Effective February 25, 2019
This “Scout Rewards & Pay App End User Terms of Service” agreement (the “Terms” or “EULA” as defined further below) sets forth the terms and conditions governing the provision of the Services (defined below) to you and your use of such Services. These Terms constitute the agreement between you, the user (“User”, “you” or “your”), and Telenav, Inc., a Delaware corporation with a place of business at 4655 Great America Parkway, Suite 300, Santa Clara, California 95054 (“Telenav”, “Company”, “we”, “us” or “our”).
a. Telenav does not intend to offer any Services outside the United States of America and its territories (US), to children below the age of 18, or to the extent that the Services or their use violate any applicable law or regulation. Consequently, by using the Services, you warrant and certify to us that (a) you are accessing the Services solely within the US, (b) you are not receiving any data relating to the Services from outside the US (including from the European Union), and you are not otherwise accessing any data through the Services from outside the US, (c) you are not transmitting any data relating to the Services, or through the Services, outside the US (including to the European Union), (d) your age is at least 18 years, and you are not accessing or using the Services on behalf of anyone whose age is under 18 years, and (e) you are not prohibited or restricted from accessing or using any aspect of the Services by any applicable law or regulation.
b. If at any time you are not in full compliance with all provisions of Section 1.a above, you are in material violation of this EULA and you must immediately cease all use of, and access to, the Services.
a. By entering into these Terms, you agree to electronic delivery via email and confirm your ability to access your Telenav Account information either online or via a mobile device. You also agree that if your email address changes, you will promptly provide Telenav with your updated email address. Telenav and any Telenav Third-Party Provider may use the email address that you provide to communicate with you about the Services. Telenav may also provide you with notifications and messages relating to the Services through in-app communications via the Scout Rewards & Pay App (the “App”) or through your email to tell you about the Services or other Telenav products and services (including commercial offers and advertisements), unless you have expressly requested us not to send you marketing materials from Telenav or to otherwise communicate with you.
a. You agree to the use of electronic documents and records in connection with your registration for the Services and all future documents and records in connection with the Services, including without limitation, this electronic signature and disclosure notice, and that this use satisfies any requirement that we provide you these documents and their content in writing. If you do not agree, do not accept these Terms. You may withdraw your consent to receive communications or do business electronically, but we may terminate your use of the Services if you withdraw your consent. Although this consent allows you and us to communicate electronically, we may decide to provide communications to you via paper or to require that certain communications from you be on paper. To change your contact information, you should use the procedures specified in the online or mobile Telenav Account interface. Copies of these Terms are available for download and printing by using current web browser software, and you acknowledge that you can access, receive and retain all other electronic communications from us in the various formats we use, and your access to this page verifies that your system and device meets the above receipt, access, and retention requirements. If you would like paper copies of any electronic communications or documents from us, you may contact us, but we may charge you a fee for such paper copies. Your clicking on the “I accept” button indicates your signature and your acceptance of this disclosure and consent notice.
b. Unless otherwise agreed in writing with Telenav, your agreement with us will always include, at a minimum, these Terms (“Standard Terms”). Your agreement with Telenav may also include the legal notices, terms and conditions that are included in the online management system (the “Additional Terms”). Where Additional Terms apply to the Services, these will be accessible for you to read either within, or through your use of the Service. If there is any conflict between the Additional Terms and the Standard Terms, then the Additional Terms will control in relation to specific Service to which they apply.
c. The Standard Terms, together with the Additional Terms (collectively, the “Terms”), form a legally binding agreement between you and Telenav. It is important that you read the Terms carefully. In order to use the Services, you must first accept the Terms through the Telenav Account registration process. You may not use the Services if you do not accept or if you revoke the Terms. By clicking to accept as part of the registration process you agree to the Terms. If you do not agree with the Terms, you will not be allowed to complete registration for the Services.
d. Telenav reserves the right to modify the Terms at any time without prior notice. Any change to the Terms will be effective upon replacing the original Terms with such updated Terms. The most current version of the Terms will be available to you through the Services. By continuing to access or use the Services after the date of any change to the Terms, you agree to be bound by such terms contained in the most recent version of the Terms.
