Information to our third-party service providers, authorized sales representatives, authorized distributors, shipping companies, or recruiters. We will only provide those third parties with the Personal Information they need to perform the contemplated service.
Aside from the circumstances described above, we will not provide any of your Personal Information to other companies or individuals without your consent, unless required by law or for the other legal purposes described below.
We may disclose your Personal Information to local and foreign public or governmental authorities to comply with legal, regulatory or administrative reporting requirements, or to an investigative body in the case of a breach of an agreement or contravention of law, or as otherwise required by other law.
We may also disclose your Personal Information where necessary for the establishment, exercise or defense of legal claims, to investigate or prevent actual or suspected loss or harm to persons or property, to allow us to pursue available remedies or limit the damages that we may sustain, or as otherwise permitted by law.
Security of Personal Information
When you provide Personal Information by using the Services, your Personal Information is protected both online and offline. We have implemented technical, physical and administrative measures, as well as policies and procedures designed to safeguard your privacy from unauthorized access, use, disclosure, modification or destruction and will continue to update these measures as new technology becomes available. Although we take efforts to protect your Personal Information, we cannot guarantee the security of your Personal Information transmitted over the internet or any wireless network. We will rely on currently available technologies and take appropriate security measures to protect your Personal Information. If you have any concern about the security of your Personal Information (for example, if you feel that the security of your account has been compromised), please contact us using the details in the “How to Contact Us” section below.
Our websites are not intended for children under the age of 13, and we do not knowingly collect Personal Information from children under the age of 13. If you believe we have collected information about a child under the age of 13, please contact us at email@example.com so that we may take appropriate steps to delete such information. If you are a child under the age of 13, do not use or provide any Personal Information through our websites.
Consent to Cross-Border Transfer of Data, Including Personal Information
To the extent possible, Personal Information collected and produced by us in the territory of the People’s Republic of China will be stored in mainland China. However, as an international organization, data we collect, including Personal Information, may be transferred internationally throughout Caravan Tech’s organization to Caravan Tech’s headquarters. Some of these foreign jurisdictions may not provide the same level of privacy protection as your local jurisdiction. We will share your Personal Information within the Caravan Tech group of companies in order to help us improve the Services including our websites, and better serve our customers, job applicants, and others. In addition, as described in this policy, we may disclose your Personal Information to third-party service providers or public or governmental authorities in the U.S. or other jurisdictions. We will take proper measures to protect your Personal Information at adequate or comparable levels of protection as your local jurisdiction. By providing Personal Information through your use of the Services, you consent to such transfers or disclosures of your Personal Information.
How to Contact Us
We hope that we can satisfy queries you may have about the way we process your Personal Information. Please submit any questions, concerns or requests to exercise your applicable rights to us at firstname.lastname@example.org or by writing to Caravan Tech LLC 5270 NW 106th Ct, Doral 33178, FL, USA
- Acceptance of the Terms
- Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or Materials we provide on the Website, in our sole discretion without notice. Notwithstanding any obligations under the SLA, we will not be liable if for any reason all or any part of the Website is unavailable for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
- Making all arrangements necessary for you to have access to the Website.
If you or are provided with a username, password, or any other piece of information as part of our security procedures (collectively, “Access Credentials”), you must treat the Access Credentials as confidential, and not disclose them to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your Access Credentials. You agree to notify us immediately of any unauthorized access to or use of your Access Credentials or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Access Credentials or other personal information.
- Intellectual Property Rights
The Website, including all content, features, and functionality (including but not limited to all information, displays, text, graphics, buttons, images, audio, video, digital downloads, data compilations, software, and the design, selection, and arrangement thereof (collectively, the “Materials”)) are owned by Caravan Tech (or its suppliers or licensors) and are protected by copyright laws, international copyright treaties, patent laws, trademark laws, and other intellectual property laws and treaties.
- Your computer may temporarily store copies of Materials in memory incidental to your accessing and viewing the Materials.
- If we provide media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any Materials from the Website.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of Materials from the Website.
If you wish to make any use of Materials on the Website other than that set out in this Section 5, please address your request to: email@example.com
The trademarks, logos, and service marks (“Marks”) displayed on this Website are the property of Caravan Tech or other third parties.
, and variants thereof (“Caravan Tech Marks”), and other trademarks used by Caravan Tech are registered or unregistered trademarks of Caravan Tech and/or its affiliates. Otherwise, you are not permitted to use the Caravan Tech marks or Marks without the prior written consent of Caravan Tech or the third party that may own the Mark, and nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Caravan Tech Marks or Marks.
- Prohibited Uses
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Caravan Tech, a Caravan Tech employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Caravan Tech or users of the Website, or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the Materials.
- Use any device, software, or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
- Warranties and Disclaimers
Caravan Tech intends for the Materials contained on this site to be accurate and reliable. These Materials may, however, contain technical inaccuracies, typographical errors or other mistakes. Caravan Tech may make corrections or other changes to these Materials at any time. Caravan Tech reserves the right to make corrections, modifications, enhancements, improvements and other changes to its products and Services at any time or to discontinue any products or Services without notice. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
THE MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CARAVAN TECH MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THESE MATERIALS AND SERVICES FOR ANY PURPOSE AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THESE MATERIALS AND SERVICES, INCLUDING BUT NO LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. Caravan Tech MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, COMPLETENESS OF OR THE RESULTS OF THE USE OF, THIS SITE, THE MATERIALS OR THE SERVICES.
