This End User Agreement (“Agreement”) is a legal agreement between you (either as an individual or an authorized representative of an entity; hereinafter referred to as “End User”) and Auto-Vehicle Parts, LLC, a Delaware limited liability company (“Company”) for the Company’s web-based FasTrack software platform, which includes computer software and any associated websites, media, and electronic documentation (collectively, the “Product”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT ACCESS OR USE THE PRODUCT. The terms and conditions of this Agreement may, from time to time, be amended by Company in its sole and absolute discretion. To the extent that Company makes any changes to the terms and conditions of this Agreement, it notify you prior to such change taking effect (posting updates to the Product portal shall be deemed effective notice). YOUR CONTINUED USE OF THE PRODUCT AND/OR UPDATES AFTER THE PROVISION OF NOTICE OF CHANGES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE YOUR ACCEPTANCE OF SUCH CHANGES.
Subject to the terms set forth in this Agreement, and continued payment of fees invoiced by the Company, Company hereby grants to End User a non-transferable, non-delegable subscription to access and use the Product, solely for End User’s non-commercial use in connection with determining parts required for auto vehicle repair and the submission of reports related to the same to insurance companies.
End User shall not directly or indirectly: (a) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Product or any part thereof; (b) combine the Product or any part thereof with, or incorporate the Product or any part thereof in, any other programs; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Product or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices related to the Product; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product to any third party for any reason; (f) use the Product in violation of any law, regulation, or rule; or (g) use the Product for purposes of competitive analysis of the Product, the development of a competing products or services, or any other purpose that is to the Company’s commercial disadvantage
Maintenance and support services may include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, “Updates”) as Company makes generally available to all End Users of the Product. Company may develop and provide Updates in its sole discretion, and End User agrees that Company has no obligation to develop a ny Updates at all or for particular issues. End User further agrees that all Updates will be deemed part of the Product, subject to all terms and conditions of this Agreement. Maintenance and support services do not include any new version or new release of the Product that Company may issue as a separate or new product, and Company may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion. Company has no obligation to provide maintenance and support services, including Updates if End User is in breach of this Agreement.
AUVECO WILL NOT GIVE, SELL OR OTHERWISE TRANSFER E-MAIL ADDRESSES MAINTAINED BY THIS SITE TO ANY OTHER THIRD PARTY FOR THE PURPOSE OF INITIATING, OR ENABLING OTHERS TO INITIATE, ELECTRONIC MAIL MESSAGE IN VIOLATION OF TITLE 15, CHAPTER 103 OF THE UNITED STATES CODE.
(a) End User acknowledges and agrees that, in order for the End User to fully utilize certain portions of the Product, End User must input data into the Product via the Company’s website (“Customer Data”). By doing so, End User is not relinquishing any of its ownership or rights in and to such Customer Data. However, End User hereby grants to Company, and Company hereby accepts, a non-exclusive, sublicensable, perpetual, worldwide license to use, host, reproduce, store and otherwise distribute the Customer Data in any and all ways necessary for Company to provide to End User the Product and for all other legitimate business purposes of Company related to the Product. End User, not Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of all Customer Data, and Company shall not be responsible or liable for the deletion, correction, inaccuracy, destruction, damage, loss or failure to store any Customer Data. End User acknowledges and agrees that Company is not responsible for examining or evaluating and makes no guarantees regarding the accuracy, completeness, timeliness, validity, legality, decency, quality or any other aspect of the Customer Data, and Company shall have no liability to End User or any third party for its use of or reliance on the Customer Data. Company reserves the right to remove and/or discard Customer Data without notice. Unless the parties specifically agree otherwise, Company will have no obligation to maintain any Customer Data upon termination of this Agreement.
(b) Company may disclose information about any End User in response to subpoenas, investigative requests (with or without subpoena) and other legal process; to uphold Company’s legal rights; and to defend against legal claims. End User is prohibited from posting or transmitting to or from the Product any unlawful, threatening, libelous, defamatory, obscene, profane or other material that could give rise to any civil or criminal liability under the law. Any material, information or idea you transmit or post on the Product by any means will be treated as non-confidential and non-proprietary.
Notwithstanding anything to the contrary in this Agreement, End User acknowledges and agrees that Company may monitor End User’s use of the Product and collect, compile and utilize data related thereto, including information and data that has been input into the Product; provided that such data is aggregated with other customer data and anonymized such that neither End User’s nor any of End User’s affiliated facilities, representatives, customers, or partners can be identified, connected, or otherwise associated with such information or data (“Aggregated Data”). All right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Company. Company may utilize Aggregated Data to develop Company’s processes, methodologies, and technologies, to analyze and create reports, to further enhance Company’s proprietary database of information, and for any other internal business purposes. End User represents that its consent to Company’s use of the information input into the Product does not violate the rights of any third party and complies with all applicable laws.
(a) End User acknowledges and agrees that the Product is provided via subscription and is not sold to End User. End User does not acquire any ownership interest in the Product under this Agreement, or any other rights thereto, other than to use the same in accordance with and subject to all terms, conditions, and restrictions under this Agreement. Company reserves and shall retain its entire right, title, and interest in and to the Product and all intellectual property rights arising out of or relating to the Product, except as expressly granted to the End User in this Agreement. End User shall safeguard the Product from infringement, misappropriation, theft, misuse, or unauthorized access. End User shall promptly notify Company if End User becomes aware of any infringement of the Company’s intellectual property rights in the Product and fully cooperate with Company in any legal action taken by Company to enforce its intellectual property rights.
