End-User License Agreement
IMPORTANT – READ CAREFULLY
This End-User License Agreement (“Agreement”) is a legal contract between Automotive Events, Inc. (“AE”), and the person or entity on whose behalf the App (defined below) is being installed, accessed, or used (“User”). By indicating acceptance of this Agreement during the setup process, downloading the App, or using the App, you are agreeing that User is bound by and your use of the App on behalf of the User is governed by the terms and conditions of this Agreement.
- Grant — Subject to the terms and conditions of this Agreement, AE grants User a personal, non-exclusive, and non-transferable license to install, access, and use the Dashboard AE mobile software application and the associated web-based registration platform (collectively, the “App”) on User’s devices.
- U.S. Government Rights — The App and related materials are commercial in nature and developed solely at private expense. The App and related materials are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users only as Commercial Items and with only those rights as are granted to all other end-users pursuant to the terms and conditions of this Agreement.
- Injunctive Relief — User acknowledges that a breach of its obligations under Sections 1, 2, or 3 will cause irreparable harm to AE or its licensors for which monetary damages would be inadequate. AE or its licensors will be entitled to injunctive relief for any such breaches, threatened or actual.
- User Responsibilities — User is responsible for the operational aspects of installing, accessing, and using the App, including, but not limited to, (a) acquiring, installing, and maintaining the applicable smartphone, tablet, or other device for which the license under this Agreement is granted, as well as any other computer equipment and computer software programs compatible with and as necessary to use the App; (b) obtaining access to the Internet; and © downloading and installing any necessary plug-ins.
- Responsible Driving Disclaimer — Always drive attentively according to road conditions and in accordance with traffic laws. Do not use this app in a manner that may interfere with the due course of driving or otherwise may distract the driver’s attention from the road.
- Restrictions on Use — User shall not: market, sell, distribute, sublicense, use, modify, translate, reproduce, create derivative works from, dispose of, rent, lease, or authorize or permit access or use of any portion of the App except as expressly permitted in this Agreement; reverse engineer, decompile, or disassemble the App, except and only to the extent that such activity is expressly permitted by applicable law; use the App in violation of U.S. law, including Department of Commerce export administration regulations; remove any copyright and other proprietary notices contained in the App; upload to the App any data or materials which infringe or violate any of the intellectual property, proprietary, or other rights of any third party; incorporate or permit to be incorporated into the App or any computer or other systems of AE any Malicious Code. For purposes of this Agreement, the term “Malicious Code” means any virus, worm, trojan horse, time bomb or other malicious code intended to harm or negatively affect the operation, integrity, control or security of computer programs, systems, environments or data; or access and use the App in any manner that is inconsistent with the terms of this Agreement.
- Ownership — The App is the intellectual property of and is owned by AE and/or its suppliers. The structure, organization and code of the App is the exclusive property, valuable trade secrets and confidential information of AE and/or its suppliers and title to the App shall at all times remain with AE and/or its suppliers. Except as expressly stated herein, this Agreement does not grant User any intellectual property rights in the App, or any component or element thereof, and all rights not expressly granted to User under this Agreement are reserved to and retained by AE and/or its suppliers. Notwithstanding anything contained in this Agreement to the contrary, AE reserves the right to make, available, distribute or release the App under different license terms or to stop distributing, making available or releasing the App at any time. User represents, warrants and covenants to AE that User owns all right, title and interest in and to and content or data provided by User to AE (“User Content”), and that the User Content, the upload thereof to the App, and the use thereof by AE does not and shall not infringe or violate the intellectual property, proprietary or other rights of any third party.
- IP Restrictions — To the extent that the App includes any trademark, service mark, trade name, or the company name of AE or its licensors (collectively, “Marks”), User will use such Marks strictly in accordance with AE’s trademark standards, policies and procedures as provided by AE to User from time to time. User shall not remove AE’s copyright notices and other proprietary notices on the App, and all copies thereof shall be subject to all terms, conditions, and obligations of this Agreement.
- Disclaimer — EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AE MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY MATTER WHATSOEVER. AE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR FROM USAGE OF TRADE.
Indemnities and Liabilities
- Indemnification by User — User shall indemnify and hold AE harmless from any claims resulting from User’s use of the App, except to the extent such claims arise from AE’s gross negligence or willful misconduct.