- Limitation on Liability.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF Caravan Tech AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $1,000.00.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Links to Third Party Sites; Linking to the Website
Certain links may from time to time be provided herein to permit you to leave this site and enter non-Caravan Tech sites. These linked sites are not under Caravan Tech’s control. Caravan Tech is not responsible for the contents of any linked site or any changes or updates to such sites. Caravan Tech provides these links to you only as a convenience. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Caravan Tech’s publication of information regarding third-party products or services does not constitute an endorsement regarding the linked site or the suitability of such products or services or a warranty, representation or endorsement of the linked site or such products or services, either alone or in combination with any Caravan Tech product or service.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Website other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
- User Contributions
By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the unrestricted right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such User Contributions.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Caravan Tech, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
- Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason at our sole discretion.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property, privacy, or publicity rights.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Materials on or through the Website. YOU WAIVE AND HOLD HARMLESS CARAVAN TECH AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We cannot review all material and information before any posting on the Website, and cannot ensure prompt removal of objectionable material or information after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content, including User Contributions, provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
- Specific Notice Regarding Caravan Tech Products
Unless otherwise specified, products purchased from Caravan Tech are subject to Caravan Tech’s Standard Terms and Conditions of Sale, which should be reviewed carefully before placing an order. To obtain a copy of Caravan Tech’s Standard Terms and Conditions of Sale, contact Sales.
- Reliance on Information Posted; Forward-Looking Statements
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including but not limited to materials provided by other users, third-party licensors, and third-party content contributors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Caravan Tech, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Caravan Tech. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
- Governing Law; Dispute Resolution
- Limitation on Time to File Claims.
- Equitable Relief
- Waiver and Severability
- Entire Agreement
- Comments and Concerns; Copyright Notice
The Website is operated by Caravan Tech, 5270 NW 106th Ct, Doral, FL 33178, EE. UU.. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: firstname.lastname@example.org.
Copyright ©2021 Caravan Tech LLC. All rights not expressly granted herein are reserved.
Acceptable Use Policy
Customers must use the Services and the Website in accordance with this Acceptable Use Policy. A customer’s violation of this Acceptable Use Policy will be considered a material breach of the Agreement. If you violate the Acceptable Use Policy or authorize or help others to do so, we may suspend or terminate your use of the Services.
In using the Services and the Website, each Customer shall not, or permit any person to, at any time directly or indirectly:
- copy, modify, or create derivative works of the Services or the Website, in whole or in part;
- rent, lease, lend, sell, resell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or the Website;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or the Website, in whole or in part;
- use or attempt to use the Services or the Website to copy, extract, scrape, or reutilize any data contained within the Services or the Website that is not Returned Data (as defined in the Agreement) or is otherwise not intended to be provided to such customer as part of the Services or the Website;
- remove, disable, or circumvent any security features of the Services or the Website;
- use the Services or the Website to engage in conduct that restricts or inhibits anyone’s use of the Services or the Website, or which Caravan Tech determines may harm Caravan Tech or other users or expose them to liability;
- use the Services or the Website in any manner that could disable, overburden, damage, or impair the Services or the Website, or interfere with another’s use of the Services or the Website;
- use any device, software, or routine that interferes with the proper working of the Services or the Website;
- send, upload, distribute, or disseminate illegal, unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, profane, hateful, violent, or otherwise objectionable material;
- promote, support, or facilitate unlawful, hateful, discriminatory, or violent causes;
- introduce, distribute, or use the Services or Website in connection with any viruses, trojan horses, worms, spyware, adware, or other material or code which is malicious or technologically harmful;
- attempt to gain unauthorized access to, interfere with the proper working of, damage, or disrupt any parts of the Services or the Website, including servers, computers, or databases connected to the Services or the Website;
- perform penetration testing, load testing or security testing relating to the Services or the Website without Caravan Tech’s prior written consent;
- remove, delete, alter, or obscure any copyright, trademark, or other proprietary notices from the Services or the Website;
- use the Services or the Website in any manner or for any purpose that infringes, misappropriates, or otherwise violates any person’s intellectual property right, other right (such as rights of privacy or publicity), or enjoyment of the Services or the Website;
- use the Services or Website in a way intended to avoid incurring fees or exceeding usage limits or quotas;
- impersonate another person, entity or Caravan Tech or its affiliates or otherwise misrepresent themselves or the source of any communication;
- transmit material that may be harmful to minors;
- use the Services or the Website in any way that would disparage Caravan Tech or its affiliates;
- use the Services or the Website in any way that violates any applicable industry standards, or other applicable policies or requirements that Caravan Tech may communicate to such customer;
- promote, facilitate, or encourage illegal activity or use the Services or the Website in any way that violates any applicably federal, state, local, or international law or regulation; or
- in connection with use of the Services involving up to 50 devices or up to 1000 WiFi API calls per month, exceed 200 WiFi API calls per day for production purposes.
Our Monitoring and Enforcement
We reserve the right, but do not assume the obligation, to investigate any violation of this Acceptable Use Policy or misuse of the Services or Website and may remove, disable access to, or modify any content or resource that violates this Acceptable Use Policy or any other agreement we have with you for use of the Services or the Website.
Caravan Tech may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate Customer information. Caravan Tech may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to assist in the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Acceptable Use Policy.
Reporting of Violations of this Policy
If Customer becomes aware of any violation of this Acceptable Use Policy, Customer will immediately notify Caravan Tech and provide it with assistance, as requested, to stop or remedy the violation. To report any violation of this Acceptable Use Policy, please contact our legal department at email@example.com
Master Services Agreement
This CARAVAN TECH SERVICES AGREEMENT (the “Agreement”) governs Customer’s acquisition and use of Caravan Tech Services and related products provided by Caravan Tech or its affiliates or licensors (“Caravan Tech”).