(b) If End User sends or transmits communications to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Product, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is Company’s to use. Company shall own all right, title, and interest to such Feedback provided from End User to Company. Company is free to use, without compensation to End User, ideas, know-how, concepts, or techniques contained in the Feedback.
Company shall maintain adequate security precautions to minimize the likelihood of any unauthorized access through the Internet to Customer Data or other data provided by the End User to Company through the Product and Company website, including, among other things, the use of a secure server, protective firewalls and encryption.
This Agreement shall remain in effect until terminated as set forth herein (the “Term”). End User may terminate this Agreement by ceasing to access and use the Product and notifying Company of its intent to terminate this Agreement. Company may terminate this Agreement, effective upon written notice to End User, if End User breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured fifteen (15) days after Company provides written notice thereof. In addition, Company may terminate this Agreement, effective immediately, if End User files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property. Upon expiration or earlier termination of this Agreement, the rights granted to End User hereunder shall also terminate, and End User shall cease accessing and using the Product. No expiration or termination shall affect End User’s obligation to pay all fees that may have become due before such expiration or termination, or entitle End User to any refund.
(a) Company uses cookies to track End Users so that Company may customize and personalize portions of the Company’s website for each End User. A cookie is a small file stored on End User’s computer by a website to give the End User a unique ID (a “cookie”). Cookies used by Company’s website do not contain any personally identifiable information, so Company cannot identify an End User unless that information is provided voluntarily. IF END USER CONFIGURES ITS SYSTEMS TO BLOCK OR ERASE COOKIES, THE END USER MAY EXPERIENCE DECREASED FUNCTIONALITY OR PERFORMANCE DEGRADATION OF THE PRODUCT AND COMPANY’S WEBSITE; COMPANY IS NOT RESPONSIBLE FOR SUCH PROBLEMS.
(b) END USER RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND THEREFORE ARE NOT SUBJECT TO THE CONTROL OF COMPANY. END USER ALSO ACKNOWLEDGES THAT COMPUTER SYSTEMS ARE INHERENTLY UNSTABLE AND MAY MALFUNCTION OR CEASE TO FUNCTION AT ANY TIME WITHOUT WARNING. MALFUNCTION OR CESSATION OF INTERNET SERVICES BY INTERNET SERVICE PROVIDERS OR OF ANY OF THE NETWORKS THAT FORM THE INTERNET MAY MAKE THE PRODUCT OR COMPANY WEBSITE TEMPORARILY OR PERMANENTLY UNAVAILABLE. FURTHER, THE PRODUCT AND WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
(c) ACCESS TO THE PRODUCT IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PRODUCT WILL MEET END USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PRODUCT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE COMPANYS’ COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
During the Term, Company may provide the End User with certain confidential and proprietary information (“Confidential Information”). Confidential Information includes, but is not limited to, all code, inventions, techniques, algorithms, know-how and ideas, all business, financial and technical trade secrets, any written information which is marked “Confidential” or any information which should reasonably be known to be confidential. However, “Confidential Information” will not include information that (a) is publicly known at the time of its disclosure or becomes publicly known thereafter through no fault of the End User; (b) is lawfully received by the End User from a third party not under an obligation of confidentiality to the Company; (c) is published or otherwise made known to the public by the Company, or (d) was generated independently by the End User before disclosure by the Company. The End User will refrain from using the Company’s Confidential Information except to the extent necessary to exercise its rights or perform its obligations under this Agreement. The End User will likewise restrict its disclosure of the Company’s Confidential Information to those who have an absolute need to know such Confidential Information in order for the End User to perform its obligations and enjoy its rights under this Agreement. Such persons will be informed of and will agree to the provisions of this Section, and the End User will remain responsible for any unauthorized use or disclosure of the Confidential Information by any of them
The Product and Company’s website may include links that will take End User to other sites outside of the Company’s website (“Linked Sites”). The Linked Sites are provided by Company to End User as a convenience and the inclusion of the links do not imply any endorsement by Company of any Linked Site. Company has no control of the Linked Sites and End User therefore acknowledges and agrees that Company is not responsible for the contents of any Linked Site, any link contained in a Linked Site or any changes or updates to a Linked Site. End User further acknowledges and agrees that Company is not responsible for any form of transmission (e.g. webcasting) received from any Linked Site.
End User acknowledges that the Product is of U.S. origin and is intended solely for use in the U.S. End User agrees to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Kentucky, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the state and federal courts located in Campbell County, Kentucky, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.
(b) Company will not be responsible or liable to End User, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or End User equipment, loss and destruction of property, or any other circumstances or causes beyond Company’s reasonable control.
(c) This Agreement constitutes the sole and entire agreement between End User and Company with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(d) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Auto Vehicle Parts Co.
PO Box 76548
Cold Spring, KY 41076
1-800-354-9816
mail@auveco.com