Terms and Conditions

Terms and Conditions of Use

 

Please read these Terms of Use (the “Terms“) for third party previously-owned automobile inspection services and other related services offered by AutoReportCard, Inc. (“AutoReportCard“) through www.autoreportcard.com (the “Website“) and third party platforms and services approved by AutoReportCard (e.g., Facebook, Twitter, mobile devices, etc.) (“Third Party Sites“), and any software applications (each an “Application“) (the Website, Applications, and any access through Third Party Sites are, collectively, the “Services“), carefully before using the Services.

THESE TERMS CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND AUTOREPORTCARD, THE OWNER AND OPERATOR OF THE SERVICES. BY USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE — AND ARE NOT AUTHORIZED TO USE — ALL OR ANY PORTION OF THE SERVICES.

If you are using or opening an account on the Services, on behalf of a company, entity or organization (each a “Subscribing Entity”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms and (ii) agree to be bound by these Terms on behalf of such Subscribing Entity.

 

  1. General
    1. Consideration.You understand and agree that these Terms are entered into in consideration of your use of the Services and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
    2. Changes to these Terms. The Website and portions of the Services are owned and operated by AutoReportCardd. AutoReportCard reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Website or on or within the Service. Any revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. You should visit this page regularly to ensure your continued acceptance of these Terms. Your continued use of the Services after any revision to these Terms constitutes your binding acceptance of the revised Terms. Notwithstanding the preceding sentences of this Section 1.2, no revisions to these Terms will apply to any dispute between you and AutoReportCard that arose prior to the date of such revision.
    3. Evolving Nature of Services. The Services are new and subject to change at any time. We are continually looking to improve the Services but if you are at any time dissatisfied with the Services, then your sole remedy is to discontinue use of the Services. However, we do want to hear from our users so do not hesitate to send us an email at support@autoreportcard.com to let us know what you think.
  2. USE OF THE SERVICES
    1. AutoReportCard may provide the Services through the Website, Third Party Sites, other channels owned or operated by or on behalf of AutoReportCard, Applications, and any other media or channels now known or hereafter developed. The Services may occasionally require that you agree to additional terms and conditions in order to use the Services, including those of Third Party Sites. Any terms and conditions required by AutoReportCard for use of any portion of the Services offered by AutoReportCard (but not those of any Third Party Site) will, unless otherwise expressly stated in such terms, supersede these Terms in the event of a conflict only as to the services with respect to which those terms relate. Such additional terms and conditions (if any) (but not those of any Third Party Site), are hereby incorporated into and made a part of these Terms by reference. You may also be subject to the terms of use of any Third Party Sites and you are solely responsible for your acceptance of and compliance with such terms. You should review the terms of use and privacy policies of Third Party Sites before using such Third Party Sites.
    2. AutoReportCard grants you a limited license to access and make personal, transitory, use of the automobile inspection reports (“Reports”) available on the Services. Under this license, you may not: modify or copy the Reports, use the Reports for any commercial purpose other than to assist in the sale of an automobile, remove any copyright or other proprietary notations from the Reports, transfer the Reports to another person or “mirror” the materials on any other server, or otherwise use the Reports in violation of these Terms.
  3. CHILDREN
    1. The Services are not directed at persons under 18. By using the Services, you affirm that you are at least 18 years of age. If you are under the age of 18, you must not use or access the Services.
  4. SERVICE SECURITY
    1. You are prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege to use the Services, at AutoReportCard’s sole discretion. AutoReportCard reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Services.
  5. MATERIALS SUBMITTED TO THE SERVICES; LICENSE GRANT FROM YOU TO AUTOREPORTCARD
    1. User Content. This section governs any material that you upload or transmit to or through the Services including, without limitation, comments, messages, feedback, or any form of copyrighted material (collectively, “User Content“). You are solely responsible for all User Content you submit to or through the Services. You agree, represent, and warrant that any User Content you upload or transmit to or through the Services is truthful, accurate, not misleading, and offered in good faith, and that you have all rights, licenses, permissions, and authorizations necessary to upload or transmit the User Content to the Services and grant the rights to the User Content as set forth in these Terms. You must not upload or transmit any User Content to or through the Services where the rights have not been cleared for the use of such User Content on the Services.
    2. Retention of Your Intellectual Property Rights. BY UPLOADING OR OTHERWISE PROVIDING USER CONTENT TO THE SERVICES YOU ARE NOT SURRENDERING ANY INTELLECTUAL PROPERTY RIGHTS THAT YOU MAY HAVE IN YOUR USER CONTENT. RATHER, YOU ARE MERELY GRANTING AUTOREPORTCARD A LICENSE PURSUANT TO THE PROVISIONS OF THESE TERMS. YOU WILL CONTINUE TO OWN, TO THE EXTENT OF YOUR EXISTING RIGHTS, ALL OF YOUR USER CONTENT.
    3. License Grants. Except as expressly provided in AutoReportCard’s Privacy Policy at www.autoreportcard.com/privacy-policy, you hereby grant AutoReportCard an unrestricted, perpetual, assignable, sublicensable, irrevocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, make available, publicly perform (including by means of digital audio transmissions) on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use“) all User Content you upload to or through the Services, through any media and formats now known or hereafter developed, including through Third Party Sites and Applications; to advertise, market, and promote your User Content, AutoReportCard, and the Services; and to sublicense any User Content, in each of the foregoing instances, in AutoReportCard’s sole discretion. You further grant AutoReportCard a royalty-free license to Use your name, image, voice, likeness, and any photographs or artwork made available by or on your behalf through the Services in conjunction with advertising, marketing, or promoting your User Content, AutoReportCard or the Services.
    4. Waiver of Rights. By uploading User Content to the Services you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You further waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your use of the Services or any User Content (or any portions thereof) you provide on or through the Services. You expressly release AutoReportCard and all of its agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Use of your User Content.
    5. Requirement that You Be an Owner of or Fully Authorized to Grant the Rights To User Content. If you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to upload or transmit to or through the Services, then you must not upload the User Content to the Service.
    6. Representations and Warranties with Respect to User Content. By uploading or transmitting User Content to or through the Services, you hereby represent and warrant to AutoReportCard that (a) you have obtained all necessary rights, permissions, authorizations, licenses, and clearances to grant the licenses and rights set forth in these Terms with respect to such User Content and (b) the Use of such User Content in a manner consistent with these Terms will not (i) infringe the rights of any third party, including copyright, trademark, patent and other intellectual property rights or other protected rights, such as the rights of privacy or publicity, or (ii) require AutoReportCard or any Third Party Site on or through which the Services are made available to pay any fees of any kind to any third party.
  6. REGISTRATION
