LSDroid S.R.L. ("We", "Our") mobile device software applications (Cerberus Enterprise, the "LSDroid Software"), websites, services, and content (e.g., widgets, feeds, and applications) owned or operated by LSDroid (the "LSDroid Services" ) are governed by the following terms and conditions.
Before using any LSDroid Services, please read carefully the following terms and conditions of service. By accessing, browsing and/or using the LSDroid Services, you acknowledge that you have read, understood, and agree to be bound by all consents and disclosures set forth in the LSDroid registration process (and hereby incorporated herein by this reference), all of the following terms and conditions, including any future modifications to this terms of service, and all guidelines (collectively, the "Agreement").
If you are accepting this customer agreement on behalf of a company or other legal entity ("Customer"), you represent and warrant to LSDroid S.R.L. that you have full authority to bind the Customer to this agreement. If Customer does not agree to or cannot comply with all the Terms and Conditions stated in this agreement or if you do not have authority to bind the Customer, then please cease using the LSDroid Services immediately.
The LSDroid services should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other application in which the failure or inaccuracy of that application or the LSDroid services could lead directly to death, personal injury, or severe physical or property damage.
You acknowledge and agree that LSDroid has offered the LSDroid services, set its prices, and entered into this agreement in reliance upon the warranty disclaimers and the limitations of liability set forth below. You further acknowledge and agree that the warranty disclaimers and the limitations of liability set forth in this agreement reflect a reasonable and fair allocation of risk between you and LSDroid, and that the warranty disclaimers and the limitations of liability set forth in this agreement form an essential basis of the bargain between you and LSDroid. LSDroid would not be able to provide the LSDroid Services to you on an economically reasonable basis without these limitations and disclaimers.
LSDroid's Privacy Policy is hereby incorporated into this Agreement by reference. Please read this policy carefully for disclosures relating to the collection, use, and disclosure of your personal information and real-time location information. When using any of the LSDroid Services, you will be subject to any additional posted guidelines or rules applicable to certain features, which may be posted from time to time (the "Guidelines"). All Guidelines are hereby incorporated by reference into this Agreement.
When you register to LSDroid Services you accept the additional Mangaged Google Play Agreement, that is incorporated into this Agreement by reference.
Use of the LSDroid services may implicate various laws and regulations. The LSDroid services may be used only for lawful purposes and in a lawful manner. Customer agrees to use the LSDroid services pursuant to, and assume all responsibility for complying with, applicable laws, regulations, and policies. Customer agrees that Customer has obtained or will obtain any fully informed consents, permissions, or licenses necessary to enable lawful use of the LSDroid services and to permit collection and processing of the information by LSDroid as your data processor through the LSDroid services.
We reserve the right, at our discretion, to change, modify, add, or remove portions of this Agreement or any Guidelines at any time. Please check this Agreement and all Guidelines periodically for changes. Your continued use of the LSDroid Services after the posting of any modifications or changes constitutes your binding acceptance of such changes. Please note that additional and/or different conditions and terms of use may apply to services or products provided through one or more of our partners, advertisers, or business associates, and you should refer to those before using such services or products. For any material changes to this Agreement or any Guidelines, you acknowledge and agree that any such amended or modified terms shall automatically be effective thirty (30) days after they are initially posted on LSDroid Services.
The LSDroid Services are owned and operated by LSDroid. The LSDroid Software, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, including, but not limited to, the mobile device applications, and all other elements of the LSDroid Services (collectively, the "Materials") are protected by copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained in the LSDroid Services are the property of LSDroid or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names displayed on the LSDroid Services are proprietary to LSDroid or its affiliates and/or third-party licensors. Except as expressly authorized by LSDroid, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
You agree that the information you provide to LSDroid upon registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times.
When you register as a member you will be asked to sign in with an existing Google account. As you will be responsible for all activities that occur under your account, you should keep your credentials strictly confidential at all times.
We reserve the right to suspend your account if we believe for any reason that your credentials are no longer secure.
YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT AND WARRANT THAT YOU WILL NOT:
1. use the LSDroid Services or any location information displayed within the LSDroid Services to stalk, harass, abuse, defame, threaten or defraud other Users;
2. use the LSDroid Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
3. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the LSDroid Services accounts of other Users;
4. misrepresent the source, identity or content of information transmitted via the LSDroid Services;
5. remove, circumvent, disable, damage or otherwise interfere with security-related features of the LSDroid Services, features that prevent or restrict use or copying of any content accessible through the LSDroid Services, or features that enforce limitations on use of the LSDroid Services;
6. intentionally interfere with or damage operation of the LSDroid Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
7. attempt to gain unauthorized access to the LSDroid Services, or any part of it, other accounts, computer systems or networks connected to the LSDroid Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the LSDroid Services or any activities conducted on the LSDroid Service;
The LSDroid Services may include links to other web sites or services solely as a convenience to Users. LSDroid does not endorse any such linked sites or the information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, LSDroid makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites. Access and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at your own risk.
Rights and Licenses Granted to Customer. Subject to the terms and conditions of this Agreement, during the Term and solely for Customer’s internal use with Customer’s ordinary business operations, LSDroid hereby grants to Customer (i) a limited right to access and use the LSDroid Services, (ii) a limited, nonexclusive, non-transferable and non-sublicensable license and right to install and use the Software, and (iii) a limited right to maintain a reasonable number of copies of the Software on its systems for backup and recovery purposes. Customer may authorize and enable its employees, contractors, and other individual users to access and use the LSDroid Services on Customer’s behalf and for Customer’s internal business purposes in compliance with this Agreement, provided Customer is responsible for all such users’ actions that violate the terms of this Agreement, any breach by any such user is a breach by Customer. Customer agrees that its purchase of the LSDroid Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by LSDroid with respect to future functionality or features.
Trials. This Agreement applies to trial LSDroid Services (each, a "Trial"), except for the following different or additional terms: (i) the term for a Trial is thirty (30) days, which may be extended upon LSDroid's written consent; (ii) the term for a Trial shall commence on the date that LSDroid delivers copies of or provides credentials to access the LSDroid Services that is the subject of the Trial; (iii) the Trial is provided "AS IS" without warranty of any kind, and LSDroid disclaims all warranties, indemnities, and all other liabilities for Trials; (iv) Customer is not entitled to any support and maintenance services or any Updates for a Trial; and (v) either party may terminate a Trial subscription or license upon five (5) days’ written notice to the other party.
Limited Rights. Customer’s rights in the LSDroid Services will be limited to those expressly granted in this Agreement. LSDroid reserves all rights and licenses in and to the LSDroid Services not expressly granted to Customer under this Agreement.
As a condition of the rights and licenses granted in the section above, Customer shall not itself and shall not authorize or permit any third party to: (a) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the LSDroid Services (except and only to the extent any foregoing restriction is prohibited by applicable law); (b) modify, adapt, or create any derivative works based on the LSDroid Services; (c) distribute, sell, license, rent, lease, transfer, or otherwise provide the LSDroid Services to third parties except as expressly provided in this Agreement; (d) provide the LSDroid Services as a service to third parties, including but not limited to on a service bureau, SaaS, or timesharing basis; (e) frame or mirror any part of a LSDroid Services, other than framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes; (f) permit direct or indirect access to or use of the LSDroid Services in a way that circumvents a contractual usage limit; (g) interfere with or disrupt the integrity or performance of any LSDroid Services; or (h) attempt to gain unauthorized access to LSDroid Services or its related systems or networks. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of LSDroid Services and notify LSDroid promptly of any such unauthorized access or use.
"Order" means any purchase order, product schedule or ordering document between Customer and authorized reseller or, if purchasing directly from LSDroid, between Customer and LSDroid, that identifies the LSDroid products and/or services licensed or sold and any applicable subscription or licensing parameters (e.g., the number of subscriptions).
Customer shall pay the fees for LSDroid products and/or services as set forth in the applicable Order. If Customer is purchasing through a reseller, payment terms will be determined by Customer and the reseller. If Customer is purchasing directly from LSDroid, all fees shall be paid in Euro and are due within thirty (30) days after the invoice date. Customer shall pay all applicable fees, insurance costs, and taxes, excluding taxes on LSDroid’s net income. If any such fees, insurance costs, and taxes are required to be deducted from any payment under applicable law, then Customer shall pay LSDroid such additional amount as shall cause the net amount of the aggregate payment to LSDroid, after giving effect to such deduction, to equal the amount of the payment otherwise due to LSDroid under this Agreement, and shall indemnify and hold harmless LSDroid against any additional such fees, insurance costs, or taxes that might be determined to be due in connection with the transactions contemplated herein. Customer shall pay interest on all amounts not paid when due at the rate of ten percent (10%) per annum or the highest rate permitted by law, whichever is lower. If the actual number of registered devices or users (as applicable) exceed the number of subscriptions or licenses purchased by Customer in the applicable Order, then Customer shall (a) immediately cease such excess usage or (b) purchase additional subscriptions or licenses to cover the excess usage. Fees for excess usage shall be based on LSDroid’s then-current price list or specified in the Order. Customer acknowledges that LSDroid’s delivery and support infrastructure may enable LSDroid to determine the device or user count for the LSDroid Services.