By clicking ‘I agree’, Customer acknowledges receipt and review of, and agrees to be bound by, the terms of this Agreement. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates and are lawfully able to enter into contracts (e.g., such person is not a minor). If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the Services. Section 1 contains definitions of certain capitalized terms used in this Agreement.
- “Acceptable Use Policy” means the acceptable use policy available on the Portal, as it may be updated from time to time.
- “Access Credentials” means any username, identification number, password, license or security key, security token or tag, PIN, or other security code, method, technology, or device used, alone or in conjunction, to authorize Customer to access and use the Services.
- “Access Method” means the Portal, and if made available to Customer by Caravan Tech, any other methods through which Caravan Tech allows the Services to be accessed and used, such as an API.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- “Aggregated Statistics” means data and information related to Customer’s use of the Services, which is used by Caravan Tech in an aggregate and anonymized manner, including, but not limited to, the compilation of statistical and performance information related to the provision and operation of the Services.
- “API” means application programming interface made available by Caravan Tech.
- “Beta Services” or ¨Early Access¨ means Services or functionality relating to any Service that may be made available to Customer by Caravan Tech to use at Customer’s option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or other similar description.
- “Customer” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such an individual is accepting this Agreement.
- “Customer Contact and Billing Information” means any personal information, such as name, address, phone number, email address or credit card transaction data, that Customer provides to Caravan Tech in connection with the Services. Customer shall provide to Caravan Tech the Customer Contact and Billing Information in advance of receiving access to or use of any of the Services.
- “Customer Device” means any device, including Pre-Paid Devices, that Customer registers for use in connection with the Services.
- “Device Data” means data relating to Customer Devices that is received or transmitted by Caravan Tech in providing the Services.
- “Documentation” means, for a Service, the applicable documentation made available to Customer by Caravan Tech on the Portal, including, for example, pricing and access tier information, usage guides, and policies, as may be updated from time to time.
- “Free Services” means Services that Caravan Tech makes available to Customer free of charge (but excluding Purchased Services, even if Caravan Tech does not charge Customer directly or separately for such Purchased Services).
- “Caravan Tech Services” or “Services” means the cloud-based services purchased, ordered, registered, or provided to Customer, and in each case made available by Caravan Tech under this Agreement. Services may include Beta Services, Free Services and/or Purchased Services.
- “Party” means Customer or Caravan Tech individually, and “Parties” means Customer and Caravan Tech collectively.
- “Portal” means the Caravan Tech Web Services Portal, available at caravantechs.com , through which Customer may purchase and access Services.
- “Pre-Paid Device” means any device or other product purchased by Customer for which the purchase price includes payment for a subscription to one or more Services with respect to such device or product.
- “Purchased Services” means Services that Customer purchases through the Portal or registers to receive through the Portal as a result of the purchase of a Pre-Paid Device.
- “Returned Data” means data, including Device Data, transmitted by Caravan Tech to Customer via the Access Method as a result of Customer’s authorized use of Services under this Agreement.
- “Caravan Tech Data” means Device Data, Returned Data and Aggregated Statistics.
- “SLA” means the Caravan Tech Service Level Agreement available on the Portal as it may be updated from time to time.
- “Trade Laws” means any law, regulation, license, directive, or other requirement, of any relevant governmental authority, concerning the importation, exportation, reexportation, or transfer of commodities, software, technology, technical data, or services.
- Provision of Access to Services. Subject to Customer’s compliance with this Agreement, Caravan Tech hereby provides Customer a non-exclusive, non-transferable right to access and use the Services during the term of the Agreement, solely via the Access Method. Caravan Tech shall provide Customer with Access Credentials to allow Customer to access the Services. As between Caravan Tech and Customer, Customer is responsible for acquiring, maintaining and controlling each Customer Device for use in connection with the Services.
- Service Availability, Maintenance, and Support. If applicable for a Service as set forth in the Service’s Documentation, Caravan Tech shall use commercially reasonable efforts to make the Services available, perform maintenance relating to the Services, and provide support relating to the Services in accordance with the SLA, unless other specific service level terms specifically provided in the Documentation.
- Free Services. Some of the Services that Caravan Tech may make available include Free Services. Customer’s use of Free Services is subject to this Agreement. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.3 shall control with respect to Free Services. The Free Services may be prerelease products with prerelease code not at the level of performance or compatibility of a final, generally available offering. Free Services may not operate correctly and may be substantially modified prior to first commercial shipment or withdrawn. Caravan Tech may for any or no reason terminate Customer’s access to Free Services or any part thereof, without prior notice. Caravan Tech will not be liable for any such termination, nor have any other liability with respect to Free Services, which Customer uses at its own risk.
- Beta Services. Caravan Tech may make Beta Services available to Customers. Customers may choose whether to use Beta Services in its sole discretion. Unless Caravan Tech provides separate terms and conditions governing such Beta Services, Customer’s use of Beta Services will be subject to this Agreement and such Beta Services will be deemed Free Services subject to Section 2.3.
- Changes to Services. Caravan Tech may change or discontinue any of the Services from time to time to comply with applicable law or to maintain or enhance the Services.
