Customer Terms Of Service
II. Additional terms for Customers participating in the Membership Program:
A. Revenue Share:
- Customer & AnyRoad (collectively, the “Parties”) agree to share a portion of the revenue generated through the services provided by AnyRoad as outlined in the agreement.
- The revenue share shall be calculated based on the specific terms and conditions outlined in Customer’s Membership Order Form (the “Order Form”) executed by the parties, which shall agree upon the percentage of revenue that will be shared between the AnyRoad and the Customer.
- The agreed-upon percentage shall be specified in the Order Form and shall remain in effect for the duration of the agreement, unless otherwise amended in writing.
- The revenue share payments shall be made on a quarterly basis, as agreed upon by the parties.
- AnyRoad shall provide a detailed revenue statement or report to the Customer, outlining the revenue generated and the corresponding revenue share amount.
- The revenue share payments shall be made within 30 following the end of each payment period.
- AnyRoad shall make the revenue share payments in the currency specified in the agreement and in accordance with the agreed-upon payment method.
B. Exclusivity Obligation:
- During the term of this Agreement, Customer agrees to exclusively participate in and engage with the Membership Program offered by AnyRoad. This does not include any loyalty programs currently administered by the Customer to its users.
- Customer shall not participate in or engage with any other similar or competing paid membership program that offers similar benefits or services without prior written consent from AnyRoad.
- Customer agrees not to directly or indirectly solicit or engage in any business activities or transactions with other members of AnyRoad’s membership program for the purpose of diverting their business or engagement with AnyRoad.
- Customer further agrees not to recruit, solicit, or hire any employees, contractors, or service providers associated with the AnyRoad’s membership program during the term of this Agreement and for a period of 12 months following its termination.
D. Termination and Breach:
- Customers may terminate their participation in the Membership Program at any time and for any reason, with 12 months prior written notice to AnyRoad.
- In the event of a breach of this Clause by the Customer, AnyRoad reserves the right to terminate the Customer’s participation in the Membership Program immediately, without any liability or obligation to refund any fees.
- The termination of The Customer’s participation in the Membership Program shall not relieve the Customer from any obligations under this Clause, including the obligations of confidentiality and non-solicitation.
E. Intellectual Property:
- Customer acknowledges and agrees that all intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights associated with the software, technology, and materials provided by AnyRoad for the Membership program, shall be owned exclusively by AnyRoad.
- Customer agrees that it shall not acquire any ownership rights or claims to the Provider's intellectual property through the use of the services or any deliverables provided under the agreement.
- AnyRoad grants the Customer a non-exclusive, non-transferable, revocable license to use the AnyRoad intellectual property solely for the purpose of accessing and using the services provided under this Membership Program.
- The license granted to the Customer is limited to the term of the agreement and does not extend beyond the termination or expiration of the agreement.
- Customer shall not copy, modify, distribute, sell, sublicense, or create derivative works based on AnyRoad's intellectual property without AnyRoad’s prior written consent.
- Customer shall not reverse engineer, decompile, or disassemble AnyRoad’sintellectual property or attempt to derive the source code or underlying ideas from the services or any deliverables provided by the AnyRoad.
- AnyRoad acknowledges that any intellectual property owned by the Customer and provided to AnyRoad for the purpose of the services shall remain the property of the Customer.
- AnyRoad shall not acquire any ownership rights or claims to the Customer's intellectual property through the provision of the services.
F. Data & privacy:
- Customer acknowledges and agrees that any data generated, collected, or processed through Membership Program run by AnyRoad shall be owned exclusively by AnyRoad.
- The data includes, but is not limited to, customer information, user data, transaction details, analytics, and any other data generated or provided by the Customer or its users in connection with the Membership Program.
- AnyRoad shall have the right to use the data for the purposes of providing the Membership Program, improving the functionality of the program or any of its auxiliary services, and enhancing the overall user experience.
- AnyRoad shall take commercially reasonable measures to protect the data from unauthorized access, loss, or disclosure. However, AnyRoad shall not be liable for any loss, corruption, or unauthorized access to the data, except to the extent caused by the AnyRoad’s willful misconduct or gross negligence.
- AnyRoad shall comply with applicable data protection laws and regulations regarding the collection, storage, and processing of the data.
- AnyRoad shall treat the data as confidential information and shall not disclose or share the data with any third party without the prior written consent of the Customer, except as required by applicable laws or regulations.
- AnyRoad may disclose the data to its employees, contractors, or service providers who have a need to access the data for the purposes of providing the Services, provided that such employees, contractors, or service providers are bound by obligations of confidentiality and data protection.
- The customer retains all ownership rights to its own data, excluding the data generated, collected, or processed through the Membership Program, which is owned by AnyRoad.
- The Customer shall have the right to access and retrieve its data from the SaaS platform in a reasonable and agreed-upon format, subject to any technical limitations or restrictions imposed by the SaaS.
- If any provision of this Section II is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.