LSDroid and its suppliers own and retain all right, title, and (except as expressly licensed in this Agreement) interest in and to the LSDroid Services and its derivative works, and all intellectual property rights therein or relating thereto. All Software is licensed and not sold. Customer is not obligated to provide LSDroid with any suggestions or feedback about the products or services ("Feedback"). To the extent Customer does provide Feedback to LSDroid, Customer hereby assigns ownership of such Feedback (including all intellectual property rights therein or relating thereto) to LSDroid and LSDroid may use and modify such Feedback without any restriction or payment.
a. Indemnification by LSDroid. LSDroid shall at its cost and expense (i) defend or settle any claim brought against Customer and its directors, officers and employees ("Customer Indemnitee(s)") by an unaffiliated third party alleging that Customer’s use of the LSDroid Services infringes or violates that third party’s intellectual property right(s), and (ii) pay, indemnify and hold Customer Indemnitees harmless from any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim.
b. Remedies. If a claim under Section a occurs or in LSDroid’s opinion is reasonably likely to occur, LSDroid may at its expense and sole discretion: (i) procure the right to allow Customer to continue using the applicable LSDroid Services, (ii) modify or replace the applicable LSDroid Services to become non-infringing, or (iii) if neither Section b.i nor b.ii is commercially practicable, terminate Customer’s subscription or license to the affected portion of the LSDroid Services and refund a portion of the pre-paid, unused subscription or license fees paid by Customer corresponding to such LSDroid Services.
c. Exclusions. LSDroid shall have no obligations if the claim is based upon or arises out of: (i) any modification to the applicable LSDroid Services not made by or at the direction of LSDroid, (ii) any combination or use of the applicable LSDroid Services with any third-party equipment, products or systems, to the extent that such claim is based on such combination or use, (iii) Customer’s continued use of the allegedly infringing technology after being notified of the infringement claim, (iv) Customer’s failure to use Updates made available by LSDroid, and/or (v) use of the LSDroid Services other than in accordance with this Agreement (including without limitation use outside the scope of the license granted under this Agreement). This Section constitutes Customer’s sole and exclusive remedies, and LSDroid’s entire liability, with respect to infringement of third party intellectual property rights.
d. Indemnification by Customer. Customer shall at its cost and expense (i) defend or settle any claim brought against LSDroid and its directors, officers and employees ("LSDroid Indemnitee(s)") by an unaffiliated third party alleging that any data provided to LSDroid by, or on behalf of, Customer infringes or violates a third party’s intellectual property or privacy right(s), and (ii) pay, indemnify and hold LSDroid Indemnitees harmless from any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim.
e. Procedures. Each indemnitor’s indemnification obligation is conditioned on the indemnitee: (i) giving the indemnitor prompt written notice of such claim, (ii) permitting the indemnitor to solely control and direct the defense or settlement of such claim, provided the indemnitor shall not settle any claim in a manner that requires the indemnitee to admit liability or pay money without the indemnitee’s prior written consent, and (iii) providing the indemnitor all reasonable assistance in connection with the defense or settlement of such claim, at the indemnitor’s cost and expense.
The LSDroid Services may contain features designed to interface with applications or services provided or made available by third parties ("Third-Party Services"). In order to use a feature in connection with a Third-Party Service, Customer must have a subscription or license from the provider of the relevant Third-Party Service. If the Third-Party Services are no longer available or if the applicable third-party provider no longer allows the Third-Party Services to interface with the LSDroid Services, then such features will no longer be available or function in the LSDroid Services and Customer will not be entitled to any refund, credit or other compensation from LSDroid. LSDroid and the provider of the applicable Third-Party Service disclaim all warranties, indemnities, obligations, and other liabilities in connection with any interface or integration with the Third-Party Service. Further, LSDroid disclaims all warranties, indemnities, obligations, and other liabilities in connection with any Third-Party Service.