    1. Log In Credentials. In order to use the Services you will have to register for an account on the Services or log in using your Facebook or Gmail credentials. When registering you may be required to provide AutoReportCard with certain personal information, which may include your name, birth date, mailing and email addresses, and, in some cases, payment information. This information will be held and used in accordance with AutoReportCard’s Privacy Policy. You are responsible for maintaining the confidentiality of your log-in credentials in order to use the Services, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify AutoReportCard immediately of any unauthorized use of your log-in credentials or any other breach of security with respect to your account. AutoReportCard will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying AutoReportCard of such unauthorized use or loss of your credentials. You understand that on certain AutoReportCard websites or Third Party Sites your user name and profile picture will be publicly available and that search engines may index your name and profile photo.
    2. Accuracy of Information. You agree to provide true, accurate, current, and complete information about yourself as requested in any registration forms required by AutoReportCard. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. If messages sent to an email address provided by you are returned as undeliverable, AutoReportCard reserves the right to terminate your account immediately with or without notice to you and without any liability to you or any third party.
  7. Fees and Payment.
    1. No Refunds. All fees relating to the Services, including any fees charged for access to the Services and to Reports are final and nonrefundable.
    2. Method of Payment. You agree to pay for all products and services that you purchase through the Service and you agree that we may charge your selected payment method for any such payments. AutoReportCard accepts payments through payment methods detailed on the applicable payment screen, which may include various credit cards and PayPal. You may be asked to provide AutoReportCard with a credit card number from a card issuer that we accept in order to activate and/or pay for any fees related to the Service. AutoReportCard may seek pre-authorization of your credit card account prior to a purchase to verify the credit card is valid and/or has the necessary funds or credit available to cover your purchase. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement. Charges occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together. AutoReportCard does not accept payment forms other than those specified on the applicable payment screen.
    3. Taxes. You are responsible for paying any governmental taxes imposed on your use of the Services, including, but not limited to, sales, use or value-added taxes. To the extent AutoReportCard is obligated to collect such taxes, the applicable tax will be added to your billing account.
    4. Disputed Charges. YOU AGREE TO SUBMIT ANY DISPUTES REGARDING ANY CHARGE TO YOUR ACCOUNT IN WRITING TO AUTOREPORTCARD WITHIN THIRTY (30) DAYS OF SUCH CHARGE, OTHERWISE SUCH DISPUTE WILL BE WAIVED AND SUCH CHARGE WILL BE FINAL AND NOT SUBJECT TO CHALLENGE.
  8. OTHER PROHIBITED ACTIVITIES
    1. No Refunds. In using the Services, you agree not to:
      1. i. Upload or otherwise transmit to or through the Services any information or content that infringes any patent, trademark, trade secret, copyright or other rights of any party (including rights of privacy or publicity), including by incorporating any such material in User Content;
      2. ii. Upload or otherwise transmit to or through the Services any information that is unlawful, harmful, harassing, defamatory, libelous, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind or information that contains a link to such objectionable material;
      3. iii. Attempt to, or harass, abuse, or harm or advocate or incite harassment, abuse or harm of another person or group, including AutoReportCard employees;
      4. iv. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise);
      5. v. Create a false identify or impersonate another person or entity in any way;
      6. vi. Restrict, discourage or inhibit any person from using the Services, disclose personal information about a third person on the Services or obtained from the Services without the consent of such person or collect information about users of the Services;
      7. vii. Use the Service, without AutoReportCard’s express written consent, for any commercial purpose, including, communicating or facilitating any commercial advertisement or solicitation;
      8. viii. Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Services or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the authorized features of the Services, or by law, or otherwise attempt to use or access any portion of the Services other than as intended by AutoReportCard;
      9. ix. Gain unauthorized access to the Services, to other user’s accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services;
      10. x. Reproduce, distribute, publicly display, publicly perform, sell, trade, resell or exploit any portion of the Services, use of the Services, access to the Services or content obtained through the Services, for any purpose other than expressly permitted by these Terms, including, by way of example and not limitation, by doing or engaging in any of the following without AutoReportCard’s express written consent:
      11. xi. altering, defacing, mutilating or otherwise bypassing any approved software through which the Services are made available; and
      12. xii. using any trademarks, service marks, design marks, logos, photographs or other content belonging to AutoReportCard or obtained from the Services.
      13. xiii. Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or communications equipment and computers connected to the Services;
      14. xiv. Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any part of the Services or any content on the Services, or features that enforce limitations on the use of the Services or any content on the Services;
      15. xv. Use any scraper, spider, cheats, exploits, robots or other automated means of any kind to access, modify or interfere with the Services, or harvest or manipulate data, except and solely to the extent permitted by these Terms and the features of the Services, deep-link to any feature or content on the Services, bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Services;
      16. xvi. Interfere with or disrupt the Services, networks or servers connected to the Services or violate the regulations, policies or procedures of such networks or servers;
      17. Violate any applicable federal, state or local laws or regulations or these Terms; or
      18. Assist or permit any persons in engaging in any of the activities described above.
  9. DISCLAIMER OF CERTAIN MATERIALSYOU UNDERSTAND THAT WHEN USING THE SERVICES, YOU MAY BE EXPOSED TO CONTENT FROM A VARIETY OF SOURCES, AND THAT AUTOREPORTCARD IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH CONTENT. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO CONTENT THAT IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST AUTOREPORTCARD WITH RESPECT THERETO. UNDER NO CIRCUMSTANCES WILL AUTOREPORTCARD BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN SUCH CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, UPLOADED OR OTHERWISE DISPLAYED, PERFORMED OR TRANSMITTED VIA THE SERVICES. BY ACCESSING OR USING ANY CONTENT TRANSMITTED ON OR THROUGH THE SERVICES, YOU WAIVE ANY AND ALL CLAIMS AGAINST AUTOREPORTCARD THAT YOU MAY HAVE ARISING OUT OF OR RELATING TO SUCH CONTENT.
  10. INTELLECTUAL PROPERTY RIGHTS
    1. Generally. The content made available on or through the Services, including without limitation, any text, software, graphics, photos, sounds, music, videos and interactive features, but excluding User Content, may be protected by copyright or other intellectual property rights and owned by AutoReportCard or third party licensors of AutoReportCard. No material made available on or through the Services may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without written permission of the copyright owner. Modification of materials obtained from the Services, including, but not limited to, User Content, for any other purpose, including, without limitation, any commercial purpose, is a violation of the copyrights and other proprietary rights of AutoReportCard or its licensors, unless you have obtained express written authorization to the contrary. All design rights, databases and compilations and other intellectual property rights, in each case whether registered or unregistered, and related goodwill are proprietary to AutoReportCard.
    2. Trademarks. All trademarks, service marks, logos and trade names on the Services, whether registered or unregistered, are proprietary to AutoReportCard or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.
    3. No Implied Rights. There are no implied licenses granted in these Terms.
  11. LINKS TO THIRD PARTY SITES