- Suspension of Services. Notwithstanding anything to the contrary in this Agreement, Caravan Tech may temporarily suspend Customer’s access to any portion or all of the Services if: (a) Caravan Tech reasonably determines that (i) there is a threat or attack on the Services; (ii) Customer’s use of the Services disrupts or poses a security risk to the Services or to any third party; (iii) Customer is using the Services for fraudulent or illegal activities or in any way that could subject Caravan Tech or any third party to liability; (iv) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) Caravan Tech’s provision of the Services to Customer is prohibited by applicable law; (b) any vendor of Caravan Tech has suspended or terminated Caravan Tech’s access to or use of any third-party services or products required to enable Customer to access the Services; or (c) if Customer is in breach of any of its obligations under this Agreement. Caravan Tech shall use commercially reasonable efforts to provide notice of any such suspension to Customer and to provide updates regarding resumption of access to the Services. At Customer’s request, Caravan Tech shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the suspension is cured. Caravan Tech will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of such a suspension. If Customer’s account is suspended, Customer remains responsible for all fees and charges incurred during the period of suspension and Customer will not be entitled to any service credits under the SLA for any period of suspension.
- Customer Obligations
- Confidentiality of Access Credentials. Access Credentials are for Customer’s internal use only and Customer may not sell, transfer, share, or sublicense Access Credentials to any other entity or person. Customer must maintain the confidentiality of the Access Credentials and may not transfer them to or allow them to be used by any other party. If Caravan Tech believes Access Credentials have been compromised or misused, Caravan Tech may change any or all Access Credentials or suspend the affected account, as provided in Section 2.6.
- Authorized and Unauthorized Use. Customer is responsible and liable for all authorized and unauthorized uses of the Services resulting from access or other use of Customer’s Access Credentials, regardless of whether the activities are authorized by Customer or undertaken by Customer, its employees, or a third party.
- Compliance. Customer shall be solely responsible for complying with all applicable laws, including data privacy laws applicable to Customer and the Device Data, and collecting and maintaining all licenses and consents that are reasonably necessary for Caravan Tech to receive, collect, process, store, and transmit the Device Data and Customer Contact and Billing Information and provide the Services with respect to the Customer Devices and the Device Data.
- Documentation. Customer’s access to and use of the Services is subject to Customer’s compliance with the Documentation applicable for each Service. Documentation may include additional provisions such as those describing levels of access, usage limits, and overage charges (for example, a Service-specific access tiers and pricing schedule). To the extent of any conflict between the Documentation and this MSA, the Documentation shall control.
- Fees and Payment. Customers shall pay Caravan Tech the fees set forth in the applicable Documentation for each Service without setoff, counterclaim, withholding, or deduction. Unless otherwise agreed by Caravan Tech or as otherwise specified in the Documentation, Customer shall make all payments hereunder in US dollars.
- Late Payments. If Customer fails to make any payment when due, without limiting Caravan Tech’s other rights and remedies: (i) Caravan Tech may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Caravan Tech for all reasonable costs incurred by Caravan Tech in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) Caravan Tech may suspend Customer’s access to any portion or all of the Services until such amounts are paid in full.
- Taxes. All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Caravan Tech’s income.
- Proprietary Rights
- Ownership of Services. As between Customer and Caravan Tech, Caravan Tech or its licensors own all right, title, and interest, including all related intellectual property rights, in and to the Services.
- Ownership of Data Rights. As between Customer and Caravan Tech, Caravan Tech owns all rights, title, and interest, including all intellectual property rights, in the Caravan Tech Data. To the extent that exclusive title to any part of the Caravan Tech Data does not automatically vest in Caravan Tech, Customer hereby irrevocably assigns and agrees to assign to Caravan Tech all right, title, and interest in and to the Caravan Tech Data that Customer may have, including all intellectual property rights relating thereto. If applicable law prevents Customer from transferring ownership of any Caravan Tech Data to Caravan Tech, Customer grants to Caravan Tech a perpetual, irrevocable, exclusive, royalty-free, fully-paid, transferrable, worldwide license (with the right to sublicense) to (i) reproduce, prepare derivative works of, distribute, publicly perform, publicly display and otherwise use such Caravan Tech Data; and (ii) make, use, sell, offer for sale, import, export any component of, and otherwise dispose of such Caravan Tech Data For clarity, Caravan Tech may use the Caravan Tech data to improve the Services or develop new services.
- License to Returned Data. Subject to Customer’s compliance with this Agreement, Caravan Tech hereby grants Customer a revocable, fully paid-up, non-exclusive, sublicensable, perpetual license to use Returned Data for Customer’s internal business purposes only.
- Reservation of Rights. Caravan Tech reserves all rights not expressly granted to Customers in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services.
- Feedback. Notwithstanding anything to the contrary in this Agreement, if Customer provides any ideas, suggestions or recommendations to Caravan Tech (“Feedback”), Caravan Tech is free to retain, use and incorporate such Feedback in Caravan Tech’s and its Affiliates’ products and/or services, without payment of royalties or other consideration to Customer. Customer hereby irrevocably assigns to Caravan Tech all right, title, and interest in such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback and agrees to provide any assistance Caravan Tech requires to document, perfect, and maintain Caravan Tech’s rights in the Feedback.