The LSDroid services and any third-party software, services, or applications made available in conjunction with or through the LSDroid services are provided "as is" and without warranties of any kind either express or implied. LSDroid, and its suppliers and partners, disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
LSDroid and its suppliers and partners do not warrant that the functions contained in the LSDroid Services will be uninterrupted or error-free, that defects will be corrected, or that the LSDroid services or the server that makes them available are free of viruses or other harmful components.
LSDroid, and its suppliers and partners, do not warrant or make any representations regarding the use or the results of the use of any location information or the LSDroid services in terms of security, safety, correctness, accuracy, reliability, or otherwise. You (and not LSDroid or its suppliers or partners) assume the entire cost of any necessary servicing, repair, or correction related to the LSDroid services. You understand and agree that you download or otherwise obtain material or data through the use of the LSDroid services at your own discretion and risk.
The license and rights granted herein with respect to LSDroid Services shall remain effective until the Term for the LSDroid Services expires or the Agreement is terminated in accordance with this section. This Agreement shall remain effective until terminated in accordance with this section. If LSDroid agrees to reinstate a lapsed subscription, then the terms of this Agreement shall apply. Either party may terminate this Agreement: (a) upon thirty (30) days’ written notice of a material breach by the other party or after three (3) business days after the due date in the case of a failure to pay, unless the breach or failure to pay is cured within the notice or grace period, or (b) immediately, if the other party ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings. In addition, the parties may terminate this Agreement by mutual written consent. All liabilities that accrue prior to termination shall survive termination of this Agreement for any reason.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACHES OF OR FOR LIABILITY ARISING OUT OF SECTION "USE RESTRICTIONS; CUSTOMER OBLIGATIONS" OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR: (a) ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE, OR (b) AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAYABLE TO LSDROID FOR THE RELEVANT LSDROID SERVICES DURING THE TWELVE-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION.
a. Export/Import. The LSDroid Services may be subject to EU and foreign import and export control laws and regulations. Customer agrees to comply with all such regulations applicable to Customer, including obtaining applicable import licenses.
b. Open Source. With respect to any open source or third-party code that may be incorporated in the LSDroid Software, such open source code is covered by the applicable open source or third-party license EULA, if any, uthorizing use of such code.
c. Governing Law and Jurisdiction. This Agreement, and the rights and duties of the parties arising from this Agreement, shall be governed by, construed, and enforced in accordance with the laws of Italy, excluding its conflicts-of-law principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the court in Milan, Italy, and the parties agree to service of process in accordance with the rules of such court.
d. Publicity. LSDroid may publicly disclose that Customer is a customer of LSDroid and a licensee of the LSDroid Services, including in a list of LSDroid customers and other promotional materials.
e. Independent Contractor. The parties are independent contractors. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.
f. Waiver & Severability; Amendments. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of any other provision or any subsequent breach. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement may only be amended, or any term or condition in this Agreement waived, by written consent of both parties.
g. Notices. Except as otherwise provided in this Agreement, all legal notices to Customer will be given in writing to any Customer address listed on the applicable Order. All legal notices to LSDroid will be given in writing to: LSDroid S.R.L., Via Porpora 56, 20131 Milano, Italy, or, only for Italian Customers, via PEC to lsdroid@pec.it . For clarity, purchase orders, invoices and other documents relating to order processing and payment are not legal notices and may be delivered electronically in accordance with LSDroid and Customer’s standard ordering procedures.
h. Entire Agreement. This Agreement consists of these terms and conditions above, and the Privacy Policy that is referred to in this Agreement, which is incorporated by reference. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes and cancels all prior agreements, representations, communications, and understandings of the parties, written or oral, relating to such subject matter, and is not intended to confer upon any person other than the signatories below any rights or remedies. This Agreement prevails over any conflicting, or additional terms of any ordering document, acknowledgment, confirmation or other document issued by Customer before or after the execution of this Agreement unless such conflicting or additional terms have been introduced via an amendment and accepted in writing by both parties. The headings of sections of this Agreement are for convenience and are not for use in interpreting this Agreement.
LSDroid Terms and Conditions effective as of September 21, 2021.
LSDroid Terms and Conditions last modified on September 21, 2021.