a. The services provided by Telenav to you through the App (the “Telenav Services” or “Services”) allow you to pay for goods and services through Transactions (defined below) at any merchant participating in the Mobile Rewards Marketplace (a “Mobile Merchant”). The App is an app made available to you by Telenav that you download or access through your mobile or tablet device. The App itself is considered to be a part of the Services. “Transaction” means any sale, lease, exchange of something of value, making available, or license of any goods or services provided to you by any Mobile Merchant that is enabled or facilitated through the Services, including, but not limited to, the acceptance of a digital eGift Card or numeric payment code rendered by the App. The “Mobile Rewards Marketplace” means the mobile payment and rewards network developed and managed by Telenav and/or Telenav’s business affiliates, which includes the App and any other product or Service created, developed, provided or facilitated by Telenav. Mobile Merchants are displayed in your Telenav Account (defined below) through the App using a linked credit, debit card or stored value card (the “Payment Account” as defined below), and earn rewards (“Rewards”) for your purchase based upon the purchase amount.
b. To use the Services you must create an account (“Telenav Account”) through our registration process via the App. Our registration process will ask you for information required for registration, which may include, but not be limited to, first and last name, zip code, email address, date of birth and biometric information such as a self-portrait (or “selfie”) taken with the camera function of your mobile service. You certify that all information you provide in connection with the Services, including Payment Account information, is accurate and complete. You agree to keep your information current by updating it as needed in the App. We reserve the right to suspend or terminate your Telenav Account, in our sole discretion, in the event you provide inaccurate, false, or incomplete information, or fail to comply with the Telenav Account registration requirements.
d. We are not a bank. We do not offer banking services as defined by the Applicable Law. “Applicable Law” means all laws, rules and regulations that are applicable to the Services or your use of the Services. We also do not offer money service business or money transfer services as defined by any applicable state money transmitter laws or by other Applicable Law. You may associate a Payment Account with your Telenav Account using most US-issued credit, debit or prepaid cards with a Visa, MasterCard, American Express, Discover, NYCE or STAR logo. Certain limitations may apply, and we may update at any time the list of Payment Account types that you may associate with your Telenav Account. All payments may be processed through one or more of our business affiliates.
e. By associating a Payment Account with your Telenav Account, you authorize a charge to your default or selected Payment Account for Transactions you make at Mobile Merchant. All payments made through the Services are subject to each individual Mobile Merchant’s refund policy.
f. To use the Services, you must have a compatible mobile device operating system that meets the specifications established by Telenav in its sole discretion. Compatible mobile device operating systems may be established by Telenav from time to time, but as of the Effective Date of these Terms, compatible mobile device operating systems include Apple iOS and Android operating systems. In addition to having a compatible mobile device and operating system, a mobile device that has been modified contrary to the manufacturer’s or mobile service provider’s software or hardware guidelines, including, but not limited to, disabling hardware or software controls (e.g. “jailbreaking”), is not a compatible device with the Services for purpose of these Terms. You understand and agree that you are still subject to the terms and conditions of any agreement you have with any mobile service provider (e.g. AT&T, Sprint, T-Mobile, or Verizon) or any app store or marketplace for the Services (e.g. Apple, Inc. (Apple iOS), or Google, Inc. (Android OS)), and these Terms do not amend or supersede any of those separate agreements. You understand that such services may provide for fees, charges, limitations and restrictions which might impact your use of the Services (e.g. data use charges, etc.), and you agree to be solely responsible for all such fees, charges, limitations and restrictions. We do not warrant that the Service will be compatible with your mobile device or third party carrier. You agree that only your mobile service provider is responsible for the performance and operation of its products and services, including your mobile device and the mobile service provider’s own network. You agree to resolve any problems with your mobile service provider without involving Telenav, Apple, Inc. (Apple iOS), Google, Inc. (Android OS), or any other operator of an app store or marketplace. You must comply with applicable third-party terms when using the Services (e.g. you cannot be in violation of your wireless provider agreement when using the Services).