- Confidential Information. From time to time during the term of this Agreement, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that is marked, designated or otherwise identified as “confidential” or that is provided under circumstances indicating that it is confidential or proprietary, or that otherwise should reasonably be understood by the recipient to be confidential or proprietary because of the nature of the information or material itself (collectively, “Confidential Information”). Except as expressly permitted by the terms of this Agreement, each Party shall: (a) hold any and all Confidential Information it obtains in confidence and use and permit the use of Confidential Information solely for the purposes of this Agreement; (b) restrict permitted disclosure of the Confidential Information only to those of its and its Affiliates’ employees and contractors with a need to know such Confidential Information solely in order to effectuate this Agreement and who are under a legal, contractual, or professional ethical obligation to keep it confidential as least as protective as this Agreement; (c) notify the other Party promptly of unauthorized disclosure or use and reasonably cooperate with the other Party to protect all proprietary rights in and ownership of its Confidential Information; and (d) implement and maintain commercially reasonable security measures and safeguards designed to prevent the unauthorized disclosure or use of the Confidential Information of the other Party.
- Exceptions. The foregoing obligations do not apply to information that: (a) is in or enters the public domain without breach of this Agreement; (b) the receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the disclosing Party designates in writing as non-confidential; or (d) the receiving Party knew before receiving such information from the disclosing Party or develops independently without reference to the disclosing Party’s Confidential Information, as reflected in such Party’s documentary evidence.
- Required Disclosures. Neither Party will be considered to have breached its obligations by disclosing Confidential Information of the other Party in accordance with, and to the extent required by, applicable law or to satisfy any lawful request by a competent governmental body having competent jurisdiction over the receiving Party, provided that, promptly upon receiving any such request and to the extent that it may legally do so, such Party so notifies the other Party in writing, and if possible, such Party shall provide the other Party notice of not less than five (5) business days before the required disclosure. The receiving Party must use reasonable efforts not to release Confidential Information pending the outcome of any measures taken by the other Party to contest, otherwise oppose, or seek to limit such disclosure and any subsequent disclosure or use of Confidential Information that may result from such disclosure. The Parties must cooperate with each other regarding such measures. Notwithstanding any disclosure, a Party’s obligations hereunder with respect to Confidential Information so disclosed remains in full force and effect.
- Remedies. Any use or disclosure of the other Party’s Confidential Information, other than as specifically provided for in this Agreement and other written agreements between Caravan Tech and Customer, may result in irreparable harm and damage to the disclosing Party. In the event of use or disclosure by the other Party, other than as specifically provided for in this Agreement, the disclosing Party may be entitled to, in addition to any other rights available to it, the right to obtain temporary or permanent injunctive relief, including specific performance of the confidentiality obligations agreed to herein, without posting bond, or making any showing of actual damage or inadequacy of legal remedy.
- Term and Termination
- Term. The term of this Agreement will commence when the Agreement is accepted by Customer as provided in the preamble to this Agreement and will continue until terminated.
- Termination for Convenience. Either Party may terminate this Agreement with ninety (60) days’ prior notice.
- Other Termination. Either Party may terminate this Agreement as follows:
- effective on notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured for thirty (30) days after the non-breaching Party provides the breaching Party with notice of such breach; or
- effective immediately upon notice to the other Party, if the other Party has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
- Termination by Customer for Changes to SLA. In the event Caravan Tech provides notice to Customer that it intends to amend or modify the SLA (pursuant to Section 11), Customer may terminate this Agreement upon thirty (30) days’ notice prior to the effectiveness of the changes to the SLA. Any period between the effective date of Customer’s termination under this Section and the SLA modification effective date shall be governed by the modified SLA.
- Effect of Termination. Upon termination of this Agreement, Customer’s rights to access the Services shall immediately cease, Customer shall immediately discontinue use of the Services, and each Party shall delete, destroy, or return all copies of the other Party’s Confidential Information and certify in writing to the other Party that such Confidential Information has been deleted or destroyed. No termination will affect Customer’s obligation to pay all fees that may have become due before such termination or entitle Customer to any refund.
- Survival. Sections 1, 3, 5, 6, 7.5, 7.6, 8, 9, 10, 11, and 12 shall survive any termination of this Agreement.
- Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARAVAN TECH AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PARTNERS, EXPRESSLY DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, 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 LIMITING THE FOREGOING, CARAVAN TECH AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PARTNERS, MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY SERVICES, INFORMATION, DATA OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS; OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARAVAN TECH, INCLUDING ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND CARAVAN TECHS’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS, WILL NOT BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, SUSPENSION OF SERVICES, DISCONTINUATION OF SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE, AND COSTS, EXPENSES, AND PAYMENTS, ARISING FROM OR RELATING TO CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, TORT, OR OTHER LIABILITY, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CARAVANTECH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CARAVAN TECH AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CUSTOMER ACTUALLY PAYS CARAVAN TECH UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 9 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- Indemnification by Caravan Tech. Caravan Tech shall defend Customer and its respective officers, directors, employees, agents, successors, and assigns from and against any third party claim, suit, action, or proceeding that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Caravan Tech of the claim, cooperates with Caravan Tech, and allows Caravan Tech sole authority to control the defense and settlement of such claim.
- If any Service becomes, or in Caravan Tech’s opinion may become, the subject of such a claim, Caravan Tech may at its discretion either procure the right for Customer to continue to use the affected Service, or replace or modify the Service so that it is not infringing. If neither of such alternatives is available in Caravan Tech’s discretion, Caravan Tech may terminate this Agreement and Caravan Tech’s sole liability to Customer is to refund any amounts pre-paid by Customer with respect to the affected Service not yet earned. Notwithstanding the foregoing, Caravan Tech assumes no liability or indemnity obligation for such claims arising from: (i) use of the Services in combination with any other device, product or service that is not supplied by Caravan Tech; (ii) modifications or maintenance of the Services by a party other than Caravan Tech; (iii) misuse of the Services; (iv) Customer’s breach of this Agreement; or (v) Free Services.
- Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Caravan Tech, its Affiliates, and their respective 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 (including reasonable attorneys’ fees) of any kind, arising from or relating to Customer’s use or misuse of the Services, Customer’s breach of this Agreement, or Customer’s violation of any rights of a third party (excluding infringement of a third party’s intellectual property rights that is within the scope of Caravan Tech’s indemnification obligation in Section 10.1).
- Modifications to the Agreement. Caravan Tech may modify this Agreement or any Policies at any time by posting a revised version on the Portal or by otherwise providing notice of the same; provided, however, that Caravan Tech will provide at least sixty (30) days’ advance notice for material adverse changes to the SLA that affect Customer’s use of the Services. Subject to the sixty (30) day advance notice requirement with respect to adverse changes to the SLA, the modified terms will become effective upon posting or, if Caravan Tech provides notification to Customer by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, Customers agree to be bound by the modified terms. It is the Customer’s responsibility to check the Portal regularly for modifications to this Agreement.
- Additional Terms. Certain features of the Services are offered by Caravan Tech as optional add-ons to Customer’s use of Services that have additional terms or restrictions associated with such Services (“Additional Terms”). Additional Terms for add-ons are included in this Section, and Customer agrees to the applicable Additional Terms at the time it elects to add the corresponding add-on feature or purchases such feature. Capitalized terms used and not otherwise defined in these Additional Terms have the meanings given to those terms elsewhere in this Agreement.
- Join Server Services. Join Server Services (as defined below) are deemed Services under this Agreement, and Customer’s use of Join Server Services is considered part of Customer’s use of the Services.
- Definitions. The following definitions shall apply to Customer’s use of the Join Server Services.
“Available Claims” means Claims that are available for use within the Claim Expiration Period.
“Claim(s)” means a free or paid request to claim LoRaWAN devices via the Access Method to the Service that results in a response from the Join Service Services demonstrating proof of possession.
“Claim(s) Charge” means the fixed fee charged per individual Claim as described in the Order Form.
“Claims Minimum Order” means the smallest amount or number of Claims that may be purchased in a single transaction.
“Claim Term” means the time period beginning on the effective date of the purchase of the Claim and ending on the earlier of (i) the expiration date of such Claim (as specified in the Order Form); or (ii) the termination or expiration of the Agreement.
“Join Server Services” means Customer Device validation and registration services offered by Caravan Tech, which permit Customers to register a Customer Device via a Claim and validate such Customer Device for use in connection with a LoRaWAN Network Server (“LNS”) provided and hosted by third-party LNS service providers (“LNS Provider(s)”).
“Order Form” means the order form provided by Caravan Tech via the Access Method through which Customer may purchase Claims and pay Claims Charges.
“Time of Purchase” means the time at which payment for, and delivery of, the Claim(s) is to be made.
“Unclaim(ed)” means a Customer has relinquished a previously claimed Customer Device via the Join Service such that it can be claimed again.
- Claim Purchase. Customer may request a Claim from Caravan Tech via an Order Form, and if Caravan Tech permits registration of such Claim, Customer shall pay the associated Claims Charge if applicable, provided that Customer may Claim a Customer Device during the Claim Term for which a Claim Charge has already been paid, in which case no additional Claim Charge shall be due or owing (so long as such Customer Device is not Unclaimed). If a Customer Device is Unclaimed, a new Claims Charge will be required to Claim the Customer Device. Claims are subject to availability at all times as determined by Caravan Tech in its sole discretion.
- Customer Device Registration. Claims are valid for twelve (12) months after purchase. If Customer fails to register a Customer Device for each purchased Claim within that twelve (12) month period, such Claims expire.
- Customer shall pay all applicable Claims Charges identified in the Order Form. Claim Charges shall be paid without offset or deduction. Claim Charges shall be: (i) paid at the time of purchase; (ii) subject to any minimum purchase requirements required by Caravan Tech in its sole discretion; and (iii) subject to completion of a successful credit card payment by Customer. All payments shall be made in U.S. dollars. Invoices for all Claim Charges shall be generated and made available to Customer within five (5) calendar days of the date of purchase. All Claims Charges are nonrefundable.
- Additional taxes may apply to Customer’s purchase of Claims Charges, which shall be the sole responsibility of Customer. All Claims Charges shall be made by Customer without deduction for any present and future taxes imposed by any taxing authority. If Customer is required by applicable law to deduct or withhold income taxes from amounts payable to Caravan Tech under this Agreement (“Withholding Taxes”), Customer shall remit, and provide Caravan Tech with evidence that Customer has remitted, the Withholding Taxes to the appropriate taxing authority and Caravan Tech shall refund the withholding amount within five (5) working days after receipt of proof of payment of such taxes. If Customer resides in or is otherwise subject to a Country that imposes a Value-Added Tax (“VAT”) on any purchases under this Section, Customer agrees to elect to reverse charge the supply.
- Transfer of Claims. Customer may transfer Claim(s) during the Claim Term from its designated LNS Provider to another LNS Provider without penalty or additional Claim Charge by Caravan Tech.
- Third-Party Services. Caravan Tech’s obligations under this Section are strictly limited to providing the Join Server Services. Caravan Tech does not provide the LNS or any LNS services, which are provided solely by, and are subject to the complete control of the LNS Provider that Customer selects. Caravan Tech is not responsible for the behavior of any third parties, agencies, linked websites, LNS, or LNS Providers, including third-party applications, products, or services for use in connection with the Join Server Service (each, a “Third-Party Service”). Your use of any Third-Party Service and rights with respect to such Third-Party Service are solely between you and the applicable third party. Caravan Tech is not responsible for the privacy, security or integrity of any Third-Party Service or the practices and policies of any Third-Party Service. Caravan Tech make no warranties of any kind and assumes no liability of any kind for your use of any Third-Party Service.