    1. As you use the Services you may notice links to Third Party Sites. These links are for convenience only. If you use these links, you will leave the Services. Certain of these Third Party Sites may make use of AutoReportCard’s proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from AutoReportCard. AutoReportCard is not responsible for the availability or content of these Third Party Sites or for any viruses or other damaging elements encountered in linking to a Third Party Site, whether or not AutoReportCard is affiliated with the owners of such Third Party Sites. In addition, the provisioning of these links to Third Party Sites is not an endorsement or approval by AutoReportCard of the organizations sponsoring such Third Party Sites or their products or services. These Terms do not apply to Third Party Sites, and you should review applicable terms and policies, including any relevant privacy policies, associated with any Third Party Sites, applications, software or services.
    2. YOU AGREE THAT AUTOREPORTCARD WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS YOU MAY HAVE ON OR THROUGH A THIRD PARTY SITE OR AS THE RESULT OF THE PRESENCE OF ANY THIRD PARTY ADVERTISING ON THE SERVICES.
  12. INDEMNITYYou agree to indemnify, defend, and hold harmless AutoReportCard and its parent, subsidiaries, affiliates, investors, sublicensees or any related companies, licensors, suppliers, agents and contractors, including, but not limited to partner mechanics, and their respective directors, officers, employees, agents, representatives, contractors, and assigns , from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, attorney’s fees and court costs) arising from or in any way related to: (1) your use or misuse of the Services; (2) your User Content, including AutoReportCard’s Use of your User Content consistent with these Terms; (3) your breach or other violation of these Terms, including any representations, warranties and covenants herein; or (4) your violation of the rights of any other person or entity, including, but not limited to, claims that any User Content infringes or violates any third-party intellectual property rights or other proprietary rights. Notwithstanding the foregoing, AutoReportCard reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify AutoReportCard if AutoReportCard, in its reasonable discretion, concludes that you are not adequately protecting AutoReportCard’s interests or are incapable of protecting AutoReportCard’s interests, and you agree to cooperate with AutoReportCard’s defense of these claims. You agree not to settle any matter without the prior written consent from AutoReportCard. AutoReportCard will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  13. DISCLAIMERS
    1. THE SERVICES, ANY THIRD PARTY CONTENT, SOFTWARE OR APPLICATIONS AND REPORTS MADE AVAILABLE ON OR THROUGH OR IN RELATION TO THE SERVICES, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
    2. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AUTOREPORTCARD AND ITS AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS AND CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AUTOREPORTCARD AND ITS AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS AND CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS OR, AN EMPLOYEE OR REPRESENTATIVE OF SUCH ENTITIES, OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. AUTOREPORTCARD AND ITS AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS AND CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, DO NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF, OR ANY PRODUCTS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, REPORTS, OR ANY ASSOCIATED SITES OR APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
  14. LIMITATION OF LIABILITYIN NO EVENT WILL AUTOREPORTCARD OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS OR CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICES; (2) ANY PRODUCTS ADVERTISED, PROMOTED OR DISPLAYED ON THE SERVICES; (3) USE OF AND/OR RELIANCE ON THE REPORTS; AND (4) CONTENT (INCLUDING USER CONTENT) MADE AVAILABLE THROUGH THE SERVICES, IN EACH INSTANCE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF AUTOREPORTCARD OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS OR CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AUTOREPORTCARD OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS OR CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY YOU THAT EXCEED THE AMOUNT OF FEES YOU HAVE PAID AUTOREPORTCARD ATTRIBUTED TO THE ACTION GIVING RISE TO THE LIABILITY.
  15. LIMITATIONS; BASIS OF THE BARGAINAPPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND AUTOREPORTCARD, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND AUTOREPORTCARD’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT AUTOREPORTCARD WOULD NOT BE ABLE TO OFFER THE SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
  16. TERM AND TERMINATION
    1. Term. These Terms, as amended, will be effective commencing with your first use or registration of the Services and will remain in full force and effect throughout your use of the Services.
    2. Termination by AutoReportCard. AutoReportCard may terminate your use of the Services or any of our features or services at any time and for any reason, with or without notice, for conduct violating these Terms or upon AutoReportCard’s sole determination. You hereby agree to AutoReportCard’s broad right of termination. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefor. Upon AutoReportCard’s termination of your use of the Services, AutoReportCard may, but shall not be required to, delete any of your User Content available on or through the Services and terminate your access to your User Content if those materials remain on the Service, without any liability to you.
    3. Termination by You. You are free to terminate your use of the Services at any time. You can simply choose to stop visiting or using any aspect of the Services. If you wish to terminate your account on the Services, you may do so by sending an email to support@autoreportcard.com or using any other account termination functionality that may be offered through the Services.
  17. PRIVACYUse of the Services are governed by AutoReportCard’s Privacy Policy at www.autoreportcard.com/privacy-policy, which policy is hereby incorporated into these Terms by reference.
  18. JURISDICTIONAL ISSUESThe Site and the Services are controlled and operated by AutoReportCard from its offices within the State of California. AutoReportCard makes no representation that materials on the Services are appropriate or available for use in other locations. Those who choose to access or use the Services from other locations, including from outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Services from jurisdictions where the contents or practices of the Services are illegal, unauthorized or penalized is strictly prohibited.
  19. DISPUTE RESOLUTION
    1. Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against AutoReportCard must be resolved by a court located in Santa Clara County, California. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.
    2. Equitable Relief. You acknowledge that, in the event of a breach of these Terms by AutoReportCard or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against AutoReportCard and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms.
    3. Claims. You and AutoReportCard agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Services, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
  20. MISCELLANEOUS
    1. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of AutoReportCard to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
    2. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
    3. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AutoReportCard without restriction. Any assignment attempted to be made by you in violation of these Terms shall be void. These Terms will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.
    4. No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and AutoReportCard as a result of these Terms or use of the Services. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied or other relationship is created between you and AutoReportCard other than pursuant to these Terms.
    5. Survival. The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms, including, but not limited to, Sections Service Security, Materials Submitted to the Service; License Grant from You to AutoReportCard, Other Prohibited Activities, Disclaimer of Certain Materials, Intellectual Property Rights, Links to Third Party Sites, Indemnity, Disclaimers, Limitation of Liability, Limitations; Basis of the Bargain, Privacy, Dispute Resolution, and Miscellaneous.
    6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
    7. Entire Agreement. This is the entire agreement between you and AutoReportCard relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by AutoReportCard as authorized in these Terms.
    8. Disclosures. The services hereunder are offered by AutoReportCard, Inc. located at 555 Bryant Street, #816, Palo Alto, CA 94301. You may contact us by sending correspondence to the foregoing address or by emailing us at support@autoreportcard.com, or by calling (650) 434-3227. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.

