Valgen End User License Agreement (EULA) Terms and Conditions 

ProsperFleet is a proprietary intelligence platform to provide analysis, insights and data to the commercial fleet market (“Platform”). Platform may be licensed through an agreement (“Agreement”) directly to organizations (“Organization”) and its end-users (“User” or “Users”) or indirectly through resellers, distributors or white label partners (“Partners”).

PLEASE READ CAREFULLY THE END USER SERVICES AND LICENSE AGREEMENT (“LICENSE”) BEFORE ACCESSING, OR USING THE SOFTWARE OR OTHERWISE INSTALLING, USING OR RUNNING ANY SOFTWARE (AS DEFINED BELOW), PROVIDED TO YOU (“USER”, “YOU”) BY VALGEN, INC. (AS DEFINED BELOW) DIRECTLY BY YOUR COMPANY/ENTITY, OR INDIRECTLY THROUGH A DISTRIBUTOR, RESELLER OR OTHER THIRD PARTY LICENSED AND AUTHORIZED BY VALGEN (“VALGEN”).

BY ACCESSING OR USING SERVICES IN ANY MANNER INCLUDING BY INSTALLING, HAVING INSTALLED, CONTROLLING, LOGGING IN TO PLATFORM, ACCESSING OR OTHERWISE USING ANY VALGEN SOFTWARE OR UPDATES AND UPGRADES THEREOF IN ANY MANNER, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS AND CONDITIONS HEREOF.

1.1. In General. Valgen hereby grants you, the User, a limited, non-exclusive, non-transferable license to use Platform during the Term, solely for the operation of the Platform (the “License”).

1.2.  Authorized User.  You must be provided access by the administrator in the licensing Organization or authorized Partner and not have obtained credentials through any other way.

1.3.  Restrictions. You shall not (a) decompile, reverse engineer, or otherwise attempt to obtain the source code for Platform; (b) sublicense or allow any third party to use Platform, except pursuant to the normal operation of the Platform; (c) use Platform for any purpose other than the operation of the Platform; (d) use Platform in a manner that interferes with the use by Valgen, its other customers or partners; (e) use the Platform with intent to create a competing electronic platform for the purpose of offering a fleet intelligence system; or (f) use the Platform for illegal or fraudulent use.

1.4.  Platform Operation. User shall use Platform in an operating environment (e.g., hardware and software) recommended by Valgen which are Windows and iOS operating systems, and Chrome, Firefox, Edge and Safari browsers with acceptable patches and security updates.

1.5.  Data Authorization.  User hereby grants Valgen permission to collect information on their use of the Platform, and within the parameters indicated by Valgen. Further, Valgen may collect, use, share and store data made available via the Platform in connection with the Services provided, including analyzing performance, monitoring acceptable use and ensuring stability of the Platform.

1.6.  Compliance with Applicable Laws. User when operating the Platform shall comply with all applicable laws, rules and regulations.

1.7.  Data Credits. Users shall be provided credits to download data through an authorized administrator of their licensing Organization (“Credits”) and remain valid for the Term of License and transferrable to other Users within the Organization, which the admin can assign at the discretion of the licensing entity.

1.8. Suspension of Access for Non-Payment. Should the licensing Organization or Partner fail to pay the fees, Valgen may suspend the Services or terminate access to all Users.

1.11.  Termination.  Upon the termination of this License, User shall discontinue the access and use of Licensed Data as provided in the Agreement

1.11.  Organization End-User Purposes.  User shall use the Licensed Data solely for Organization’s sales and marketing purposes.

1.12.  Access to Systems. If User is given access, whether on-site or through remote access, to any Valgen facility, application, API, computer or electronic data storage system, retrieval or network (“Networks”) in order to perform the services, User shall (i) limit such access and use solely to perform the services, and shall not access, or attempt to access, any computer system, electronic file, software, or other electronic services other than those specifically required to perform the Services; (ii) comply with all of Valgen’s security and usage policies regarding the use of the Networks. All user identification and passwords disclosed are deemed to be, and shall be treated as, Confidential Information and used in accordance with the Terms of Use for the Platform.

1.13.  Usage Guidelines. As noted in the Agreement, Users are requested to be aware that use of the Licensed Data is subject to these general guidelines:

– Any solicitation, ad copy and sales communication used by Organization or User shall not mention the source of the recipient’s name, address and fleet information.

– Licensed Data may be seeded to detect any unauthorized use or duplication thereof.

– All analysis shall be solely for evaluating the performance of sales and marketing initiatives.

– The User shall comply with CAN-SPAM and privacy laws pertaining to email marketing to Contacts contained within the Licensed Data.

1.14. Termination of User. Authorized Users terminated by an Organization shall:

  • immediately discontinue logging into the Platform
  • discontinue all use of Licensed Data;
  • return to their Organization all Licensed Data, including all copies thereof.

1.15.  Feedback. If User provides feedback, comments, suggestions, ideas, description of processes, or other information to Valgen about or in connection with Platform, including without limitation any ideas, concepts, know-how or techniques contained therein (“Feedback“), then User grants Valgen a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise use the Feedback for any purpose, without any compensation or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed Confidential Information, and nothing in this License limits Valgen’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise. Except as expressly set forth in this License, User is granted no licenses or other rights in or to any Valgen Data or any use thereof.

1.16.  Additional Responsibility. User grants Valgen all rights and licenses in and to the User’s Data necessary for Valgen to provide the Services and perform its obligations under this License.

1.17. Response Levels.  Valgen’s business support hours are 9:00 AM – 5:00 PM CST, Monday through Friday, except holidays. Customer may send an email to prosperfleet.support@valgen.com.