- Liability; Indemnity. Caravan Tech PROVIDES THE JOIN SERVER SERVICES “AS-IS” WITH NO WARRANTY OF ANY KIND. Customer is responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether the Join Server Service is suitable for Customer in light of such laws, rules, and regulations. Caravan Tech cannot guarantee the security of every data transmission over the internet. Customer agrees to indemnify, defend and hold Caravan Tech harmless from any losses, including legal fees and expenses, arising out of or that otherwise result from Customer’s use of any LNS, LNS Provider, or from any use of your Claim(s).
- Definitions. The following definitions shall apply to Customer’s use of the Join Server Services.
- Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (except for the obligation to make payment) which is due to any event beyond the reasonable control of such Party, including fire, explosion, unavailability of utilities, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions.
- Export Control. Customer shall comply with all relevant Trade Laws concerning the importation, exportation, reexportation, or transfer of commodities, software, technology, technical data, or services. Customer specifically agrees not to export, reexport, or transfer any of the Services: (i) to any country subject to a Trade Laws embargo (e.g., Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine), (ii) to any person or entity identified on a list of restricted parties, including but not limited to the U.S. Treasury Department’s Specially Designated Nationals List, U.S. State Department’s Debarred Parties List or list of parties subject to nonproliferation sanctions, or the U.S. Commerce Department’s Entity List, Denied Parties List, or Unverified List, or entities owned 50% or greater by one or more such persons or entities, or (iii) that otherwise would require a license or other authorization from the relevant governmental agency.
- Governing Law. This Agreement shall in all respects be construed and be given legal effect in conformity with the laws of Switzerland. Any dispute between Caravan Tech and Customer arising out of or in connection with this Agreement shall be exclusively and finally settled by mandatory arbitration under the Rules of Arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with said rules, which rules are deemed to be imported by reference into this Agreement. The arbitrators will give full force and effect to the clear intent of the Parties as expressed in this Agreement. The place of arbitration shall be in Geneva, Switzerland. The language of arbitration shall be English. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Notwithstanding the foregoing, the Parties agree that either Party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
- No Third-Party Beneficiaries. Except as set forth in Section 10, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
- Waiver and Severability. No failure to exercise, and no delay in exercising, 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. All waivers must be in writing to be effective. If any provision of the Agreement is illegal or unenforceable under applicable law, the remainder of the provisions of the Agreement shall continue in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
- Limitation of Time to File Claims. Any cause of action or claim Customer may have arising out of or relating to the Services must be commenced within one year after the cause of action accrues. Failure to do so will result in the cause of action or claim being permanently barred, and will constitute Customer’s complete and final waiving or the cause of action or claim.
- Assignment. Caravan Tech may freely assign or otherwise transfer (by operation of law or otherwise) all of its rights and obligations under this Agreement in their entirety without Customer’s consent. Customer may assign its rights and obligations under this Agreement in their entirety upon prior reasonable notice without the consent of Caravan Tech to (i) an Affiliate of Customer or (ii) a successor-in-interest in connection with the sale or transfer to such successor-in interest of all or substantially all of Customer’s business; provided, that no such assignment will relieve Customer of its obligations hereunder. No assignment hereunder will increase the obligations for which the non-assigning Party would have been liable hereunder in the absence of such assignment. Any assignment in violation of this paragraph will be void and of no effect. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall be construed as an express or implied obligation of either Party to enter into any future agreements.
- Entire Agreement. This Agreement, together with the Policies (each of which is incorporated by reference), constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, relating to the subject matter hereof.
- Relationship of Parties; Non-Exclusivity. The Parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other.
- Language. All communications and notices made or given pursuant to this Agreement must be in the English language, and if translations are prepared by either Party, the English language version will control in case of any conflict.
- Notices. All notices, communications and deliveries made by Caravan Tech to Customer hereunder shall be made by electronic mail, or through the Portal, to the contact information provided by Customer. All notices, communications and deliveries made by Customer to Caravan Tech hereunder shall be made in writing signed by Customer and shall be delivered personally or sent by registered or certified mail or by any express mail or courier delivery service (with postage and other fees prepaid) to:
- Join Server Services. Join Server Services (as defined below) are deemed Services under this Agreement, and Customer’s use of Join Server Services is considered part of Customer’s use of the Services.
5270 NW 106th Ct,
FL 33178, EE. UU.
Attn: Legal Department
- or to such other representative or at such other address of Caravan Tech as Caravan Tech may furnish to Customer. Such notice shall be effective upon the date of delivery or refusal of delivery.
Service Level Agreement
This CARAVAN TECHS SERVICE LEVEL AGREEMENT (this “SLA”) is made part of the Caravan Tech web service Agreement (the “Agreement”) between Caravan Tech and Customer, and applies only to the Services, if any, for which Customer is entitled to receive the benefit of this SLA in accordance with the Documentation for the applicable Service. Capitalized terms used but not defined herein have the definitions set forth in the Agreement. In the event of a conflict between the terms of this SLA and the terms of the Agreement, the terms and conditions of this SLA apply, but only to the extent of such conflict. Unless expressly stated otherwise in the Documentation for a Service, this SLA does not apply to any Free Services, Beta Services or Early Access Services
- “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks located in Switzerland or Mexico are authorized or required by applicable law to remain closed.