g. Some functionality of the Services and the App may require transmission of information from your device, such as name, email, financial account information, and GPS location (e.g. for use of the Services in conjunction with in-store beacons, for example). By using the Services, you authorize us and our agents to transmit, record, store, and process this information as necessary for the functionality of the Services.
h. We reserve the right to correct Transactions (including Rewards calculation and redemption) if we believe that a clerical, billing or accounting error occurred. If you have any questions regarding your Transaction history or any correction, or if you dispute any Transaction or correction that has been assessed against you (including, but not limited to, claims of unauthorized or fraudulent Transactions), please notify us as soon as possible. We reserve the right to ignore any disputes made more than 60 days after the Transaction. You will not be sent statements of itemized Transactions or Rewards for your Telenav Account. An electronic Transaction history showing all Transactions made through the Services will be available within the User interface in the App. If you are entitled to a reversal, refund, or other adjustment associated with a purchase made through the Services, Rewards you used to pay for some or all of the Transaction will not be refunded and your return will be subject to each Mobile Merchant’s return or refund policy. We are not responsible for any reversals, refunds or other adjustments.
i. Telenav reserves the right, without liability, to suspend your Services in the event Telenav believes a Transaction has been made in violation of these Terms, is fraudulent or unauthorized, or has been made for criminal purposes. If we believe, in our sole discretion, that your Telenav Account has been used for unauthorized, illegal or criminal purposes, whether by you or by some other party, you give Telenav express authorization to: (a) share information related to your use of your Telenav Account, including Transaction information and your Personal Information, or PII,; (b) take necessary steps to detect or respond to instances of potential or actual fraud or other illegal activities; (c) respond to a law enforcement agency’s request for information or cooperation in an investigation; or (d) respond to judicial process or other valid government investigation process.
j. When shopping at certain Mobile Merchants, your Payment Account may be used to purchase a digital gift card in the amount of your Transaction. There is an 18-21 digit code issued with the digital gift card. To complete payment at these Mobile Merchants you must show this code to the cashier who will then either scan the code or manually enter it into the point-of-sale to complete the Transaction. After the Transaction is complete, the digital gift card has zero value and is automatically removed from your account.
k. You earn Rewards for your Transactions, which may be defined as a fixed dollar percentage of your purchase amount. The dollar percentage amount of the Rewards that you earn for Transactions at a particular Mobile Merchant are determined by the Mobile Merchant and are listed for that particular Mobile Merchant. You may redeem Rewards earned through Transactions at any Mobile Merchant participating in the Mobile Rewards Marketplace, and you may select various Rewards options (e.g., auto-apply Rewards at each checkout, for example) within the App. All Rewards value within your Telenav Account is non-refundable and non-transferrable. No interest, dividends or any other earnings on funds or Rewards deposited to your Telenav Account will accrue or be paid or credited to you by Telenav or any Telenav business affiliate. The value associated with any Rewards in your Telenav Account is not insured by the Federal Deposit Insurance Corporation (FDIC).
l. You agree you will not share any third party’s PII with us unless you have received consent from that third party to do so.
m. When you use the Services to make a Transition at a Mobile Merchant location, you must enter your App log-in credentials (e.g. User name, password and Telenav PIN) required to initiate and approve a Transaction. You are responsible for all activity that occurs under or in association with your Telenav Account, including unauthorized payment Transactions that result from your failure to safeguard your App login credentials required for Transactions, or activity that occurs due to your failure to utilize either a App PIN or separate optional mobile device passcode. Please be advised that once you have logged into the App, you may remain logged in until you actively log out. While logged in, your phone may be used to conduct all activities offered in the App, including conducting Transactions. Telenav provides the capability for you to use your designated Telenav PIN to authorize a Transaction, and strongly encourages you to also set a mobile device passcode to minimize the possibility of another individual using your mobile device and the App to conduct Transactions. In the event that your mobile device is lost or stolen, you must immediately contact the issuing banks for all Payment Account(s) you loaded into your Telenav Account for Transactions (including any accounts included in any third-party mobile wallets that you are using) in order to prevent unauthorized Transactions. In addition, you must also contact Telenav directly at email@example.com to inform us that your mobile device was lost or stolen and instructing us to deactivate your Telenav Account. Such Telenav Account deactivation may take several days for us to implement, which is why you should contact the issuing bank(s) for your Payment Account(s) first. If you instruct us to deactivate your Telenav Account due to your mobile device being lost or stolen, and you have earned but unredeemed Rewards, you will need to register for a new Telenav Account and contact us to transfer any earned but unredeemed Rewards to your new Telenav Account.
