AutoServe1 Inc. WEBSITE TERMS AND CONDITIONS OF USE
Last Amended: Feb. 2019
Thank you for visiting www.AutoServe1.com (the “Site”), which is owned and operated by AutoServe1 Inc. (“AUTOSERVE1”). You should not access or use this Site until you have carefully read and agreed to these terms and conditions of use (the “Terms”). By using this Site, you agree to these Terms. If you do not agree to these Terms, you may not further access or use the Site. You should check the Site and these Terms periodically for modifications. AUTOSERVE1 may modify the Site and/or the Terms from time to time without notice to you. If AUTOSERVE1 makes material changes to the Terms we will post the revised Terms and the revised effective date on this Site and/or provide notice by some other means. By using the Site following any modifications to the Terms, you agree to be bound by these Terms as modified. These Terms supersede all previous notices or statements regarding our terms and conditions of use with respect to this Site.
- Use of this Site. AUTOSERVE1 provides you with access to and use of the Site subject to your compliance with the Terms. By using this Site, or submitting information through this Site, you represent that you are a Canadian or USA resident and of the age of majority in the province where you live. If you are not of the age of majority, you may not use this Site without the express consent of an adult. We control and operate the Site from our offices in Canada, and all information is processed within Canada. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access and use the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site.
- Prohibited Uses. The Site may be used only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of your posting on or through the Site. AUTOSERVE1 specifically prohibits any use of the Site, for: (a) posting any (i) information which is incomplete, false, inaccurate or not your own, (ii) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, or (iii) material that infringes on any other intellectual property, privacy or publicity right of another; (b) impersonating another person; (c) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, provincial, federal or international law or regulation, or which fails to comply with accepted Internet protocol; or (d) transmitting or transferring (by any means) information or software derived from the Site to foreign countries or certain foreign nations in violation of Canadian or U.S. export control laws. In addition, you are prohibited from violating or attempting to violate the security of the Site or AUTOSERVE1’s systems or network security, including, without limitation, the following: (i) accessing data not intended for users of the Site or gaining unauthorized access to an account, server or any other computer system; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (iii) attempting to interfere with the function of the Site, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mail-bombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (iv) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Site’s or AUTOSERVE1’s systems or network security may result in civil or criminal liability.
- AUTOSERVE1 Proprietary Rights. The Site, including all of its contents, such as text, images, audio, and the HTML used to generate the pages (“Content”), are the property of AUTOSERVE1 or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under Canadian and/or foreign laws. AUTOSERVE1 hereby grants you a personal, non-exclusive, non-transferable license to access the Site, and to use the information and services available on the Site solely for personal and internal business purposes as contemplated by the Site. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, prepare derivative works from, delete, add to, license, post, transmit, or distribute any Content from this Site in whole or in part, for any purpose without the specific written permission of AUTOSERVE1. Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site. You hereby grant to AUTOSERVE1 a non-exclusive, perpetual, sub-licensable, irrevocable, worldwide, and royalty-free license to use any Submissions you post on the Site for any purpose, subject to the express terms of this Agreement. As between you and AUTOSERVE1 (or other company whose marks appear on the Site), AUTOSERVE1 (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site. In particular, the AUTOSERVE1 logos and service names are trademarks of AUTOSERVE1 (the “AUTOSERVE1 Marks”). Without AUTOSERVE1’s prior permission, you agree not to display or use AUTOSERVE1 Marks in any manner. Nothing on the Site should be construed to grant any license or right to use any AUTOSERVE1 Mark without the prior written consent of AUTOSERVE1. AUTOSERVE1 Marks may be registered in Canada and internationally.
- Links from and to the Site. Express, written consent from AUTOSERVE1 is necessary before you may establish any type of link to the Site. AUTOSERVE1 reserves the right, at its discretion at any time, to deny any request, or rescind any permission granted, to link to the Site, and to require termination of any such link to the Site. You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled or examined by AUTOSERVE1 in any way and AUTOSERVE1 is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply AUTOSERVE1’s endorsement of or association with the Linked Sites. In no event shall AUTOSERVE1 be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites.