- Limitation of Liability — The total liability of AE for all claims, whether in contract, tort, or otherwise, arising out of, connected with, or resulting from the App or any other services under this Agreement shall not exceed the amount paid by User to AE under this Agreement during the twelve month preceding the events giving rise to such claim.
- Exclusion of Liability — AE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY (I) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, OR OTHER INFORMATION PROVIDED THROUGH THE APP, INCLUDING ANY LOSS OF, OR (II) UNAUTHORIZED ACCESS TO USER’S INFORMATION, DATA, OR CONTENT. IN NO EVENT SHALL AE, ITS LICENSORS, SUPPLIERS, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOST REVENUE, OR LOST SAVINGS, INCURRED BY USER OR ANY THIRD PARTY, EVEN IF AE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Term and Termination
- Term — This Agreement shall commence upon User’s acceptance of the terms and conditions of this Agreement and shall continue until terminated in accordance with this Agreement.
- Termination for Convenience – User may terminate this Agreement at any time by uninstalling and deleting the App from all of User’s devices. AE may terminate this Agreement at any time upon 30 days’ prior written notice to User.
- Termination for Default – If User fails to comply with any material term or condition of this Agreement, this Agreement shall automatically terminate without notice from AE. Such termination is in addition to any other rights and remedies provided under this Agreement or otherwise under law.
- Effect of Termination – Upon termination of this Agreement, User shall cease all use of the App and shall uninstall and delete all copies of the App. Sections 1, 3, 5, 6, and 7 shall survive termination of this Agreement.
- Excused Performance — Neither party shall be liable for any delay in or failure of performance resulting from any cause or condition beyond its reasonable control, whether foreseeable or not.
- Compliance – Each party shall comply with all federal, state, local and foreign laws, regulations, rules and ordinances pertaining to the operations and conduct of its business and, in the case of User, the license granted to User under this Agreement. In the event that any part of this Agreement is determined to violate any applicable federal, state, local or foreign laws, rules or regulations, then the remaining provisions of this license shall remain in full force and effect and shall be enforced to fullest extent permitted by law and the parties agree to negotiate in good faith revisions to the provision or provisions that are in violation. In the event the parties are unable to agree to modified terms as required to bring the entire Agreement into compliance, either party may terminate this Agreement by not less than ten (10) days prior written notice to the other party.
- Waiver – The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
- Notices – Unless provided otherwise in this Agreement, any notice required or permitted under this Agreement shall be personally delivered, or sent by e-mail, telefax, courier, express or overnight delivery service, or by certified mail, postage prepaid, return receipt requested, if to AE, 801 Canterbury Road, Suite C, Cleveland, Ohio 44145, if to User, to the address User specified at the time it originally entered this Agreement, or to such other address as shall be advised by either party to the other in writing. Notices shall be effective as of the date of receipt.
- Third-Party Beneficiaries – AE’s licensors shall be third-party beneficiaries under this Agreement.
- Dispute Resolution – Except with respect to enforcing claims for injunctive or equitable relief, any dispute, claim or controversy arising out of or relating in any way to this Agreement or the interpretation, application, enforcement, breach, termination or validity thereof (including any claim of inducement of this Agreement by fraud and including determination of the scope or applicability of this agreement to arbitrate) or its subject matter (collectively, “Disputes”) shall be determined by binding arbitration before one arbitrator. The arbitration shall be administered by JAMS conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement. The arbitration shall be held in Cleveland, Ohio, and it shall be conducted in the English language. The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Judgment on any award in arbitration may be entered in any court of competent jurisdiction. Notwithstanding the above, each party shall have recourse to any court of competent jurisdiction to enforce claims for injunctive and other equitable relief. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the parties arising out of or related to this Agreement, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.
- Governing Law — This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflict of laws principles. The United Nations Convention on Contracts of the International Sale of Goods shall not apply to this Agreement.
- Governing Law — The provisions of this Agreement are severable. If any provisions are held to be invalid, unenforceable, or void, all other provisions shall remain valid.
- Entire Agreement — This Agreement constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement. Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties. This Agreement may be amended from time to time by AE upon notice to User.
LAST UPDATED: January 30, 2020