If Telenav is holding funds owed to you arising from a Transaction processed through the Services, and Telenav is unable to contact you, Applicable Law (defined below) may require Telenav to report these funds as unclaimed property. If this occurs, Telenav will try to contact you using the last known email address shown in our records, but if Telenav is unable to contact you, we may be required to deliver any such funds to the applicable state as unclaimed property. Telenav reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by Applicable Law.
a. Telenav seeks to provide the best possible experience for its Users. Once you have downloaded and installed the App, the mobile device you use may automatically download and install updates from time to time that are designed to improve, enhance or further modify the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Telenav to deliver these to you) as part of your use of the Services. You agree that you will download and install any software updates for the App as they become available, and we are not responsible for any functionality errors or issues that result from your failure to download and install any software updates we provide to you. You acknowledge and agree that the form and nature of the Services which Telenav provides may change from time to time without prior notice to you.
b. You agree that Telenav may provide you with notices, including those regarding changes to the Terms or Services, by email, SMS, or updates provided through the Telenav Rewards App. If you need to contact us, you should email: firstname.lastname@example.org.
a. You agree that Telenav may display advertising, promotions and other similar messages through the Services. These advertisements, promotions and other similar messages, which may include marketing, may be targeted to the content of information stored as part of the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Telenav through the Services are subject to change without notice to you.
b. You also agree that Telenav may engage in market research and analysis in connection with the Services provided under this Agreement;
d. The Services may include or permit you to access information, such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images, as part of, or through your use of, the Services (collectively, the “Content”). You understand that all Content is the sole responsibility of the provider of such Content.
e. Telenav does not endorse companies or products to which it links, who advertise with us, or who provide Content included in the Services. You acknowledge and agree that Telenav is not liable for any loss or damage which may be incurred by you as a result of the availability of those external third-party sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites, advertisements or third parties.
f. Sometimes when you use the Services you may, as a result of, or in connection with your use of the Services, use a service or download a piece of software or purchase goods that are provided by another person or company. Your use of these other services, software or goods are subject to separate terms between you and the company or person providing such services, software or goods, and you and that provider are solely responsible for the use or purchase of such service, software or goods.
g. Any Transactions arising out of your use of the Services shall be between you and the Mobile Merchant involved in the Transaction pursuant to the terms and conditions agreed upon by you and the applicable Mobile Merchant. You agree to fulfill your payment or other obligations with respect to any Mobile Merchant. Telenav is not a party to any Transaction between you and any Mobile Merchant. TELENAV HAS NO LIABILITY FOR TRANSACTIONS THAT YOU MAY ENTER INTO WITH ANY MOBILE MERCHANTS, INCLUDING WITHOUT LIMITATION, THE CONDUCT, ABILITY OR FAILURE OF THE MOBILE MERCHANTS TO PERFORM OR OTHERWISE REGARDING THE GOODS OR SERVICES OF THE MOBILE MERCHANT. You agree not to bring a claim against Telenav or name us as a party of any kind in any arbitration or court action instituted between you and any Mobile Merchant. If we are named in such an arbitration or court action, you shall cooperate in the removal of Telenav from such an arbitration or court action, including, without limitation, through petitioning the arbitrator or applicable court. IN THE EVENT OF ANY DISPUTE ARISING BETWEEN YOU AND A MOBILE MERCHANT, YOU HEREBY RELEASE, INDEMNIFY AND HOLD US HARMLESS FROM ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, DAMAGES AND COSTS (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) THAT MAY ARISE IN CONNECTION WITH ANY CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, LIABILITIES, AND DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ACTUAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL AND CONSEQUENTIAL DAMAGES), KNOWN AND UNKNOWN, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH LOSSES, DAMAGES OR COSTS OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. YOU ACKNOWLEDGE THAT CALIFORNIA LAW WILL GOVERN THIS RELEASE, AND YOU FURTHER AGREE TO WAIVE, RELEASE AND RELINQUISH ALL RIGHTS, BENEFITS AND PROTECTIONS UNDER THE PROVISIONS OF ANY STATE LAW LIMITING OR PROHIBITING A GENERAL RELEASE UNDER CALIFORNIA LAW, OR IN THE EVENT A COURT DOES NOT ENFORCE THE APPLICABLE SECTION OF THESE TERMS, UNDER APPLICABLE STATE LAW, INCLUDING WITHOUT LIMITATION CALIFORNIA CIVIL CODE § 1542 AND ANY SIMILAR STATUTES.
