END-USER LICENSE AGREEMENT FOR VINSTICKERS SOFTWARE
IMPORTANT--READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal contract between you (either an individual or a single business entity) and VinStickers, LLC. ("VinStickers") for the VinStickers software application identified above (the "Software Application").
BY CLICKING THE ENTER OR "I ACCEPT" ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE APPLICATION, AND EXIT NOW. YOU ALSO REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT ON BEHALF OF THE PERSON OR ENTITY USING THE SOFTWARE APPLICATION. YOU ALSO AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF USE FOR THE VINSTICKERS.COM WEBSITE LOCATED AT WWW.VINSTICKERS.COM.
LICENSE TERMS
Subject to the terms and conditions of this Agreement, including, but not limited to, payment of the applicable fees described on the VinStickers website at www.vinstickers.com, VinStickers hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable monthly license to use the Software Application strictly in accordance with the terms and conditions of this Agreement.
The Software Application provides you with certain VIN Decoding and Vehicle Equipment Data. This information is proprietary to VinStickers, LLC and its data suppliers and is protected under U.S. copyright law and international treaty provisions. This information is licensed for your internal personal or professional use and may not be resold or provided to others. You may not distribute, sell, rent, sublicense, or lease such information, in whole or in part to any third party; and you will not make such information available in whole or in part to any other user in any networked or time-sharing environment, or transfer the information in whole or in part to any computer other than the PC used to access this information.
LICENSE LIMITATIONS
You may not rent, lease or lend the Software Application, use it in a service bureau arrangement or use it in a manner inconsistent with the related documentation.
You may not reverse engineer, decompile, or disassemble the Software Application, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Without prejudice to any other rights, VinStickers may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement or if you violate VinStickers's Website Terms and Conditions of Use. In such event, you must destroy all copies of the Software Application and all of its component parts and related data and proprietary information, and VinStickers may suspend or deactivate your use of the Software Application with or without notice.
ON-THE LOT SERVICES
Dealers using the Software Application may be eligible for on-the-lot services described on our Website or in a work order provided to you in connection with such services. On-the-lot services may include digital photography, sticker printing and affixation, data extraction services, and inventory broadcasting services. On-the-lot services are provided "as is" without any warranty whatsoever. VinStickers may use subcontractors to provide such services.
Consent to Monitoring and Disclosure
VinStickers is under no obligation and does not assume any obligation to monitor the information residing on or transmitted to this service. However, anyone using this service agrees that VinStickers may monitor the contents periodically to (1) comply with any necessary laws, regulations, or other governmental requests; (2) to operate the service properly or to protect itself and its users. VinStickers reserves the right to modify, reject or delete any information residing on or transmitted to its service that it, in its sole discretion, believes is unacceptable or in violation of these terms and conditions. Should any user of information on this service provide VinStickers information, including without limitation feedback, data, answers, questions, comments, suggestions, plans, ideas or the like to VinStickers, such information shall be deemed to be non-confidential and VinStickers assumes no obligation to protect such information from disclosure. The submission of such information to VinStickers shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by VinStickers for any purpose whatsoever and VinStickers shall be free to reproduce, use, disclose and distribute the information to others without restriction.
GOVERNING LAW
This Agreement shall be governed by the laws of the State of Massachusetts. You hereby consent to exclusive jurisdiction and venue in the courts of the State of Massachusetts. You may not assign or otherwise transfer this Agreement or the rights and licensed granted hereunder.
PROPRIETARY RIGHTS
All title, copyrights, patent rights or other proprietary or intellectual property rights in and to the Software Application (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Application), the accompanying media and printed materials, and any copies of the Software Application are owned by VinStickers or its suppliers. The Software Application is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software Application like any other copyrighted material, subject to the provisions of this Agreement.
The VinStickers name and logo, and all related products and service names, design marks, and slogans, including, without limitation, VinPower, VinManager, VinLink, FindAutos, VinBuddy, VinCamera, VinBrochures, and PoliceBook are the trademarks, service marks or registered trademarks of VinStickers, LLC or its affiliates or partners. All other product and service marks contained herein are the trademarks of their respective owners.
DISCLAIMERS OF WARRANTY, LIABILITY AND DAMAGES
THIS SOFTWARE APPLICATION AND THE ACCOMPANYING FILES AND DATA AND ANY RELATED SERVICES, INCLUDING, WITHOUT LIMITATION, ON-THE-LOT SERVICES, ARE PROVIDED "AS IS." YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SOFTWARE APPLICATION, RELATED DATA AND SUCH SERVICES AND YOUR USE OF THE INTERNET GENERALLY. VinStickers AND ITS PARENTS, SUBSIDIARIES, SUPPLIERS AND THEIR RESPECTIVE EMPLOYEES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE APPLICATION, DATA OR SUCH SERVICES. VinStickers AND ITS PARENTS, SUBSIDIARIES, SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY OF DATA, OR THAT THE SOFTWARE APPLICATION AND RELATED DATA AND SERVICES ARE VIRUS OR ERROR FREE.
Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the Software Application.
Any material contained on this service may include inaccuracies or errors. VinStickers has the right to make changes and updates to any information contained within this service and any specifications, equipment data, VIN decode specifications, and prices without prior notice.
IN NO EVENT WILL VinStickers OR ITS PARENTS, SUBSIDIARIES, SUPPLIERS, SERVICE PROVIDERS OR THEIR RESPECTIVE EMPLOYEES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA OR LOST SAVINGS, EVEN IF A VinStickers REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE MAXIMUM LIABILITY OF VinStickers OR ITS PARENTS, SUBSIDIARIES, SUPPLIERS, SERVICE PROVIDERS OR THEIR RESPECTIVE EMPLOYEES HEREUNDER AND OTHERWISE WITH RESPECT TO THE SOFTWARE APPLICATION, RELATED SERVICES OR ON-THE-LOT SERVICES SHALL BE THE AMOUNTS PAID BY YOU HEREUNDER.
Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not apply to you.
Superseding Addendum to Services Agreement
and End User Services Agreement
THIS SUPERSEDING ADDENDUM (this “Addendum”) is made
to that certain VinStickers Services Agreement (the “Services Agreement”) between
VinStickers, LLC (“VinStickers”) and the undersigned client (“Client”) which Services
Agreement incorporates the terms and conditions of the VinStickers End User Services
Agreement (the “EULA”) and is effective as of the Effective Date designated below. In the event of any conflict or inconsistency
between this Addendum and the Services Agreement, the terms and conditions of this
Addendum shall control.
1. Software Application. The term Software Application shall mean the Customer Relationship Management software, the AutoPencil module, the Service Aisle module, the Inventory Lead Management software, the Inventory module, the Website creation module and the eBay module, each as more particularly described in the MotoSnap ILM & Inventory Proposal attached to the Services Agreement.
2. Additional Development Services. VinStickers shall also provide the additional services described in the cost summary attached to the Services Agreement (the “Cost Summary”) including on-site training in the Software Application and set-up of the Software Application modules and splash page. Travel expenses for training services are included in the Training Fee.
3. Monthly Services. Subject to payment of the ongoing monthly fees and per vehicle fees described in the Cost Summary, VinStickers shall provide: (i) access to the Software Applications, (ii) monthly hosting of the website designed using the Website creation module (the “Client Website”); (iii) display of up to 99 photos per vehicle on the Client Website, (iv) generation of a window sticker per vehicle; and (v) generation of a buyers guide per vehicle.
4. Ownership of and license in the Client Data. Client shall retain ownership in all data submitted by Client via the Software Application (the “Client Data”). Client hereby grants VinStickers a limited non-exclusive license in the Client Data for the term of the Agreement, solely for the purposes of performing the services described herein and in the Agreement.
6. Confidential Information. Each party agrees that during the term of the Services Agreement and this Addendum, and for a period of five (5) years thereafter: (i) it shall not commercialize or disclose the other party’s Confidential Information to any person or entity, except to its own employees, contractors, or agents, (collectively “Representatives”) having a need to know; (ii) it will not use, nor will it permit its Representatives to use, the Confidential Information of the other for any purpose other than the performance of the Services Agreement; (iii) it will disclose the Confidential Information of the other only to those Representatives who are contractually bound to maintain the confidentiality thereof; (iv) it shall be responsible for any disclosure or misuse of such Confidential Information by such Representatives; and (v) it shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall it use less than reasonable diligence and care. “Confidential Information” shall mean, with respect to a party hereto, any information or material that (A) is marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) is known by the parties to be considered confidential and proprietary, or (C) should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment. Confidential Information does not include information which: (i) is or becomes generally known to the public by means other than a breach of the obligations of a receiving party; (ii) was previously known to the receiving party; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; (iv) is independently developed by the receiving party without reference to the other party’s Confidential Information; or (v) is subject to disclosure under court order or other lawful process, but only to the extent required to be disclosed by such order or process.
· Protect the security and confidentiality of such information;
· Protect against anticipated threats or hazards to the security or integrity of such information, and
· Protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer of the Client.
Applicable governmental regulators may, from time to time, also audit the security programs and measures implemented by the Service Provider pursuant to this Section and the Service Provider shall not impose any fees or charges on the Dealer, its representatives or applicable governmental regulators in connection with such audit.
8. Limited Warranty. VinStickers represents and warrants that the Software Application will perform substantially in accordance with the specifications set forth in the Services Agreement and the attachments thereto. Client’s sole remedy and VinStickers’ sole obligation with respect to a breach of this warranty shall be for VinStickers to use commercially reasonable efforts to correct any reproducible errors in the Software Application. Subject to the foregoing, all warranty disclaimers in the EULA shall apply.