 

Software License & Equipment Loan Agreement

 

This Software License & Equipment Loan Agreement (the “Agreement”) is made by and between AutoReportCard, Inc., located at 555 Bryant Street, #816, Palo Alto, CA 94301 (the “Licensor”) and you (either an individual or an entity) (the “Licensee”), is effective as of date Licensee accepts the terms of this Agreement (“Effective Date”) and sets forth the terms and conditions on which Licensor will (i) loan hardware owned by Licensor and (ii) license software to Licensee.

THE INSPECTION EQUIPMENT IS PROVIDED ONLY ON THE CONDITION THAT THE LICENSEE AGREES TO THE TERMS AND CONDITIONS IN THIS AGREEMENT BETWEEN LICENSOR AND LICENSEE. BY ACCEPTING THIS AGREEMENT OR BY USING THE HARDWARE OR SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.

IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT OR THE SERVICES, PLEASE CONTACT AUTOREPORTCARD, INC. VIA EMAIL AT SUPPORT@AUTOREPORTCARD.COM.

 

  1. LICENSOR OBLIGATIONS. Licensor agrees to (i) loan one Samsung 7″ Galaxy Tab(“Hardware”) to Licensee, (ii) license the AutoReportCard Inspection Softwareas installed on the Hardware to Licensee (“Software”) (together, the “Inspection Equipment”) and (iii) pay to Licensee the Revenue Share, as defined in Section 11, below.
  2. LICENSEE OBLIGATIONS. Licensee agrees to use the Inspection Equipment to (i) inspect previously-owned automobiles that are brought to Licensee (“Inspection”) upon (a) the presentation to Licensee of a previously-purchased inspection invoice that entitles the holder to an Inspection (“Inspection Invoice”) or (b) the purchase of an Inspection Invoice directly from Licensee and subsequent presentation of such Inspection Invoice to Licensee and (ii) deliver the results of such inspections (“Reports”) to Licensor within a reasonable time after receipt of such Inspection Invoice.
  3. HARDWARE LOAN.
    1. Licensor shall bear all shipping costs associated with the delivery and return of the Hardware, except that Licensee shall bear all such costs in the event of any breach of this Agreement by Licensee. When returning the Hardware, Licensee shall use a shipping method substantially similar to that used by Licensor to initially ship the Hardware to Licensee.
    2. Licensor shall retain title to the Hardware at all times, and Licensor shall keep the Hardware free of all security interests, liens and other encumbrances. Licensee shall affix to and maintain on the Hardware, in a conspicuous location, a notice stating that such Hardware is owned by Licensor and subject to loan.
    3. Use of the Hardware is restricted to the Licensee’s automotive technician employees who have been trained to use the Inspection Equipment. (“Authorized Users”). Licensee shall not, without Licensor’s prior written consent, permit anyone other than the Authorized Users to use the Inspection Equipment.
    4. Use of the Hardware is for the sole and express purpose of satisfying the obligations set forth in Section 2, above. Licensee and its Authorized Users are expressly prohibited from using the Hardware for any other purpose.
    5. No material or data may be loaded onto or stored on the Hardware except that which is directly related to Licensee’s obligations under Section 2, above. Licensee and its Authorized Users agree that it will not use the Hardware for any illegal purpose.
    6. Licensee and its Authorized Users will safeguard the Hardware, will not leave it unattended, will protect it from possible damage, and will not loan it to others.
    7. Hardware will be inspected upon return. If there has been any damage beyond normal wear and tear during the Term, as defined in Section 13, below, or if the Hardware is lost or stolen, Licensee will be liable for the cost to repair or replace it. The replacement of or repairs to the Hardware due to theft, loss, or damage will be assessed as necessary, and Licensee agrees to pay the cost of repairs or replacement within ten days of presentment of an invoice therefore.
    8. In the event of damage to the Hardware, Licensee shall promptly notify the Licensor. Licensee shall not undertake or arrange for the repair of the Hardware without the prior approval of the Licensor. Licensee shall not alter the Hardware or change the use for which it was intended without the prior written approval of Licensor. All alterations so approved shall become the property of Licensor.
  4. SOFTWARE LICENSE. With respect to the Software, Licensor retains ownership of all right, title and interest in all intellectual property rights pertaining to the Software. Licensor grants Licensee a personal, nonexclusive, non-transferable license without the right to grant sublicenses to run the Software in machine readable form only on the Hardware in which it is furnished hereunder, for the exclusive purpose of satisfying obligations set forth in Section 2, above (“Intended Use”). Licensee will strictly adhere to the Intended Use of the Software and will not, in particular, create derivatives of the Software, nor translate, adapt, arrange, or otherwise alter or perform error corrections, nor, disclose, sell, assign, rent, lend, sublicense, or otherwise transfer the Software, or any licenses granted hereunder. Licensee also agrees that it will not reverse engineer the Software (except to the extent that such restrictions are prohibited by applicable law).
  5. LICENSOR TRADEMARKS. All trademarks, service marks, logos and trade names (together, “Trademarks”) on the Hardware and in the Software, whether registered or unregistered, are proprietary to Licensor or to other companies where so indicated. Except as otherwise set forth in the Section 14, below, Licensee may not reproduce, download or otherwise use any such Trademarks without the prior written consent of the appropriate owner thereof.
  6. CONFIDENTIALITY
    1. Definition. ”Confidential Information” means the Inspection Equipment and all documents, work in progress, trade secrets, techniques, know-how, processes, ideas, concepts, discoveries, inventions, research and development, computer programs, software (in source or object code form), mechanical and electronic hardware, business plans, customer lists and other customer information or any other secret or confidential matters related to Licensor’s business or projects.
    2. Use and Disclosure. Licensee agrees not to use, disclose, distribute or disseminate Confidential Information except as expressly permitted under this Agreement. Licensee agrees to restrict access to such Confidential Information to only those employees who need such Confidential Information in order for Licensee to exercise its rights hereunder. Without limiting the foregoing, Licensee shall use at least the same procedures and degree of care that it uses to prevent the disclosure of its own most confidential information to prevent the disclosure of Confidential Information, but in no event less than reasonable care.
    3. Remedies.Licensee acknowledges that breach of the foregoing confidentiality obligation would cause irreparable harm to Licensor, the extent of which would be difficult to ascertain. Accordingly, Licensee agrees that Licensor may seek immediate injunctive relief in the event of a breach by Licensee or any of its employees of the provisions of this Section 6. In the event of such a breach, Licensor shall have the right to terminate this Agreement immediately upon notice without opportunity to cure. In addition, Licensee shall indemnify Licensor for all losses, damages, costs and expenses which Licensor may sustain or incur as a result of such a breach.
    4. Notification. Licensee agrees to notify Licensor promptly in the event of any breach of its security under conditions in which it would appear that the Confidential Information were prejudiced or exposed to loss. Licensee shall, upon request of Licensor, take all other reasonable steps necessary to recover any compromised trade secrets disclosed to or placed in the possession of Licensee by virtue of this Agreement. The cost of taking such steps shall be borne solely by Licensee.
  7. DISCLAIMERS.
    1. THE INSPECTION EQUIPMENT IS PROVIDED ON AN “AS IS”,”AS AVAILABLE,”WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE
    2. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LICENSOR AND ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, SUPPLIERS AND AGENTS, HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM LICENSOR AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND AGENTS OR, AN EMPLOYEE OR REPRESENTATIVE OF SUCH ENTITIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. LICENSOR AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND AGENTS DO NOT WARRANT THAT LICENSEE’S USE OF THE INSPECTION EQUIPMENT OR THE REPORTS CREATED THROUGH LICENSEE’S USE OF THE INSPECTION EQUIPMENT WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. LICENSEE UNDERSTANDS AND AGREES THAT IT USES THE INSPECTION EQUIPMENT AT LICENSEE’S OWN DISCRETION AND RISK AND THAT LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY (INCLUDING ITS COMPUTER SYSTEM USED IN CONNECTION WITH THE INSPECTION EQUIPMENT).
  8. LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, SUPPLIERS OR AGENTS, BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. IN NO EVENT WILL LICENSOR OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, SUPPLIERS OR AGENTS, BE LIABLE TO ANY PARTY FOR ANY DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OF OR INABILITY TO USE THE INSPECTION EQUIPMENT; (2) ANY REPORTS CREATED THROUGH LICENSEE’S USE OF THE INSPECTION EQUIPMENT; (3) ANY INACCURACIES IN THE INSPECTION REPORTS; AND (4) ANY USE OF AND/OR RELIANCE ON THE REPORTS BY THIRD PARTIES, IN EACH INSTANCE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF LICENSOR OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, SUPPLIERS OR AGENTS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, SUPPLIERS OR AGENTS, BE LIABLE TO LICENSEE FOR ANY DAMAGES INCURRED BY LICENSEE THAT EXCEED THE AMOUNT OF FEES LICENSEE HAS RECEIVED OVER THE SIX MONTH PERIOD PRIOR TO THE EVENT OUT OF WHICH THE CLAIM THAT DIRECTLY CAUSED SUCH LIABILITY AROSE.
  9. LIMITATIONS; BASIS OF THE BARGAIN. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE. IN SUCH CASES, LICENSEE AGREES THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN LICENSEE AND LICENSOR, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSEE AND LICENSOR, LICENSOR’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR WOULD NOT BE ABLE TO OFFER THE SERVICES TO LICENSEE ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