- Disclaimer of Warranties and Conditions. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS, PRODUCTS AND SERVICES, IS PROVIDED “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES OR CONDITIONS CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. AUTOSERVE1 DOES NOT PROVIDE AND WARRANTY OR CONDITION THAT THE SITE OR THE FUNCTIONS, CONTENT OR PRODUCTS OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. AUTOSERVE1 MAKES NO WARRANTY OR CONDITION THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY MADE HEREIN. IF YOU ARE NOT SATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
- Limitation of Liability and Indemnity. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL AUTOSERVE1, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT, PRODUCT OR SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, EVEN IF AUTOSERVE1 OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF AUTOSERVE1 TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD AUTOSERVE1, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE LEGAL FEES AND EXPENSES, IN ANY WAY ARISING FROM, RELATED TO OR IN CONNECTION WITH YOUR USE OF THE SITE, YOUR VIOLATION OF THESE TERMS OR THE POSTING OR TRANSMISSION OF ANY MATERIALS ON OR THROUGH THE SITE BY YOU, INCLUDING, BUT NOT LIMITED TO, ANY THIRD PARTY CLAIM THAT ANY INFORMATION OR MATERIALS YOU PROVIDE INFRINGES ANY THIRD PARTY PROPRIETARY RIGHT.
- AUTOSERVE1 Products and Services.
Software, hardware, training or other products and services made available from time to time by AUTOSERVE1 through the Site or otherwise (collectively, “Products”) are subject to availability at time of order. Prices for Products are listed in Canadian or US currency and are subject to change without notice. If you order or acquire Products through this Site, you agree that the following provisions shall apply:
- Definitions. In this Section 8:
- Documentation means the written material provided by AUTOSERVE1 to you regarding the Products.
- Hardware means the computer tablet and any other computer hardware provided to you by AUTOSERVE1.
- Products has the meaning given above in this Section 8.
- Software means the computer software in object code form contained within the Hardware.
- License Grant. AUTOSERVE1 grants to you a nonexclusive and nontransferable license to use the Products only for your internal business purposes, provided that the Software is used only with and as part of the operation of the Hardware, and at all times remains within the Hardware.
- Restrictions. YOU MAY NOT: COPY, IN WHOLE OR IN PART, ANY SOFTWARE OR DOCUMENTATION; MODIFY THE PRODUCTS; ATTEMPT TO EXTRACT THE SOFTWARE FROM THE HARDWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE PRODUCTS.
- Intellectual Property. You agree that the Products, including the specific design and structure of the Software, Documentation and Hardware, constitute the intellectual property of AUTOSERVE1 and its suppliers, including trade secrets and copyrighted material. You agree not to disclose, provide, or otherwise make available any such intellectual property in any form to any third party without the prior written consent of AUTOSERVE1. You agree to implement reasonable security measures to protect such intellectual property. Title to all intellectual property rights in respect of the Products shall remain solely with AUTOSERVE1 or its suppliers.
- Personal Information. If you track your customers or collect personal information from your customers by use of or in connection with the Products, whether by use of [cookies, web beacons/pixel tags, log files, local shared objects, flash cookies or otherwise], you agree to the following:
- you will comply with all applicable personal information, privacy and data protection laws, regulations and government guidelines (“Privacy Laws”);
- you will implement and employ privacy policies as requested from time to time by AUTOSERVE1, and ensure that your customers expressly agree to such privacy policies; and
- you will provide all notices and obtain all consents necessary under applicable Privacy Laws in order to collect and use such personal information and disclose it to AUTOSERVE1 in connection with such privacy policies.
- Limited Warranties. AUTOSERVE1 warrants that for a period of [ninety] days from the date of shipment from AUTOSERVE1 the Software will substantially conform to its published specifications. This limited warranty provided by AUTOSERVE1 extends only to you as the original licensee and purchaser. The warranty and return policy for all Hardware is determined by the manufacturer of the Hardware, and will be only as described in the manufacturer’s documentation accompanying the Hardware. Except for the foregoing, the Products are provided AS IS. Your exclusive remedy and the entire liability of AUTOSERVE1 under this Agreement will be, at AUTOSERVE1’s option, the repair or replacement of the Software. In no event does AUTOSERVE1 warrant that the operation of the Software or Hardware will be error free or that you will be able to operate the Software or Hardware without problems or interruptions.
- Exceptions. AUTOSERVE1’s warranty does not apply if the Software or the Hardware: (a) has been repaired or altered, except by or with the express written permission of, AUTOSERVE1, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by AUTOSERVE1, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in hazardous activities, including, without limitation, critical safety systems (including life support equipment) or any activity or process involving nuclear energy.
- Third Party Products and Services. AUTOSERVE1 provides no representations, warranties, conditions or indemnities in respect of any third party products or services, and shall have no other liabilities in respect of your use of third party products or services, or the maintenance and/or support thereof.
- DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES REGARDING THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
- LIMITATION OF LIABILITY. IN NO EVENT WILL AUTOSERVE1 OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, USE OR DATA, COST OF CAPITAL, DOWNTIME COSTS, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF AUTOSERVE1 OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AUTOSERVE1 ‘S OR ITS SUPPLIERS’ LIABILITY TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE PRICE PAID BY YOU FOR THE PRODUCTS.
- Application. The limitations and exclusions of liability contained in this Agreement shall apply in respect of any actions, claims, demands, awards, judgments, settlements, damages, losses, costs, liabilities or expenses whether for breach of contract, breach of warranty, tort (including negligence or strict liability) or otherwise, and regardless of any allegation of breach of fundamental term, fundamental breach or failure of essential purpose.
- Payments. All amounts payable by you under or in connection with this Agreement shall be payable by upon delivery of the Products, except as may be otherwise agreed by the parties in writing. Interest at the rate of 1.5% per month (18% per annum) shall be payable by you upon delivery of the Products.
- Taxes. Unless otherwise stated, the prices specified by AUTOSERVE1 for any Products do not include any present or future sales, use, goods and services, harmonized, excise, value added, business transfer or similar taxes, whether federal, provincial or state, and all such taxes shall be paid by you or you shall provide AUTOSERVE1 with evidence of exemption therefrom. Any taxes (including income, stamp and turnover or value-added taxes), duties, fees, charges or assessments of any nature levied by any governmental authority outside Canada in connection with transaction, whether levied against you, against AUTOSERVE1 or its employees or against any of AUTOSERVE1’s subcontractors or their employees, shall be your responsibility and shall be paid directly by you to the governmental authority concerned. If AUTOSERVE1 or its subcontractors, or the employees of either, are required to pay any such levies and/or fines, penalties, or assessments in the first instance, or as a result of your failure to comply with any applicable laws or regulations governing the payment of such levies by you, the amount of any payments so made, plus the expense of currency conversion, shall be promptly reimbursed by you upon submission of AUTOSERVE1’s invoices therefor.
- Excusable Delay. AUTOSERVE1 shall not be in breach of any of its obligations under this Agreement where failure to perform or delay in performing any obligation is due, wholly or in part, to: (i) a cause beyond its reasonable control, (ii) an act of God, an act or omission of you or of any governmental authority, governmental priorities, riots, strike or other labour disputes, fires, flood, sabotage, earthquake, storm, epidemic, or (iii) inability due to a cause beyond AUTOSERVE1’s reasonable control to obtain necessary or proper labour materials, components, facilities, energy, fuel, transportation, required instructions or instructions or information from you. The foregoing shall apply even though any such cause exists at the time of the order or occurs after AUTOSERVE1’s performance of its obligations is delayed by another cause.
- Use of Products; Export Control. The Products are made available for sale to only to buyers for use or consumption for business purposes in Canada and the United States of America. By ordering or purchasing Products, you are representing that you are purchasing for business and not consumer purposes. The Products may be subject to Canadian and U.S. export control laws, including the Canadian Export and Import Permits Act and the U.S. Export Administration Act and their associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledges that you have the responsibility to obtain any necessary licenses to export, re-export, or import the Products.
- Termination. AUTOSERVE1 shall be entitled to terminate this Agreement and any license granted under or pursuant to this Agreement by written notice to you upon the earliest to occur of the following events:
- breach by you of this Agreement or any other agreement between the parties, if such breach is not cured within 10 days after receipt by you of a written notice from AUTOSERVE1 requiring you to cure the breach;
- the termination of your business;
- if you are adjudicated bankrupt or insolvent or make an assignment for the benefit of your creditors, if proceedings in bankruptcy are instituted against you or a receiver of your property is appointed, or execution against you or your property remains unsatisfied for such period as would permit your property or any substantial part thereof to be sold; or
- if applicable, proceedings are commenced to wind up, dissolve, liquidate or reorganize you, or for an arrangement in respect of you.
Forthwith after termination of this Agreement for any reason, all of your rights hereunder shall cease, and you must forthwith return to AUTOSERVE1 or destroy all copies of the Documentation, and return all other Products to AUTOSERVE1. The rights of termination under this section shall be in addition to and not in lieu of any other rights and remedies provided by statute or otherwise at law or in equity, and shall not prejudice the right of AUTOSERVE1 to receive payment of any amounts accrued to or payable on or before the date of termination.
- Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s’y rattachant, y compris tous avis, annexes et autorisations s’y rattachant, soient rédigés en langue anglaise seulement.