- “Service Maintenance” means Caravan Tech’s maintenance of the Services. Service Maintenance includes, without limitation, database index rebuilding, hardware upgrades, software upgrades, and network upgrades, as applicable.
- Service Availability
- Service Availability. Generally, Caravan Tech’s goal is to provide Service availability twenty-four (24) hours per day, seven (7) days per week (referred to as “24×7 Service Availability”) except during times of Service Maintenance. However, the Parties recognize that 24×7 Service Availability is only a goal, and Caravan Tech cannot (and does not) represent or guarantee that such goal can or will be achieved.
- Service Availability Level Goals. Caravan Tech shall use commercially reasonable efforts to achieve a target service availability of 99% per year (i.e., 3.65 days of unscheduled downtime per year) excluding scheduled Service Maintenance (“Service Commitment”), the exclusions in Section 2.3, and any suspension, cessation, or termination of a Service.
- Exclusions. Notwithstanding Section 2.2, Customer recognizes that the Internet comprises thousands upon thousands of autonomous systems that are beyond the control of Caravan Tech. Routing anomalies, asymmetries, inconsistencies and failures of the Internet outside of the control of Caravan Tech can and will occur, and such instances shall not be considered any failure of the Service Commitment. Customer also acknowledges that Caravan Tech relies on third party service providers such as hosting providers and that downtime of such a third-party service provider shall not be considered any failure of the Service Commitment.
Accordingly, the Service Commitment does not apply to any Service performance issues: (i) caused by factors outside of Caravan Tech’s reasonable control, including any force majeure event or Internet access, third-party hosting access, or related problems; (ii) that result from any actions or inactions of Customer or any third party; (iii) that result from Customer equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Caravan Tech’s direct control); or (iv) arising from Caravan Tech’s suspension or termination of your right to use the applicable Service in accordance with the Agreement.
- Service Credits. Any credits that Caravan Tech offers to Customer as a result of a failure of the Service Commitment shall be issued in the form of a credit against future charges and not as a refund, and if applicable, shall be set forth in the Documentation for the applicable Service. Caravan Tech will apply any service credits only against future payments for the applicable Service otherwise due. Service credits will not entitle Customer to any refund or other payment from Caravan Tech. Service credits may not be transferred.
- Service Maintenance
- Service Maintenance Errors. Service Maintenance may cause errors as defined by Caravan Tech’s Services Support Policy in Section 4.2 below. Caravan Tech shall use commercially reasonable efforts to limit Service Maintenance, which causes the Services to unavailable. Caravan Tech shall endeavor to notify the named Customer contact by email prior to performing any Service Maintenance, which Caravan Tech predicts will cause the Services to be unavailable.
- Disclaimer of Actions Caused by and/or Under the Control of Third Parties. CARAVAN TECH DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM CARAVAN TECH’S NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH CARAVAN TECHS WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, CARAVAN TECH CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, CARAVAN TECH DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
- Error and Support
- Response Time to Error. Caravan Tech has internal notification tools for Service problems, which Customer may use to report issues with Services. Additionally, Customer may report problems to Caravan Tech customer support at firstname.lastname@example.org. Once notified, Caravan Tech customer support will use commercially reasonable efforts to respond in accordance with Section 4.2.
- Services Support Policy. Incident reports are handled using a dedicated ticketing system available after user authentication and accessible via a “Support” widget present in the main pages of caravantechs.com. Caravan Tech prioritizes tickets by severity, and handles issues where Services are completely unavailable before tickets where Services are slow, and those before general questions about Services. Below is a guide to the Caravan Tech Cloud Severity Levels; and corresponding ticket response time goals.
- Level 1 High. Services are down or significant disruption of business operations with no stable workaround.
Level 1 Response Time Goal: 8 hours 24×7.
Level 1 Restoration Time Goal: 24 hours 24×7.
- Level 2 Medium. Issues causing moderate to low business disruption or any issue for which there is a stable workaround available.
Level 2 Response Time Goal: 1 Business Day.
Level 2 Restoration Time Goal: 3 Business Days.
- Level 3 Low. Services are operational with no significant disruption of business operations; issues with little time sensitivity such as general questions.
Level 3 Response Time Goal: 7 Business Days.
- Level 1 High. Services are down or significant disruption of business operations with no stable workaround.
Note that the ticket response time goals specify the time within which Caravan Tech will begin investigation of the problem.
Caravan Tech engages third party service providers / vendors to assist Caravan Tech with its data processing activities in connection with its provision of the Services. When we work with these service providers in our capacity as a data processor, the third-party service provider is acting as Caravan Tech’s sub-processor (“Sub-processor”).
This page identifies Caravan Tech’s Sub-processors and describes what services they provide to Caravan Tech. Before engaging any Sub-processor, Caravan Tech performs extensive due diligence of the Sub-processor, including a detailed evaluation of the Sub-processor’s security systems and practices and their ability to meet the obligations we require of the Subprocessor under the terms of our agreement with them. Our Sub-processors are all required to enter into contractual terms with Caravan Tech that set forth their obligations under applicable data protection laws.
Caravan Tech currently uses the following Sub-processors:
|Amazon Web Services||Cloud service provider|
|Stripe, Paypal||Online Payments|
|Firebase google||Customer authentication|
|Combain, LoRaCloud||WiFi Geolocation provider|
Our business needs may change from time to time. For example, we may stop working with a Sub-processor to minimize our use of Sub-processors, or we may add