  10. INDEMNITY. Licensee agrees to indemnify, defend, and hold harmless Licensor and its parent, subsidiaries, affiliates, investors, sublicensees or any related companies, licensors, suppliers and agents, and their respective directors, officers, employees, agents, representatives, contractors, and assigns, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, attorney’s fees and court costs) arising from or in any way related to: (1) improper use of the Inspection Equipment; (2) any use of and/or reliance on the Licensee-created Reports; (3) any inaccuracies in the Licensee-created Reports; (4) failure to deliver Reports to Licensor within a reasonable time after accepting an Inspection Invoice; or (5) Licensee’s breach or other violation of the Agreement, including a breach of Licensee’s confidentiality obligations. Notwithstanding the foregoing, Licensor reserves the right, at Licensee’s expense, to assume the exclusive defense and control of any matter for which Licensee is required to indemnify Licensor if Licensor, in its reasonable discretion, concludes that Licensee is not adequately protecting Licensor’s interests or is incapable of protecting Licensor’s interests, and Licensee agrees to cooperate with Licensor’s defense of these claims. Licensee agrees not to settle any matter without the prior written consent from Licensor. Licensor will use reasonable efforts to notify Licensee of any such claim, action or proceeding upon becoming aware of it.
  11. PRICING AND PAYMENT.
    1. Pricing. Licensor shall have sole discretion with respect to the pricing for the Inspection Invoices and Licensor, in its sole discretion, retains the right to offer discounts, rebates, allowances or credits for Inspection Invoices.
    2. Revenue Share. Llicensee is entitled to a fixed amount per inspection for each Licensee-created Report (“Revenue Share”). The pricing for Inspection Invoices, including the price for inspections invoices purchased directly from Licensee (“Walk-in Price”), and the Revenue Share is set forth in the Revenue Share Schedule for a fixed period located at [TBD] or as otherwise agreed to between the parties and attached hereto as Exhibit A, and expressly incorporated herein. Licensee acknowledges and agrees that Licensor, in its sole discretion, may revise the Revenue Share Schedule on a quarterly basis.
    3. Payment.
      1. i. Reporting. Within thirty (30) days after the end of each calendar month Licensor agrees to provide Licensee with a statement (the “Statement”) containing (a) the total number of Licensee-created Reports for the previous month (“Qualifying Reports”); (b) the total number of Inspection Invoices attributable to the Qualifying Reports purchased directly through Licensor’s website (Website Reports); (c) the total number of Inspection Invoices attributable to the Qualifying Reports purchased directly through Licensee (“Licensee Reports”); (d) the total amount earned by Licensee for the Qualifying Reports which is equal to the product of the Revenue Share and the number of Qualifying Reports (“Total Fees Earned); and (e) the total amount due Licensee which is equal to the Total Fees Earned minus the product of the Walk-in Price and the Licensee Reports (“Amount Due”).
      2. ii. Payment. Licensor agrees to pay Licensee the Amount Due within 30 days after the end of each calendar month. In the event that the Amount Due is a negative amount, indicating Licensee owes Licensor, Licensee agrees to pay Licensor the respective amount owed within 30 days after receipt of the Revenue Schedule.
      3. Costs and Expenses.The parties agree that each will bear its own expenses incurred in connection with the performance of its obligations under this Agreement.
      4. Disputed Charges.LICENSEE AGREES TO SUBMIT ANY DISPUTES REGARDING ANY PAYMENT FROM LICENSOR IN WRITING TO LICENSOR WITHIN 30 DAYS OF SUCH PAYMENT, OTHERWISE SUCH DISPUTE WILL BE WAIVED AND SUCH PAYMENT WILL BE FINAL AND NOT SUBJECT TO CHALLENGE.
  12. PUBLICITY AND MARKETING.
    1. Licensor Marketing Materials. Licensor grants Licensee a limited, non-exclusive, revocable, non-assignable, non-transferable, not sublicenseable royalty-free license to display Licensor Trademarks and other marketing materials provided by or approved by Licensor (“Licensor Marketing Materials”) solely in connection with the exercise of Licensee’s rights under this Agreement, to identify the Inspection Equipment or to describe the services offered by Licensor on Licensee’s website or in Licensee’s promotional and marketing literature. In addition, any uses of the Licensor Marketing Materials are subject to the Marketing Guidelines attached to the Agreement as Exhibit B, and expressly incorporated herein.
    2. Licensee Marketing Materials. Licensee grants Licensor a limited, non-exclusive, revocable, non-assignable, non-transferable, not sublicenseable royalty-free license to display Licensee Trademarks and other marketing materials provided by or approved by Licensee (“Licensee Marketing Materials”) solely in connection with the exercise of Licensor’s rights under this Agreement and to identify Licensee as a partner mechanic of Licensor on Licensor’s website or in Licensor’s promotional and marketing literature.
    3. No Other Publicity or Marketing Rights Granted. Neither party may issue any press release with respect to this Agreement without each party’s prior written approval; such action may result in termination of this Agreement. Neither party shall in any manner misrepresent or embellish the relationship between Licensor and Licensee, or express or imply any relationship between Licensor and Licensee except as expressly permitted by this Agreement.
  13. TERM AND TERMINATION.
    1. Term.The Agreement will be effective as of the Effective Date and will terminate 12 months from the Effective Date. Thereafter the Agreement will automatically renew for successive 12 month periods unless either party provides the other with 14 days notice.
    2. Termination by Licensor.
    3. Licensor may terminate the Agreement (i) at any time, with or without notice, for conduct violating the Agreement or (ii) at any time upon notice without cause upon Licensor’s sole determination.
    4. Termination by Licensee.Licensee may terminate the Agreement at any time, if AutoReportCard breaches the Agreement and fails to cure such breach within 30 days of receiving notice of such breach from Licensee.
    5. Effect of Termination.Upon any expiration or termination of this Agreement, all rights and licenses granted to either Party under this Agreement shall immediately terminate. Licensee agrees that if this Agreement is terminated, Licensee will immediately cease using the Inspection Equipment and will return the Inspection Equipment to Licensor within 14 days of such termination.
  14. DISPUTE RESOLUTION.
    1. Choice of Law; Forum.The Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. Licensee agrees that any claim or dispute Licensee may have against Licensor must be resolved by a court located in Santa Clara County, California. Licensee agrees to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.
    2. Equitable Relief.Licensee acknowledges that, in the event of a breach of the Agreement by Licensor or any third party, the damage or harm, if any, caused to Licensee will not entitle Licensee to seek injunctive or other equitable relief against Licensor and Licensee’s only remedy shall be for monetary damages, subject to the limitations of liability set forth in the Agreement.
    3. Claims.Licensee and Licensor agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to the Agreement or the Inspection Equipment, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
  15. MISCELLANEOUS.
    1. Waiver. A provision of the Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Licensor to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.
    2. Severability. If any provision of the Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Agreement and shall not affect the validity and enforceability of any remaining provisions.
    3. Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Licensee, but may be assigned by Licensor without restriction. Any assignment attempted to be made by Licensee in violation of the Agreement shall be void. The Agreement will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.
    4. Independent Contractors. The parties are independent contractors. Nothing contained herein or done pursuant to this Agreement shall constitute either party the agent of the other party for any purpose or in any sense whatsoever, or constitute the parties as partners or joint ventures.
    5. Survival. The provisions of these Agreement that are intended to survive the termination of these Agreement by their nature will survive the termination of these Agreement, including, but not limited to, Sections 6 (Confidentiality), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Limitations; Basis of the Bargain), 10 (Indemnity), 14 (Dispute Resolution) and 15 (Miscellaneous).
    6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
    7. Entire Agreement. This is the entire agreement between Licensee and Licensor relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Agreement shall not be modified except in a writing, signed by both parties.
    8. Changes to this Agreement. AutoReportCard reserves the right to revise the Agreement in its sole discretion at any time and without prior notice to Licensee other than by posting the revised Agreement on Licensor’s website. Any revisions to the Agreement are effective upon posting. The Agreement will be identified as of the most recent date of revision. Licensee should visit Licensor’s website regularly to ensure its continued acceptance of the Agreement. Licensee’s continued use of the Inspection Equipment after any revision to the Agreement constitutes its binding acceptance of the revised Agreement. Notwithstanding the preceding sentences of this section, no revisions to the Agreement will apply to any dispute between Licensee and Licensor that arose prior to the date of such revision.
    9. Notice and Disclosures. Any notice required or permitted to be given under this Agreement shall be delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested, to the address of the other party first set forth above, or to such other address as a party may designate by written notice in accordance with this Section 15.h., (iii) by overnight courier, or (iv)by fax or email with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered.

