Crowd Connected
"Applicable Law" means all laws, statutes, regulations, directions, guidelines, codes of conduct of any governmental or other regulatory body of competent jurisdiction, any orders of any court or other tribunal of competent jurisdiction which are applicable to your Developer Application or to the performance by you or CC of its obligations under this Agreement.
"CC APIs" means any application programming interface CC makes available to the Customer as part of the CC Services.
"CC Console" means the web-based management interface available at https://app.crowdconnected.com or such other successor URL.
"CC Documentation" means documentation that CC makes available in connection with the CC Services, including CC's online knowledge base, CC Information Security Policy, each as updated from time to time.
"CC Services" means CC's entire software platform, including CC Console, CC APIs, and associated services operated by CC.
"Customer" means any customer of CC.
"Developer Application" means a mobile application or other software developed by or on behalf of the Developer that incorporates or integrates with the SDK.
"Diagnostic Data" means non-personal technical data collected by the SDK for the purposes of service quality, calibration, and performance monitoring, such as device sensor readings, signal strength measurements, and battery level information.
"End User" means any individual who uses a Developer Application that incorporates the SDK.
"Location Data" means data relating to the physical position of an End User's device, whether derived from GPS, Wi-Fi, Bluetooth, or other positioning technologies.
2.1 Subject to the terms of this Agreement, CC grants you a non-exclusive, non-transferable, royalty-free, worldwide licence to:
3.1 You may not:
4.1 The SDK and all intellectual property rights therein are and shall remain the exclusive property of CC. This Agreement does not grant you any rights to trademarks, service marks, or trade names of CC.
4.2 You retain all rights in Developer Applications you create, subject to CC's rights in the SDK components embedded within them.
4.3 Any feedback, suggestions, or improvements you provide to CC regarding the SDK shall be treated in accordance with the feedback provisions of the applicable commercial agreement between you and CC.
5.1 Before activating any SDK functionality that collects Location Data or Diagnostic Data from End Users, you must:
5.2 You shall not use Location Data for any purpose other than those disclosed to End Users in accordance with clause 5.1(a).
5.3 You acknowledge that CC acts as a data processor when processing Location Data and Diagnostic Data collected through the SDK on your behalf. You (or the Customer on whose behalf you develop the Developer Application) are the data controller for this data. The data processing relationship is governed by a data processing addendum agreed between CC and the Customer.
5.4 You shall indemnify CC against any losses, damages, costs, claims or expenses arising from your failure to comply with this section 5, including any failure to obtain required consent from End Users.
6.1 Your use of the SDK must comply with all applicable privacy and data protection laws, including (where applicable) the UK GDPR, the EU GDPR, and the Privacy and Electronic Communications Regulations.
6.2 You are responsible for ensuring that your Developer Application's data collection practices are fully disclosed to End Users and comply with Applicable Law.
6.3 CC may audit your compliance with the end-user requirements in section 5 upon reasonable notice. You shall cooperate with any such audit and provide CC with reasonable access to relevant documentation and systems.
7.1 CC may, but is not obligated to, provide support or updates for the SDK. Any support or updates provided shall be subject to this Agreement unless expressly provided for in a separate agreement between CC and you.
7.2 You acknowledge that CC may release updated versions of the SDK from time to time and that older versions may be deprecated. CC will use reasonable efforts to provide advance notice of deprecation.
7.3 CC recommends that you keep the SDK updated to the latest version to benefit from performance improvements, security patches, and compatibility updates.
8.1 THE SDK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.2 CC does not warrant that the SDK will be error-free, uninterrupted, or compatible with all Developer Applications or platforms.
9.1 Nothing in this Agreement shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded by applicable law.
9.2 Subject to clause 9.1, in no event shall CC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or use, arising out of or relating to this Agreement or the use of the SDK.
9.3 Subject to clause 9.1, CC's total aggregate liability arising out of or in connection with this Agreement shall not exceed one hundred pounds sterling (GBP 100).
10.1 This Agreement is effective from the date you first download, install, or use the SDK and continues until terminated.
10.2 CC may terminate this Agreement immediately if you materially breach any term of this Agreement.
10.3 This Agreement terminates automatically if the commercial agreement between you (or your customer to whom you provide your Developer Application) and CC terminates or expires.
10.4 Upon termination, you must cease all use of the SDK and destroy all copies in your possession. You must also remove the SDK from any Developer Applications that have not yet been distributed.
10.5 Sections 3 (Restrictions), 4 (Proprietary Rights), 5.2 (use of Location Data), 8 (Warranty Disclaimer), 9 (Limitation of Liability), and 12 (Governing Law) shall survive termination of this Agreement.
11.1 You shall comply with all applicable export control laws and regulations in connection with your use and distribution of the SDK.
12.1 Entire agreement. This Agreement, together with the applicable commercial agreement between the Developer (or the Customer) and CC, constitutes the entire agreement between the parties relating to the SDK and supersedes all prior agreements on the subject.
12.2 Assignment. You may not assign this Agreement without CC's prior written consent. CC may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.3 Severability. If any provision of this Agreement is held to be unenforceable, that provision shall be limited to the minimum extent necessary so that this Agreement otherwise remains in effect.
12.4 Waiver. No waiver by either party of any breach shall be considered a waiver of any subsequent breach of the same or any other provision.
12.5 Governing law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties shall submit to the exclusive jurisdiction of the English courts.