PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service. DrivingSales reserves all rights not expressly granted herein in the Service and the Content (as defined below). DrivingSales may terminate this license at any time for any reason or no reason.
You may use the Service only if you can form a binding contract with DrivingSales, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by DrivingSales.
In order to access the Service, User will be required to provide some basic information to us, such as the name of the individual user accessing the Service, his or her email address, and the name and address of the individual user's company or organization. During registration, User will create a user name and a permanent password. These are your credentials for accessing Content that is only available to registered users ("Credentials").
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the DrivingSales servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the DrivingSales Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other DrivingSales Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. DrivingSales shall have no liability for your interactions with other Users, or for any User’s action or inaction.
This Agreement governs User's relationship with us and our licensors, partners or affiliates. Please note that we may change this Agreement at any time to reflect changes in the applicable laws, new Content or as we otherwise deem appropriate, by posting a revised version of this Agreement on the Service. If User disagrees with any changes to this Agreement, User may discontinue its use of the Content and the Service and cancel its registration. User's ongoing use of the Content and the Service after the changes are posted signifies User's agreement to the new terms. We encourage User to review this Agreement regularly.
You may register at the Service at no cost, in which case you will have the ability to participate in some, but not all, of the features and services available within the Service.
In order to access additional features and services, including the ability to access many of our reports and analytics tools, you must become a paying member of the Service by agreeing to enter into a subscription with us. Please see [firstname.lastname@example.org] for a description of the current subscription plans and their prices (“Subscription Policies”). Please note that the Subscription Policies that are disclosed to you in subscribing to the service are deemed part of this Agreement. Further, we may change the features and functionality of the Service from time to time.
A. General. You agree to pay us the subscription fee (“Subscription Fee”) specified in the Subscription Policies during the subscription Period (“Subscription Period”). The Subscription Period varies depending on the plan you sign up for. We currently offer either monthly or annual subscriptions. The Subscription Fee is payable in United States dollars (including, if any, all applicable taxes).
B. Payment Method. A valid credit card is required to subscribe to the paid features and services. You agree to pay us for all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your billing account and you authorize us to charge your chosen credit card (“Payment Method”) for access to the paid portion of the Service. If we do not receive payment from your Payment Method, you agree to pay all amounts due on your billing account on demand.
C. Auto-Renewal of Your Subscription Period. You will be entitled to access the paid portion of the Service only during the subscription period (“Subscription Period”) specified on your Billing Form. All subscriptions will automatically renew at the end of your subscription period until cancelled by you. You will not receive further notice of auto-renewal.
D. Recurring Billing. All of our subscription plans use recurring billing. If you elect to pay for the Subscription Period on a monthly basis, then you will automatically be charged the Subscription Fee for the subsequent month unless you cancel the Service before the new Subscription Period begins. If you elect to pay the Subscription Period annually, you will automatically be charged the Subscription Fee for the subsequent year, unless you cancel the Service before the new Subscription Period begins. By entering into this Agreement, you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) RELATING TO YOUR SUBSCRIPTION WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU CANCEL YOUR ACCOUNT.
E. Change in Amount Authorized. If the amount to be charged to your billing account varies from the amount you pre-authorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge at least 60 days before the scheduled date of the transaction. Notice will be sent to the email address currently associated with your billing account.
F. Cancellation. You are solely responsible for properly canceling your account. If you paid your subscription with one annual payment and you cancel your account, you may use your subscription until the end of your then-current Subscription Period; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the Subscription Fee paid for the then current Subscription Period. If you pay your subscription in monthly installments and you cancel your account prior to the end of the Subscription Period, then we will terminate your access to the paid portion of the Service and cease billing you. However, you remain responsible for all charges incurred prior to DrivingSales terminating access to your account.
G. Collection. Members will pay on all amounts past due, that have not been disputed specifically in writing and in reasonable good faith, an interest charge of one and one-half percent (1.5%) per month computed from the due date of each payment, or the maximum rate permitted by law. Member will be liable for attorneys’ fees and collection costs arising from our efforts to collect unpaid balances.
The Service allows users to post content such as profile information, comments, questions, and other content or information (any such materials a user submits, posts, displays, or otherwise makes available on the Service “User Content”). DrivingSales has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. DrivingSales reserves the right, but is not obligated, to reject and/or remove any User Content that DrivingSales believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
A. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
B. Your User Content and DrivingSales’ use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
C. DrivingSales may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
D. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
DrivingSales takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that DrivingSales shall not be liable for any damages you allege to incur as a result of User Content.