 

Exhibit B

Licensor Marketing Guidelines

 

  1. Licensee may not change the proportion, color or font of Licensor’s Marketing Materials or any other materials provided by Licensor (together, the “IP”), or otherwise alter the IP in any manner.
  2. Licensee may not display the IP in any manner other than as set forth in the Agreement.
  3. Licensee may not use the IP to disparage Licensor, the Reports or the Inspection Equipment, or in a manner which, in Licensor’s reasonable judgment, may diminish or otherwise damage Licensor’s goodwill in the IP.
  4. Licensee may not display the IP on any website that contains or displays adult content or a site that promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age.
  5. The IP must appear by itself, with reasonable spacing (at least the height of the IP) between each side of the IP and other graphic or textual elements.

 

Enterprise License Agreement

 

  1. THE SERVICES ARE PROVIDED ONLY ON THE CONDITION THAT THE CUSTOMER AGREES TO THE TERMS AND CONDITIONS IN THIS ENTERPRISE LICENSE AGREEMENT (“AGREEMENT”) BETWEEN CUSTOMER AND AUTOREPORTCARD, INC. BY ACCEPTING THIS AGREEMENT OR BY USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.
    IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT OR THE SERVICES, PLEASE CONTACT AUTOREPORTCARD, INC. VIA EMAIL AT SUPPORT@AUTOREPORTCARD.COM.
  2. DEFINITIONS.
    1. “Account” means a web-based portal provided by AutoReportCard that is used by Customer to manage its Account information (e.g., name, address, email address, billing information), place orders for Reports, view Reports, and utilize other features of the Services.
    2. “Agreement” means this Enterprise License Agreement.
    3. “AutoReportCard” means AutoReportCard, Inc., located at 555 Bryant Street, #816, Palo Alto, CA 94301.
    4. “Customer” means the company, jointly owned subsidiaries and their parent company, or other legal entity that has registered for an Account and agrees to be bound by the terms of this Agreement.
    5. “Effective Date”means the date on which Customer first registers for an Account with AutoReportCard and accepts the terms of this Agreement.
    6. “Fees”means the agreed upon fees set forth in the Standard Rate Schedule or Negotiated Rate Schedule, whichever is applicable.
    7. “Marketing Guidelines” means the AutoReportCard marketing guidelines attached hereto as Exhibit B and expressly incorporated herein.
    8. “Negotiated Rate Schedule” means the rate schedule agreed to by the parties and attached hereto as Exhibit A and expressly incorporated herein.
    9. “Reports” means the third party previously-owned automobile inspection reports.
    10. “Services” means the Reports and related services provided by AutoReportCard.
    11. “Standard Rate Schedule”means the rate schedule located.
    12. “Website” means the AutoReportCard website located at http://www.autoreportcard.com.
  3. SERVICES. AutoReportCard agrees to license to Customer the Services pursuant to the terms of this Agreement.
  4. CHANGES TO THIS AGREEMENT.AutoReportCard reserves the right to revise the Agreement in its sole discretion at any time and without prior notice to Customer other than by posting the revised Agreement on the Website. Any revisions to the Agreement are effective upon posting. The Enterprise Agreement will be identified as of the most recent date of revision. Customer should visit the Site regularly to ensure its continued acceptance of the Agreement. Customer’s continued use of the Services after any revision to the Agreement constitutes its binding acceptance of the revised Agreement. Notwithstanding the preceding sentences of this Section 2, no revisions to the Agreement will apply to any dispute between Customer and AutoReportCard that arose prior to the date of such revision.
  5. USE OF THE SERVICES.
    1. AutoReportCard may provide the Services through the Website, third party websites (“Third Party Sites”), other channels owned or operated by or on behalf of AutoReportCard, software applications, and any other media or channels now known or hereafter developed. The Services may occasionally require that Customer agree to additional terms and conditions in order to use the Services, including those of Third Party Sites. Any terms and conditions required by AutoReportCard for use of any portion of the Services offered by AutoReportCard (but not those of any Third Party Site) will, unless otherwise expressly stated in such terms, supersede the Agreement in the event of a conflict only as to the services with respect to which those terms relate. Such additional terms and conditions (if any) (but not those of any Third Party Site), are hereby incorporated into and made a part of the Agreement by reference. Customer may also be subject to the terms of use of any Third Party Sites and Customer is solely responsible for its acceptance of and compliance with such terms. Customer should review the terms of use and privacy policies of Third Party Sites before using such Third Party Sites.
    2. AutoReportCard grants Customer a limited license to access and make transitory, use of the Reports available on the Services. Under this license, Customer may not: modify or copy the Reports, use the Reports for any commercial purpose other than to assist in the sale of an automobile, remove any copyright or other proprietary notations from the Reports, transfer the Reports to another person or entity or “mirror” the materials on any other server, or otherwise use the Reports in violation of these Agreement.
  6. SERVICE SECURITY.Customer is prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against Customer, as well as the termination of the Agreement, at AutoReportCard’s sole discretion. AutoReportCard reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of Customer’s activities on or related to the Services.
  7. MATERIALS SUBMITTED TO THE SERVICES; LICENSE GRANT FROM CUSTOMER TO AUTOREPORTCARD.Customer is prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against Customer, as well as the termination of the Agreement, at AutoReportCard’s sole discretion. AutoReportCard reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of Customer’s activities on or related to the Services.
    1. Customer Content.This section governs any material that Customer uploads or transmits to or through the Services including, without limitation, comments, messages, feedback, or any form of copyrighted material (collectively, “Customer Content”). Customers are solely responsible for all Customer Content Customer submits to or through the Services. Customer agrees, represents, and warrants that any Customer Content uploaded or transmitted to or through the Services is truthful, accurate, not misleading, and offered in good faith, and that Customer has all rights, licenses, permissions, and authorizations necessary to upload or transmit the Customer Content to the Services and grant the rights to the Customer Content as set forth in these Agreement. Customer must not upload or transmit any Customer Content to or through the Services where the rights have not been cleared for the use of such Customer Content on the Services.
    2. Retention of Your Intellectual Property Rights.BY UPLOADING OR OTHERWISE PROVIDING CUSTOMER CONTENT TO THE SERVICES CUSTOMER IS NOT SURRENDERING ANY INTELLECTUAL PROPERTY RIGHTS THAT CUSTOMER MAY HAVE IN CUSTOMER USER CONTENT. RATHER, CUSTOMER IS MERELY GRANTING AUTOREPORTCARD A LICENSE PURSUANT TO THE PROVISIONS OF THESE TERMS. CUSTOMER WILL CONTINUE TO OWN, TO THE EXTENT OF CUSTOMER’S EXISTING RIGHTS, ALL OF YOUR CUSTOMER CONTENT.
    3. License Grants.Customer hereby grants AutoReportCard an unrestricted, perpetual, assignable, sublicensable, irrevocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, make available, publicly perform (including by means of digital audio transmissions) on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) all Customer Content uploaded to or through the Services, through any media and formats now known or hereafter developed, including through Third Party Sites and Applications; to advertise, market, and promote your Customer Content, AutoReportCard, and the Services; and to sublicense any Customer Content, in each of the foregoing instances, in AutoReportCard’s sole discretion. Customer further grants AutoReportCard a royalty-free license to Use Customer’s name, image, trademarks, tradenames, and any photographs or artwork made available by or on Customer’s behalf through the Services in conjunction with advertising, marketing, or promoting your Customer Content, AutoReportCard or the Services.
    4. Waiver of Rights.By uploading Customer Content to the Services, Customer waives any rights to prior inspection or approval of any marketing or promotional materials related to such Customer Content. Customer further waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with Customer’s use of the Services or any Customer Content (or any portions thereof) Customer provides on or through the Services. Customer expressly releases AutoReportCard and all of its agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Use of Customer Content.
    5. Requirement that Customer Be an Owner of or Fully Authorized to Grant the Rights To Customer Content. If Customer is not the copyright owner of or is not fully authorized to grant rights in all of the elements of the Customer Content Customer intends to upload or transmit to or through the Services,then Customer must not upload the Customer Content to the Service.
    6. Representations and Warranties with Respect to Customer Content.By uploading or transmitting Customer Content to or through the Services, Customer hereby represents and warrants to AutoReportCard that (a) Customer have obtained all necessary rights, permissions, authorizations, licenses, and clearances to grant the licenses and rights set forth in these Agreement with respect to such Customer Content and (b) the Use of such Customer Content in a manner consistent with these Agreement will not (i) infringe the rights of any third party, including copyright, trademark, patent and other intellectual property rights or other protected rights, such as the rights of privacy or publicity, or (ii) require AutoReportCard or any Third Party Site on or through which the Services are made available to pay any fees of any kind to any third party.
  8. REGISTRATION.
    1. Log In Credentials. In order to use the Services, Customer will have to register for an Account on the Services. Customer is responsible for maintaining the confidentiality of its log-in credentials in order to use the Services, and is fully responsible for all activities that occur through the use of its credentials. Customer agrees to notify AutoReportCard immediately of any unauthorized use of its log-in credentials or any other breach of security with respect to its account. AutoReportCard will not be liable for any loss or damage arising from unauthorized use of Customer’s credentials prior to Customer notifying AutoReportCard of such unauthorized use or loss of Customer’s credentials. Customer understands that on certain AutoReportCard websites or Third Party Sites its name and profile picture will be publicly available.
