- We’ll do our best to make the software work for you, but it’s a free service, so be reasonable.
- You own your data and where we need to see it, we’ll only use it to provide our service to you
This Software License Agreement (the “Agreement”) is a legal document that binds registered users (“User” or “Users”) to certain obligations contained herein. You should read this Agreement carefully before accepting its terms. You understand and agree that the software application services described below are provided to Users exclusive under this Agreement by Softworks B.V. (referred to hereunder as “Softworks”, “we,” or “us”), with offices located at Breukelaarplein 8, Aalten, Netherlands. By using the software, you are acknowledging and agreeing that you have read and understand this Agreement, that you agree to be bound by the terms of this Agreement currently in effect and as updated by Softworks from time to time.
Softworks provides the TeslaTasks software for controlling certain aspects of the user’s owned Tesla vehicle. User desires to use such software solutions from Softworks, and Softworks desires to grant usage to such software solutions pursuant to the terms and conditions hereof. In consideration of the agreements contained below, the Parties hereby agree as follows:
For purposes of this Agreement, the following terms will have the meanings ascribed to them below.
1.1 “Confidential Information” means any information disclosed by one Party to the other, which, (i) if in written, graphic, machine readable or other tangible form is marked “Confidential” or “Proprietary” or which, if disclosed orally or by demonstration, is identified at the time of disclosure as confidential and reduced to a writing marked “Confidential” and delivered to the receiving party within thirty (30) days of such disclosure; or (ii) by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. Notwithstanding any failure to so identify them, all technology or proprietary information underlying the Software and TeslaTasks shall be deemed Confidential Information of Softworks, and the User Data shall be deemed Confidential Information of User.
1.2 “Documentation” means any documentation provided by Softworks for use with the Software under this Agreement.
1.3 “Intellectual Property Rights” means all rights in, to, or arising out of: (i) any national, international or foreign patent or any Software therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask works registrations, Softwares, moral rights, trademarks, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other similar or equivalent proprietary rights anywhere in the world.
2. RESPONSIBILITIES OF SOFTWORKS B.V.
2.1 Softworks will host and maintain the Software on servers operated and maintained by or at the direction of Softworks. Softworks must delegate the performance of certain portions of TeslaTasks to third parties, most notably Tesla, over which Softworks cannot be held responsible by User for the delivery of TeslaTasks.
2.2 Softworks does not provide technical support of TeslaTasks. Softworks shall not be obligated to provide to the User any new release of any Software or module thereof, or other software or services.
3. RIGHT TO MONITOR
Softworks will have the right to review and monitor all use of TeslaTasks.
4. LICENSE GRANT
4.1 Grant. Subject to the terms and conditions of this Agreement, Softworks grants to Users a limited, non-exclusive, non-transferable, worldwide license, without the right to sublicense, to permit User to use the Software and the Documentation solely for use on the vehicles registered to the User’s Tesla account.
4.2 License Restrictions. User shall not, and shall not permit any third party to: (i) use the Licensed Materials except to the extent permitted in Section 5.1; (ii) modify or create any derivative work of any part of the Licensed Materials; (iii) permit any third parties to use the Licensed Materials; (iv) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Licensed Materials; or (v) use the Licensed Materials for commercial time-sharing or service bureau use.
4.3 Reservation of Rights. Softworks reserves all rights to TeslaTasks, Software, or Documentation not otherwise expressly granted in this Section 4.
5. LICENSE TO SOFTWORKS
Subject to the terms and conditions of this Agreement, the User hereby grants Softworks a limited, worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the User Data solely in order to provide TeslaTasks and Softworks services to User.
6.1 Users. As between User and Softworks, the User shall retain all right, title and interest in and to the User Data and all Intellectual Property Rights therein. Nothing in this Agreement will confer on Softworks any right of ownership or interest in the User Data or the Intellectual Property rights therein.
6.2 Softworks. As between User and Softworks, Softworks shall retain all right, title and interest in and to the Licensed Materials, any changes, corrections, bug fixes, enhancements, updates and other modifications thereto, and all Intellectual Property Rights therein, and as between the parties all such rights shall vest in and be assigned to Softworks. Nothing in this Agreement will confer on User any right of ownership or interest in the Licensed Materials, TeslaTasks, or the Intellectual Property rights therein.
7. LIMITED SOFTWARE WARRANTY
7.1 Softworks does not guarantee the function of TeslaTasks. The software is only a best effort and highly dependent on third parties to function.
8.3 Disclaimer of Any Other Warranties. SOFTWORKS B.V. MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, TESLA TASKS, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. SOFTWORKS B.V. SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS.
The function of TeslaTasks may be terminated by Softworks at any time without prior notice.
9.1 Nondisclosure. Each Party (each a “Receiving Party”) agrees that it shall use and reproduce the Confidential Information of the other Party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes; shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a need to know; and shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. All third parties to whom the Receiving Party discloses Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as this Agreement. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.
9.2 Exceptions. Notwithstanding anything to the contrary herein, neither Party shall be liable for using or disclosing information that such Party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.
9.3 Remedies. The Receiving Party agrees that a breach of this Section may result in immediate and irreparable harm to the Disclosing Party that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the Disclosing Party will be entitled to seek equitable relief, including but not limited to a temporary restraining order, temporary injunction or permanent injunction without the posting of a bond or other security.