a. Telenav grants you a personal, non-exclusive, non-transferable, limited and revocable license to access the Services through the App for personal use only on a mobile device owned or controlled by you and for the sole purpose of conducting Transactions and managing Transactions and Rewards relating to your Telenav Account. Your use of the Services other than for personal use as part of the Services, including, without limitation, resale, transfer, modification or distribution of the Services, or text, pictures, barcodes, data, hyperlinks, displays and other content associated with the Services or App, is strictly prohibited.
b. You acknowledge and agree that (i) Telenav, or our licensors, owns all legal right, title and interest in and to the Services, including any and all intellectual property rights; (ii) you may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of, the Services or any part thereof; (iii) you may not assign (or grant a sub-license of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services; and (iv) you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) of Telenav or any of our licensors, which may be affixed to or contained within the Services. The Services and all associated materials, content and documentation are protected by copyright, trademark, patent, trade secret, and other proprietary rights, and may also have components that protect digital information.
c. Content presented to you as part of the Services, including, but not limited to, advertisements and sponsored Content within the Services, may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content, or by other persons or companies on their behalf. You may not modify, rent, lease, loan, sell, distribute, exploit, or create derivative works based on this Content (either in whole or in part) unless you have been specifically told in a separate written agreement that you may do so by Telenav or by the owners of that Content.
d. Nothing in the Terms gives you a right to use any of our trade names, trademarks, logos, domain names, and other distinctive brand features, or to any third-party trademarks or logos as they are the property of the third parties. Unless you have been expressly authorized to do so in writing by Telenav, you agree that in using the Services, you will not use any trademark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
a. You agree to use the Services only for purposes that are permitted by (i) the Terms and (ii) any Applicable Law, rule, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the US or other relevant countries).
b. You agree that you will not do any of the following through the Services: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; (ii) publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information; (iii) transmit or upload any viruses, trojan horses, worms, time bombs, cancelbots, spyware, or any other harmful or deleterious programs; (iv) interfere with or disrupt the Services or its software, networks or servers; (v) harvest or otherwise collect information about others, including without limitation email addresses, without proper consent; (vi) use the account, login identification, or password of another party to access the Services; (vii) otherwise attempt to gain unauthorized access to the Services, other Telenav Accounts, computer systems or networks connected to the Services, through password mining or any other means; (viii) interfere with another’s use or enjoyment of the Services or any other service provided by us; or (ix) otherwise violate these Terms or the terms of any third party, including without limitation those of any Mobile Merchant.
c. Telenav has no obligation to monitor your use of the Services. However, we reserve the right at all times to monitor, review, retain and/or disclose any Transaction information or any Content or other information for any reason, including, without limitation, as necessary to satisfy any Applicable Law, rule, regulation, legal process or governmental request. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable.
d. You shall keep confidential and not disclose your Telenav Account username, PIN or passwords to third parties. You are solely responsible for any and all activities, including Transactions, that occur under your Telenav Account including the selection and use of any usernames, PINs or passwords as may be permitted or required to use the Services.
e. Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
a. Telenav may at any time, and without liability, terminate or suspend your use of the Services and/or of the Rewards program for any reason or no reason, including, without limitation, in any of the following circumstances:
i. you provide inaccurate, untrue, or incomplete information, or have failed to comply with the Telenav Account registration requirements;
ii. you breach any provision of the Terms or act in manner which clearly shows that you do not intend to, or are unable to comply with, the Terms;
iii. we are required to do so by Applicable Law (for example, where the provision of the Services to you is unlawful) or in order to address any fraud or security threats or issues that may affect the Services;
iv. the partner with whom we offered the Services to you has terminated its relationship with us or ceased to offer its service to you; or
v. for convenience and at any time, if we decide to discontinue or terminate the Services, in whole or in part, in which case we would provide prior 90-days public notice of such upcoming termination or suspension;
vi. the provision of the Services to you by us is, in our sole opinion, no longer commercially viable;
vii. you are subject to U.S. government restrictions, or you are affiliated with a country that is subject to U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, or if it is listed on any U.S. government list of prohibited or restricted countries; or
viii. one or more of your Transactions violate, or you use the Services in connection with any fraudulent or illegal activity or in any manner which interferes with the operation of the Services.
b. Upon termination or suspension of the Services, of the Rewards program and/or of this EULA, for any reason, in whole or in part, we may choose, at any time and upon notice to you, to (a) completely discontinue and terminate such Services and/or Rewards program, (b) replace the Rewards program with a different rewards or loyalty program, or (c) transfer the Services (including your Telenav Account and your data) and/or the Rewards program to a third party (e.g., to a business affiliate of Telenav). You will not accumulate further Rewards and will not claim or redeem any Rewards after any termination or suspension of the Services and/or of the Rewards program becomes effective. In our sole discretion, upon any termination of the Services and/or of the Rewards program for any reason, in whole or in part, to the extent permitted by Applicable Laws, (a) we may completely cancel, void and nullify all of your unredeemed Rewards, without any obligation or liability to you or to any other party, or (b) we may pay to you a certain monetary sum for some or all of your unredeemed Rewards, as determined by us at that time, (c) we may make available to you another mechanism for redemption of some or all of your unredeemed Rewards, and/or (d) take any other action permitted under Applicable Laws.
c. You may terminate your use of the Services at any time.
d. You acknowledge and agree that if your use of the Services is disabled or access to your Telenav Account is suspended or terminated for any reason, you may be prevented from accessing the Services, your Telenav Account details or any files, data or other content which is contained in your Telenav Account. Upon termination, you may no longer use the Services, including, without limitation, the App. Termination does not relieve you of any obligations you have to pay Telenav, its Mobile Merchants or other third parties. Rewards you may have earned may be revoked at the sole discretion of Sionic Mobile.
e. Upon termination, the recitals and Sections 1, 3, 4h, m, 5 d, e, f, 7, 8 c, d, e, and 9 - 17 will survive in accordance with their terms.
You will defend, indemnify and hold harmless Telenav, and its parent, subsidiaries and affiliates, and their officers, directors, employees, licensors, successors and assigns from and against any and all claims, lawsuits, causes of action, damages, costs, liabilities, fines, penalties, expenses and attorney fees that result from or arise out of (a) your use or misuse of the Services, including Transactions, (b) your violation of the Terms, (c) your Transactions with any Mobile Merchant or any disputes arising therefrom, or (d) your actions or inactions, including, without limitation, any negligence, willful misconduct or violation of law.
a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, TELENAV, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND OTHER BUSINESS AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (IV) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES, INCLUDING THE SCOUT REWARDS AND PAY APP, WILL BE CORRECTED.
b. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TELENAV OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TELENAV FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, QUIET ENJOYMENT, AND DATA ACCURACY. Certain jurisdictions may not allow exclusions of implied warranties, and you may have additional rights in certain jurisdictions, so the above disclaimers and exclusions do not apply solely to the extent prohibited by the laws of such jurisdictions.
a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TELENAV, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR:
i. ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR ii) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF: (1) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER, SPONSOR OR MOBILE MERCHANT; (2) ANY CHANGES WHICH TELENAV MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (3) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (4) YOUR FAILURE TO PROVIDE TELENAV WITH ACCURATE ACCOUNT INFORMATION; AND (5) YOUR FAILURE TO KEEP YOUR PASSWORD OR TELENAV ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
b. Under no circumstances will Telenav’s total and aggregate liability of all kinds arising out of or related to the Terms and the Services, regardless of the forum and regardless of whether any action or claim is based on contract, indemnification obligations, tort or otherwise, exceed US $100.00. The foregoing limitation in this Section 13.b is cumulative, with all payments for claims or damages being aggregated to determine satisfaction of the limit, and the existence of one or more claims will not enlarge that limit. You are responsible for credit cards and gift cards used, and Transactions performed through the Services, and Telenav will have no liability if Transactions are declined or otherwise not completed properly.
