Terms of Service

Last Updated: August 1, 2023

• Any customer or licensee who has purchased the Services pursuant to the Software License and Hardware Purchase Agreement [Insert link to agreement] (an “Administrator”);  and
• Any individual, natural person who is registered by Administrator under Administrator’s Account as an authorized user of the Services (a “User”).

1. Definitions
   1. Whenever used in the Agreement, the following terms will have the following specified meanings:
   2. “Account” means an account established by you as an Administrator in connection with the purchase of the Services, under which it may use and register Users to use the Services.
   3. “App” means the SOBRsure mobile application available for download from the Apple App Store and Google Play.
   4. “Confidential Information” means all non-public, confidential, or proprietary information, including, but not limited to, documents and data disclosed by either party, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement. Without limiting the foregoing, any data, source code, or other information relating to the design, architecture, specifications, features, functions, performance, operation and other characteristics of the Product, Software, and App are Confidential Information of SOBR and any User Data is Confidential Information of Administrator and User.  Notwithstanding the foregoing, “Confidential Information” does not include information that: (a) is or becomes generally available to the public other than as a result of the receiving party’s breach of these Terms; (b) is or becomes available to the receiving party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such information; (c) was in the receiving party’s possession prior to the disclosing party’s disclosure hereunder; or (d) was or is independently developed by the receiving party without using any Confidential Information.
   5. “Documentation” means any user manuals, technical manuals, specifications, and other written material relating to the Services made available by SOBR.
   6. “Person” means an individual, corporation, partnership, trust, governmental organization, or other legal entity.
   7. “Product” means the SOBRsure™ wearable alcohol monitoring product.
   8. “SOBR Intellectual Property” means all patents, trademarks, copyrights, internet domain names, websites, designs, software (including any underlying source code), data, databases, documentation, manuals, trade secrets, and other intellectual property owned or otherwise developed by SOBR, and all rights, interests, and protections associated therewith, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction.
   9. “Software” means the scalable, patent-pending SOBRsafe™ software platform for non-invasive alcohol detection and identity verification.
   10. “Update” means any revision, update, correction, enhancement, or other modification of the Software or App necessary to ensure that the Software or App continues to operate.
   11. “User Data” means any data belonging to a User that is stored, made available through, or otherwise used or accessed by the Services; provided, however, that User Data does not include any non-personally identifiable information, or aggregated, anonymized data that is generated by the Services using the User Data.
2. Access and Use
   1. Grant of License.  Subject to your compliance with these Terms, SOBR hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to: (a) access, download, and use the Services; and (b) use and make a reasonable number of copies of the Documentation solely in connection with your use of the Services.
   2. Updates.  SOBR may from time to time provide Updates to the Software and App, which shall be available at no additional charge. Updates will automatically be pushed to you, and you acknowledge that the Software or App, or portions thereof, may not properly operate should your fail to download and install the Updates. SOBR shall not be held liable for any data loss, product malfunction, or other errors caused by your failure to download or install Updates. Updates will be deemed part of the Software and App and will be subject to these Terms.
   3. General Restrictions and Limitations.  You shall not use the Services or Documentation for any purposes beyond the scope of access granted under these Terms. Without limiting the generality of the foregoing, and except as otherwise expressly set forth in this Agreement, your may not: (a) rent, sell, sublicense, assign, publish, transfer, or otherwise make available to any Person the Services or Documentation; (b) copy, modify, or create derivative works or improvements of the Services or Documentation, in whole or in part; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (d) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to the Services or Documentation; or (e) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
   4. Reservation of Rights. SOBR reserves all rights not expressly granted to you under these Terms. Except for the limited rights and licenses expressly granted hereunder, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to your or any third party any rights in or to the SOBR Intellectual Property or any other right, title, or interest in or to the Services or Documentation.
   5. Software Interruption. Under no circumstance shall SOBR be deemed to have breached these Terms in the event of any Software or App disruption: (a) continuing for less than two hour; (b) caused by you, including your failure to pay fees and charges when due; or (c) resulting from routine maintenance.
   6. Collection of Use of User Data. You acknowledge that when you use the Services, SOBR will collect and process User Data. You further acknowledge that you may be required to provide certain information about yourself as a condition to accessing, downloading, and using the Services. All User Data and other information we collect in providing the Services is subject to our Privacy Policy [Insert Link to Privacy Policy]. By accessing, downloading, using the Services, and by providing information to or through App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
   7. Accuracy of Licensee Data.   You acknowledge that SOBR is not responsible for the accuracy, maintenance or use of any User Data you provide.
   8. Compliance with Privacy Policy. You shall comply at all times with the SOBR Safe, Inc.  Privacy Policy [Insert Link to Privacy].
3. Ownership; Confidentiality.