    2. Accuracy of Information. Customer agrees to provide true, accurate, current, and complete information in any registration forms required by AutoReportCard. Customer also agrees to update the information promptly, and as necessary, to keep it current and accurate. If messages sent to an email address provided by Customer are returned as undeliverable, AutoReportCard reserves the right to terminate Customer’s account immediately with or without notice to Customer and without any liability to Customer or any third party.
  9. FEES AND PAYMENT. Customer is prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against Customer, as well as the termination of the Agreement, at AutoReportCard’s sole discretion. AutoReportCard reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of Customer’s activities on or related to the Services.
  10. OTHER PROHIBITED ACTIVITIES. In using the Services, Customer agrees not to:
    1. Upload or otherwise transmit to or through the Services any information or content that infringes any patent, trademark, trade secret, copyright or other rights of any party (including rights of privacy or publicity), including by incorporating any such material in Customer Content;
    2. Upload or otherwise transmit to or through the Services any information that is unlawful, harmful, harassing, defamatory, libelous, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind or information that contains a link to such objectionable material;
    3. Attempt to, or harass, abuse, or harm or advocate or incite harassment, abuse or harm of another person or group, including AutoReportCard employees;
    4. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise);
    5. Create a false identify or impersonate another person or entity in any way;
    6. Restrict, discourage or inhibit any person from using the Services, disclose personal information about a third person on the Services or obtained from the Services without the consent of such person or collect information about users of the Services;
    7. Use the Service, without AutoReportCard’s express written consent, for any commercial purpose other than the sale of an automobile inspected by an AutoReportCard affiliated mechanic, including, communicating or facilitating any commercial advertisement or solicitation;
    8. Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Services or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Agreement, the authorized features of the Services, or by law, or otherwise attempt to use or access any portion of the Services other than as intended by AutoReportCard;
    9. Gain unauthorized access to the Services, to other user’s accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services;
    10. Reproduce, distribute, publicly display, publicly perform, sell, trade, resell or exploit any portion of the Services, use of the Services, access to the Services or content obtained through the Services, including the Reports, for any purpose other than as expressly permitted by these Agreement, including, by way of example and not limitation, by doing or engaging in any of the following without AutoReportCard’s express written consent:
      1. i. altering, defacing, mutilating or otherwise bypassing any approved software through which the Services are made available; and
      2. ii. using any trademarks, service marks, design marks, logos, photographs or other content belonging to AutoReportCard or obtained from the Services.
      3. iii. Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or communications equipment and computers connected to the Services;
      4. Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any part of the Services or any content on the Services, or features that enforce limitations on the use of the Services or any content on the Services;
      5. Use any scraper, spider, cheats, exploits, robots or other automated means of any kind to access, modify or interfere with the Services, or harvest or manipulate data, except and solely to the extent permitted by these Agreement and the features of the Services, deep-link to any feature or content on the Services, bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Services;
      6. Interfere with or disrupt the Services, networks or servers connected to the Services or violate the regulations, policies or procedures of such networks or servers;
      7. Violate any applicable federal, state or local laws or regulations or these Agreement; or
      8. Assist or permit any persons in engaging in any of the activities described above.
  11. DISCLAIMER OF CERTAIN MATERIALS. CUSTOMER UNDERSTANDS THAT WHEN USING THE SERVICES, IT MAY BE EXPOSED TO CONTENT FROM A VARIETY OF SOURCES, AND THAT AUTOREPORTCARD IS NOT RESPONSIBLE FOR THE ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH CONTENT. CUSTOMER FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT IT MAY BE EXPOSED TO CONTENT THAT IS INACCURATE, OFFENSIVE, INDECENT, OR OBJECTIONABLE, AND IT AGREES TO WAIVE, AND HEREBY DOES WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES IT HAVE OR MAY HAVE AGAINST AUTOREPORTCARD WITH RESPECT THERETO. UNDER NO CIRCUMSTANCES WILL AUTOREPORTCARD BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN SUCH CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, UPLOADED OR OTHERWISE DISPLAYED, PERFORMED OR TRANSMITTED VIA THE SERVICES. BY ACCESSING OR USING ANY CONTENT TRANSMITTED ON OR THROUGH THE SERVICES, CUSTOMER WAIVES ANY AND ALL CLAIMS AGAINST AUTOREPORTCARD THAT IT MAY HAVE ARISING OUT OF OR RELATING TO SUCH CONTENT.
  12. INTELLECTUAL PROPERTY RIGHTS. Customer is prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against Customer, as well as the termination of the Agreement, at AutoReportCard’s sole discretion. AutoReportCard reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of Customer’s activities on or related to the Services.
    1. Generally. In order to use the Services, Customer will have to register for an Account on the Services. Customer is responsible for maintaining the confidentiality of its log-in credentials in order to use the Services, and is fully responsible for all activities that occur through the use of its credentials. Customer agrees to notify AutoReportCard immediately of any unauthorized use of its log-in credentials or any other breach of security with respect to its account. AutoReportCard will not be liable for any loss or damage arising from unauthorized use of Customer’s credentials prior to Customer notifying AutoReportCard of such unauthorized use or loss of Customer’s credentials. Customer understands that on certain AutoReportCard websites or Third Party Sites its name and profile picture will be publicly available.
    2. Trademarks. All trademarks, service marks, logos and trade names on the Services, whether registered or unregistered, are proprietary to AutoReportCard or to other companies where so indicated. Except as otherwise set forth in the Agreement, Customer may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.
    3. No Implied Rights. There are no implied licenses granted in the Agreement.
  13. PUBLICITY AND MARKETING
    1. License from AutoReportCard to Customer.AutoReportCard grants Customer a limited, non-exclusive, revocable, non-assignable, non-transferable, not sublicenseable royalty-free license to display AutoReportCard trademarks, the AutoReportCard name and other marketing materials provided by or approved by AutoReportCard (“AutoReportCard Marketing Materials”) solely in connection with the exercise of Customer’s rights under this Agreement, to identify the Services or to describe the Services on Customer’s website or in Customer’s promotional and marketing literature. In addition, any uses of the AutoReportCard Marketing Materials are subject to the Marketing Guidelines attached to the Agreement as Exhibit B, and expressly incorporated herein.
    2. License from Customer to AutoReportCard.Customer grants AutoReportCard a limited, non-exclusive, revocable, non-assignable, non-transferable, not sublicenseable royalty-free license to display Customer trademarks, the Customer name and other marketing materials provided by or approved by Customer (“Customer Marketing Materials”) solely in connection with the exercise of AutoReportCard’s rights under this Agreement and to identify Customer as a customer of AutoReportCard on the Website or in AutoReportCard’s promotional and marketing literature.
    3. No Other Publicity or Marketing Rights Granted.Neither party may issue any press release with respect to this Agreement without each party’s prior written approval; such action may result in your termination from the Program. Neither party shall in any manner misrepresent or embellish the relationship between AutoReportCard and Customer, or express or imply any relationship between AutoReportCard and Customer except as expressly permitted by this Agreement.
  14. LINKS TO THIRD PARTY SITES.
    1. As Customer uses the Services, Customer may notice links to Third Party Sites. These links are for convenience only. If Customer uses these links, Customer will leave the Services. Certain of these Third Party Sites may make use of AutoReportCard’s proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from AutoReportCard. AutoReportCard is not responsible for the availability or content of these Third Party Sites or for any viruses or other damaging elements encountered in linking to a Third Party Site, whether or not AutoReportCard is affiliated with the owners of such Third Party Sites. In addition, the provisioning of these links to Third Party Sites is not an endorsement or approval by AutoReportCard of the organizations sponsoring such Third Party Sites or their products or services. The Agreement does not apply to Third Party Sites, and Customer should review applicable terms and policies, including any relevant privacy policies, associated with any Third Party Sites, applications, software or services.
    2. CUSTOMER AGREES THAT AUTOREPORTCARD WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS CUSTOMER MAY HAVE ON OR THROUGH A THIRD PARTY SITE.