c. The limitations on our liability above shall apply whether or not Telenav has been advised of or should have been aware of the possibility of any such losses arising and notwithstanding the failure of essential purpose of any limited remedy.
d. No claim, suit or action will be brought against Telenav more than one year after the related cause of action first occurred.
e. The limitations in this Section 13 do not apply if and only to the extent that Applicable Law prevents the application of such limitations.
a. You agree that you and Telenav will settle all disputes, claims and causes of action related to the Services or these Terms (“Claim”) by binding arbitration in the county of your residence. The fact and content of such binding arbitration shall be strictly confidential. The American Arbitration Association (“AAA”) will conduct the arbitration in accordance with the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (available at www.adr.org). You agree that the Federal Arbitration Act applies, and all disputes as to the enforceability of this provision will be decided in accordance with that Act. Telenav will pay your share of any filing, administrative or arbitrator fees that the AAA would otherwise require you to pay for the arbitration, unless the arbitrator determines that your Claim was frivolous. Each party is responsible for its own attorney’s fees and other costs with respect to any arbitration unless an arbitrator awards otherwise. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.
b. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER OR ON BEHALF OF ANY PURPORTED CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL PROCEEDINGS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU HEREBY WAIVE YOUR RIGHT TO HAVE ANY CLAIM DECIDED BY ANY OF THOSE METHODS OR TO PARTICIPATE IN ANY CLASS ACTION OR CLASS ARBITRATION REGARDING A CLAIM.
c. If any provision of this Section 14 is found to be unenforceable, it will be severed and the other arbitration provisions will be enforced (but in no case will there be a class action or class arbitration).
The Terms, your relationship with Telenav under the Terms, and any related disputes are governed by the laws of the State of California without regard to its conflict of laws provisions. If, for whatever reason, any Claim is not resolved pursuant to Section 14, then you and Telenav agree to submit to the exclusive jurisdiction and venue of the federal or state courts located within Santa Clara County, California.
a. Payment transaction data and details for payments made for goods and services at participating Mobile Merchants;
b. Payment Account data you choose to enter into your Telenav Account, as well as information needed to complete Transactions. Payment Account data may include your bank account information, credit or debit account or gift card or stored value account details, related security codes or other payment credentials;
c. Additional PII required for authentication of Payment Accounts you choose to enter into your Telenav Account, such as driver’s license number, Social Security number, date of birth, or answers to challenge and response questions used to authenticate your identity. Driver’s license number, Social Security number, date of birth and challenge and response question information may be used for authentication by Telenav business affiliates where you instruct such business affiliates to load your Payment Account with a credit card issuer into your Telenav Account;
d. Your interest in and use of advertising, marketing and offers in conjunction with use of the Services;
e. Your responses to survey questions regarding the Services (if you participate in surveys, Telenav business affiliates may collect the information you provide to them, which may include PII);
f. Your user preferences, product and Services interests, communication choices, and other user profile information; and
g. Other Transaction data, such as amount of purchase, store name or register number.
You may not assign, novate, delegate or otherwise transfer these Terms or your rights or obligations without our prior written consent. The Terms constitute the entire legal agreement between you and Telenav regarding the subject matter of these Terms and supersede all prior or contemporaneous agreements, negotiations, representations and proposals with respect to the subject matter of these Terms. No failure or delay by us to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. Our waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. You and Telenav are independent contractors, and nothing in these Terms constitutes a partnership between the parties or designates one party as the agent of the other. If any provision of these Terms is declared invalid, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of these Terms will continue in full force and effect. If any provision of these Terms requires interpretation, this Agreement is not to be more strictly construed against one party than the other. Your agreement to these Terms by electronic means shall have the same force and effect as an original signature hereto.