   1. Ownership. You expressly agree and acknowledge that the Services, Documentation, Confidential Information of SOBR, and SOBR Intellectual Property are exclusively owned by SOBR. No title to or ownership of any of the Services, Documentation, Confidential Information of SOBR, or SOBR Intellectual Property, is transferred to you or any other Person under this Agreement.  Without limiting the generality of the foregoing, SOBR reserves all rights in and to the Services, Documentation, Confidential Information of SOBR, and SOBR Intellectual Property. SOBR expressly acknowledges that User Data and your Confidential Information, and any rights relating thereto are exclusively owned by you. No title to, or ownership of any User Data or your Confidential Information, or any rights associated therewith, is transferred to SOBR or any other Person under this Agreement.
   2. Collection and Use of Information.  You acknowledge that SOBR may collect and store information regarding your use of the Services. You agree that SOBR may use such information for any purpose related to any use of the Services by Licensee, including but not limited to: (a) improving the performance of the Services or developing Updates; and (b) verifying your compliance with the terms of the Agreement and enforcing SOBR’s rights in and to the Services and Documentation.
   3. Non-Disclosure of Confidential Information.  Neither party may disclose any Confidential Information of the other party to any Person without the prior written consent of the disclosing party. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (a) to exercise or perform its rights or obligations under the Agreement; (b) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (c) to establish a party’s rights under the Agreement, including to make required court filings.
   4. Protection of Confidential Information. Each party shall implement and maintain security measures reasonably sufficient to protect the other party’s Confidential Information from unauthorized access or disclosure. If either party becomes aware of any unauthorized access of the other party’s Confidential Information, it shall promptly notify the other party of such unauthorized access or disclosure, and take all steps reasonably necessary to terminate such unauthorized access or disclosure.
4. Disclaimer of Warranties
   1. THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SOBR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS 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 LIMITATION TO THE FOREGOING, SOBR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
5. Term and Termination
   1. Term.  These Terms commence on the date you first accept these Terms and continue until such time as the subscription to your or your Administrator’s Account expires or your use of the Services ceases (the “Term”).
   2. Effect of Expiration.  Upon expiration of the Term, unless otherwise specifically provided for in writing by the parties:
      1. The license granted pursuant to Section 2.1 will immediately terminate and you may no longer access or use the Services, Documentation, and SOBR Intellectual Property;
      2. You will promptly return to SOBR or destroy any Documentation in your possession or control;
      3. SOBR will promptly return to you or destroy any User Data in its control or possession.
   3. Survival. The parties’ respective rights and obligations under Sections 3 and 7 of this Agreement will survive termination or expiration of these Terms.
6. Limitation of Liability and Indemnification
   1. No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOBR, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, OR OTHER THIRD PARTY PARTNERS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SOBR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   2. Limitation of Liability. THE MAXIMUM AGGREGATE LIABILITY OF SOBR, ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, AND THIRD PARTY PARTNERS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL FEES PAID BY YOU OR YOUR ADMINISTRATOR UNDER THIS AGREEMENT FOR THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.
   3. Indemnification by Licensee.  You agree to indemnify, defend, and hold harmless SOBR against any third party claim, demand, suit or proceeding made or brought against SOBR alleging or arising out of: (a) your breach of these Terms; (b) your negligent or more culpable act or omission; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by your negligent or more culpable act or omission; or (d) your failure to comply with any applicable federal, state, or local laws, regulations, or codes (a “Claim”), and shall indemnify SOBR for any damages, attorney fees and costs finally awarded against SOBR as a result of, or for any amounts paid by SOBR under a court-approved settlement of, a Claim.
7. General
   1. Compliance with Laws.  Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction.
   2. Notices. Any notice required or permitted by these Terms shall be made in writing and shall be sent by registered or certified mail, return receipt requested, or by commercial carrier or nationally recognized overnight delivery service, in each case postage prepaid, or by e-mail, to the address set forth in your Account. Either party may from time to time change its address by giving the other party notice of the change in accordance with this Section 8.2.
   3. Assignment. You may not assign or sublicense (voluntarily, involuntarily, by operation of law or otherwise) these Terms without the prior written consent of SOBR.  Subject to the foregoing, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns.
   5. Governing Law. This Agreement shall be governed by and construed under the internal laws of the State of Colorado, without reference to principles of conflict of laws or choice of laws.  The parties hereby consent and submit to the exclusive jurisdiction of the federal and state courts located in the Denver, Colorado metropolitan area.
   7. Entire Agreement.  These Terms, together with the Privacy Policy, and, in the case of an Administrator, the Software License and Hardware Purchase Agreement [link to agreement], sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior and contemporaneous discussions and negotiations, whether oral or written, between them.
   8. Severability.  Any term or provision of these Terms that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof.  If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified.
   9. Amendments.  SOBR has the right, in its sole discretion, to amend these Terms from time to time, and the amended Terms becomes effective on posting. Notwithstanding Section 8.2, SOBR may notify you of amendments to these Terms by posting a notification to the following webpage: [Link to Terms of Service URL]. You are responsible for reviewing any such amendments, and your continued use of the Services after the effective date of the amendments will be deemed acceptance of the amended terms.