  15. INDEMNITY. Customer agrees to indemnify, defend, and hold harmless AutoReportCard and its parent, subsidiaries, affiliates, investors, sublicensees or any related companies, licensors, suppliers, agents and contractors, including, but not limited to partner mechanics, and their respective directors, officers, employees, agents, representatives, contractors, and assigns, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, attorneys’ fees and court costs) arising from or in any way related to: (1) Customer’s use or misuse of the Services, including, but not limited to, the Reports; (2) Customer Content, including AutoReportCard’s Use of Customer’s Content consistent with these Agreement; (3) Customer’s breach or other violation of these Agreement, including any representations, warranties and covenants herein; or (4) Customer’s violation of the rights of any other person or entity, including, but not limited to, claims that any Customer Content infringes or violates any third-party intellectual property rights or other proprietary rights. Notwithstanding the foregoing, AutoReportCard reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify AutoReportCard if AutoReportCard, in its reasonable discretion, concludes that Customer is not adequately protecting AutoReportCard’s interests or is incapable of protecting AutoReportCard’s interests, and Customer agrees to cooperate with AutoReportCard’s defense of these claims. Customer agrees not to settle any matter without the prior written consent from AutoReportCard. AutoReportCard will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.
  16. DISCLAIMERS.
    1. THE SERVICES, INCLUDING ANY SOFTWARE OR APPLICATIONS AND REPORTS, AND THIRD PARTY CONTENT MADE AVAILABLE ON OR THROUGH OR IN RELATION TO THE SERVICES, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
    2. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AUTOREPORTCARD AND ITS AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS AND CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM AUTOREPORTCARD AND ITS AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS AND CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS OR, AN EMPLOYEE OR REPRESENTATIVE OF SUCH ENTITIES, OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. AUTOREPORTCARD AND ITS AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS AND CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, DO NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF, OR ANY PRODUCTS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT IT USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, REPORTS, OR ANY ASSOCIATED SITES OR APPLICATIONS AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
  17. LIMITATION OF LIABILITY. IN NO EVENT WILL AUTOREPORTCARD OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS OR CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICES; (2) ANY PRODUCTS ADVERTISED, PROMOTED OR DISPLAYED ON THE SERVICES; (3) USE OF AND/OR RELIANCE ON THE REPORTS; AND (4) CONTENT (INCLUDING CUSTOEMR CONTENT) MADE AVAILABLE THROUGH THE SERVICES, IN EACH INSTANCE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF AUTOREPORTCARD OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS OR CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AUTOREPORTCARD OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, LICENSORS, SUPPLIERS, AGENTS OR CONTRACTORS, INCLUDING, BUT NOT LIMITED TO, PARTNER MECHANICS, BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY CUSTOMER THAT EXCEED THE AMOUNT OF FEES YOU HAVE PAID AUTOREPORTCARD ATTRIBUTED TO THE ACTION GIVING RISE TO THE LIABILITY.
  18. LIMITATIONS; BASIS OF THE BARGAIN. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER. IN SUCH CASES, CUSTOMER AGREES THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN CUSTOMER AND AUTOREPORTCARD, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND AUTOREPORTCARD AND AUTOREPORTCARD’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER UNDERSTANDS AND AGREES THAT AUTOREPORTCARD WOULD NOT BE ABLE TO OFFER THE SERVICES TO CUSTOMER ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
  19. TERM AND TERMINATION.
    1. Term. In order to use the Services, Customer will have to register for an Account on the Services. Customer is responsible for maintaining the confidentiality of its log-in credentials in order to use the Services, and is fully responsible for all activities that occur through the use of its credentials. Customer agrees to notify AutoReportCard immediately of any unauthorized use of its log-in credentials or any other breach of security with respect to its account. AutoReportCard will not be liable for any loss or damage arising from unauthorized use of Customer’s credentials prior to Customer notifying AutoReportCard of such unauthorized use or loss of Customer’s credentials. Customer understands that on certain AutoReportCard websites or Third Party Sites its name and profile picture will be publicly available.
    2. Termination by AutoReportCard. AutoReportCard may terminate the Agreement (i) at any time, with or without notice, for conduct violating the Agreement or (ii) at any time with 30 days notice without cause upon AutoReportCard’s sole determination. Customer hereby agrees to AutoReportCard’s broad right of termination. Customer agrees that if its use of the Services is terminated pursuant to the Agreement, Customer will not attempt to use the Services under any name, real or assumed, and further agrees that if Customer violates this restriction after being terminated, Customer will indemnify and hold AutoReportCard harmless from any and all liability that AutoReportCard may incur therefor. Upon AutoReportCard’s termination of Customer’s use of the Services, AutoReportCard may, but shall not be required to, delete any Customer Content available on or through the Services and terminate Customer’s access to Customer Content if those materials remain on the Services, without any liability to Customer.
    3. Termination by Customer.Customer may terminate the Agreement at any time, if AutoReportCard breaches the Agreement and fails to cure such breach within 30 days of receiving notice of such breach from Customer.
  20. PRIVACY. Use of the Services is governed by AutoReportCard’s Privacy Policy at www.autoreportcard.com/privacy-policy, which policy is hereby incorporated into the Agreement by reference.
  21. JURISDICTIONAL ISSUES. The Website and the Services are controlled and operated by AutoReportCard from its offices within the State of California. AutoReportCard makes no representation that materials on the Services are appropriate or available for use in other locations. Those who choose to access or use the Services from other locations, including from outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Services from jurisdictions where the contents or practices of the Services are illegal, unauthorized or penalized is strictly prohibited.
  22. DISPUTE RESOLUTION.
    1. Choice of Law; Forum. These Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. Customer agrees that any claim or dispute Customer may have against AutoReportCard must be resolved by a court located in Santa Clara County, California. Customer agrees to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.
    2. Equitable Relief. Customer acknowledges that, in the event of a breach of these Agreement by AutoReportCard or any third party, the damage or harm, if any, caused to Customer will not entitle Customer to seek injunctive or other equitable relief against AutoReportCard and Customer’s only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Agreement.
    3. Claims. Customer and AutoReportCard agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Agreement or the Services, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
  23. MISCELLANEOUS.
    1. Waiver.A provision of the Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of AutoReportCard to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision.
    2. Severability.If any provision of the Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Agreement and shall not affect the validity and enforceability of any remaining provisions.
    3. Assignment.These Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer, but may be assigned by AutoReportCard without restriction. Any assignment attempted to be made by Customer in violation of these Agreement shall be void. The Agreement will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.
    4. No Agency.Customer agrees that no joint venture, partnership, employment, or agency relationship exists between Customer and AutoReportCard as a result of these Agreement or use of the Services. Customer further acknowledges that by submitting Customer Content, no confidential, fiduciary, contractually implied or other relationship is created between Customer and AutoReportCard other than pursuant to these Agreement.
    5. Survival.The provisions of these Agreement that are intended to survive the termination of these Agreement by their nature will survive the termination of these Agreement, including, but not limited to, Sections 5 (Service Security), 6 (Materials Submitted to the Service; License Grant from Customer to AutoReportCard), 9 (Other Prohibited Activities), 10 (Disclaimer of Certain Materials), 11 (Intellectual Property Rights), 13 (Links to Third Party Sites), 14 (Indemnity), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Limitations; Basis of the Bargain), 19 (Privacy), 21 (Dispute Resolution), and 22 (Miscellaneous).
    6. Headings.The heading references herein are for convenience purposes only, do not constitute a part of these Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
    7. Entire Agreement.This is the entire agreement between Customer and AutoReportCard relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Agreement shall not be modified except in a writing, signed by both parties, or by a change to these Agreement made by AutoReportCard as authorized in these Agreement.
    8. Notice and Disclosures.The services hereunder are offered by AutoReportCard, Inc. located at 555 Bryant Street, #816, Palo Alto, CA 94301. Customer may contact and provide notice as required by the Agreement to AutoReportCard by sending correspondence to the foregoing address or by emailing us at support@autoreportcard.com. AutoReportCard will provide notice as required by the Agreement to Customer at the email address associated with Customer’s Account.

 

Exhibit B

AutoReportCard, Inc. Marketing Guidelines

 

  1. Customer may not change the proportion, color or font of the AutoReportCard’s Marketing Materials or any other materials provided by AutoReportCard (together, the “IP”), or otherwise alter the IP in any manner.
  2. Customer may not display the IP in any manner other than as set forth in the Agreement.
  3. Customer may not use the IP to disparage AutoReportCard, the Reports or the Services, or in a manner which, in AutoReportCard’s reasonable judgment, may diminish or otherwise damage AutoReportCard’s goodwill in the IP.
  4. Customer may not display the IP on any website that it contains or displays adult content or a site that promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age.
  5. The IP must appear by itself, with reasonable spacing (at least the height of the IP) between each side of the IP and other graphic or textual elements.