By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to DrivingSales a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and DrivingSales’ (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
Since we respect artist and content owner rights, it is DrivingSales’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify DrivingSales’ copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
The above information must be submitted to the following DMCA Agent:
P.O. Box 900700
Salt Lake City, UT 84090
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying DrivingSales and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with DrivingSales’ rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, DrivingSales has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. DrivingSales may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
User agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding User's use of the Service and the DrivingSales Content provided therein.
USER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RELATED TO USER'S USE OF THE SERVICE OR ANY DISPUTE WITH US IS THE CANCELLATION OF USER'S REGISTRATION ON THE SERVICE. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM USER'S USE OF OR INABILITY TO USE THE SERVICE OR THE CONTENT. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR LICENSORS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW, BUT IN NO EVENT SHALL EXCEED $5,000.00 IN THE AGGREGATE FOR ANY AND ALL CLAIMS RELATED TO THE SERVICE AND THE CONTENT.
THE SERVICE, REPORTS AND OTHER CONTENT ARE ALL PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR LICENSORS, PARTNERS AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING AND WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE OR IN THE CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE VIA THE SERVICE. THE SERVICE AND THE CONTENT DO NOT CONSTITUTE A REVIEW TO DETECT FRAUD OR ILLEGAL ACTS. WE DO NOT, AND OUR LICENSORS, PARTNERS AND AFFILIATES DO NOT, WARRANT THAT USE OF THE SERVICE OR THE CONTENT WILL BE ERROR FREE. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN AN ELECTRONIC FILE ON THE SERVICE OR WITHIN A FORM OR DOCUMENT ON THE SERVICE IS DISCLAIMED. USER HAS THE SOLE RESPONSIBILITY FOR VERIFYING THE COMPLETENESS AND ACCURACY OF ALL INFORMATION MADE AVAILABLE ON THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO A USER. USER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT MAY VARY BY JURISDICTION.
You understand and agree that no representation or warranty is made with respect to the functionality or availability of the Service and the Content, and that all or any portion(s) of the Service and the Content may for a variety of reasons be unavailable to you for use either temporarily or permanently without notice. You understand and agree that the Service or the Content may be unavailable due to scheduled maintenance. DrivingSales reserves the right to prevent or limit access to the Service or the Content for security, upgrades or other reasonable purposes. You understand and acknowledge that no website or network is immune from unauthorized access. Accordingly, DrivingSales shall not have any liability or responsibility in connection with any unauthorized access to the Service or the Content.
We may terminate and/or suspend User's use of the Service or access immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Service by User or someone utilizing User's Credentials. User's right to use the Service will end once your registration (if any) is cancelled or terminated. User may terminate its access at any time by using the “contact us” link on the Service. Articles XI (Indemnification and Release), XII (General Limitation of Liability) and XIII (Disclaimer; We Make No Warranties) shall survive termination of this Agreement.
User's affirmative act of accepting these terms and conditions and/or using this Service or the Content and/or accessing or registering for the Service constitute User's electronic signature to this Agreement and User's consent to enter into agreements with us electronically. This Agreement shall be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the Agreement is written and accepted electronically. User also agrees that we may send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Service or the Content (collectively, "Notices"). User agrees that we may send electronic Notices (1) to the e-mail address that User provided to us during registration, or (2) by posting the Notice on the Service, and that such Notice will be deemed sufficient. The delivery of any Notice from us is effective when sent by us, regardless of whether User reads the Notice when User receives it or whether User actually receives the delivery. User can withdraw its consent to receive Notices electronically by canceling its registration. User can retrieve an electronic copy and a printable version of this Agreement, which constitutes a contract between us and User, by clicking on the "Agreement" link on the Service. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
1. Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below
1. Arbitration. For any dispute with Company, you agree to first contact us at [email@example.com] and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Company claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Santa Clara County, California, unless you and Company agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. User
We may assign this contract at any time to any entity. We will post a notice on the Service regarding any change of ownership or operation so that User may have the opportunity to discontinue its use of the Service or cancel its registration if it does not wish to continue to use the Service. User may not assign this contract to anyone else.
All trademarks appearing on the Service are the property of their respective owners. No right, license or interest to such trademarks is granted by this Agreement. The copying, redistribution, use or publication by User of any such matters or any part of the Service or the Content, except as otherwise specifically authorized in this Agreement, is strictly prohibited. User does not acquire ownership rights to any Content or other materials viewed or accessed through the Service. The posting of information or materials on the Service does not constitute a waiver of any right in such information and materials. The Content on the Service may be the copyrighted work of DrivingSales, Inc. or third parties.
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to User's profile, e-mail addresses, usage history, IP addresses and traffic information.
This Agreement was last modified on January 4, 2013.