YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, INSTALLING THE MOBILE APPLICATION, AND/OR BREAKING THE SEAL ON THE PACKAGE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT INSTALL THE SOFTWARE. IF APPLICABLE, YOU MAY RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND.
This Agreement sets forth the terms and conditions of your use of the accompanying EZ Dealer mobile application (the "App"). For the purposes of this Agreement, "you" means you, the end user together with any of your employees or agents who use the App, and "Licensor" means EZDealer, Inc. and its subsidiaries and affiliates.
1. License Grant. Licensor hereby grants to you a limited, revocable, non-exclusive and non-transferable license to use the App and related documentation (the "Documentation"), according to the provisions contained herein and subject to payment of applicable license fees specified and set forth in Schedule A. You are not permitted to lease, rent, distribute or sublicense the App or any rights therein. You also may not install the App on a network server, use the App in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the App (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the App and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of this App.
You agree that you have no right, power or authority to make any modifications to or unauthorized copies of the App. You may reproduce and provide one (1) copy of the App and Documentation for each device, computer or workstation on which the App is installed. Otherwise, the App and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the App and Documentation on any copies that you make.
2. No Assignment; No Transfer. You agree not to transfer or assign the App and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the App and/or this Agreement, then you must at the same time either transfer any copies of the App and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the App or rights under this Agreement.
3. No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the App or assist someone in performing such prohibited acts.
4. Import/Export Restrictions. You agree not to import or export the App or any Documentation (or any copies thereof) or any products utilizing the App or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.
5. Title. You agree that Licensor owns and holds title to the App and any Documentation and all subsequent copies thereof regardless of the form or media. Furthermore, title, ownership rights, and intellectual property rights in the App and any Documentation shall remain with Licensor. The App and any Documentation are protected by copyright and other intellectual property laws and by international treaties. Any copying, redistribution, use or publication by you of any such content or any part of the App is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this App. Notwithstanding the foregoing, any information that is inputted by you to the App for the purpose of information management or document generation shall remain as your property.
6. Term and Termination. This license is effective until terminated by Licensor at Licensor’s sole discretion. You may terminate this license at any time by destroying the App and any Documentation together with all copies and merged portions in any form. Your license for the App will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, or are placed in receivership. Upon such termination, you agree to destroy the App and Documentation, together with all copies thereof. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.
7. Governing Law. The laws of the State of Indiana [CMI1] shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of Indiana for the purposes of enforcing the provisions of this Agreement.
8. Disclaimer of Warranties. The services and products provided by Licensor under this Agreement are provided "AS IS," WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM, FITNESS FOR CUSTOMER'S PURPOSE OR SYSTEM INTEGRATION; INFORMATIONAL CONTENT OR ACCURACY; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. YOU AGREE THAT ANY EFFORTS BY LICENSOR TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE DISCLAIMER OF WARRANTIES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU, THE CUSTOMER.
9. LIMITATION OF REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF LICENSOR, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, LICENSOR, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET LICENSOR SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF LICENSOR AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF LICENSOR, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
10. Indemnification. You agree to defend, indemnify and hold harmless Licensor, its suppliers and its resellers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction or distribution of the App or your breach of any representation, warranty or obligation under this Agreement.
11. Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
12. Entire Agreement. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor.
13. Acknowledgement. By downloading, installing or using any part of this App, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
14. Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
15. No Professional Advice. Licensor is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. THE LICENSOR DOES NOT GUARANTEE THE ACCURACY OF ANY DOCUMENTS OR FORMS GENERATED BY THE SOFTWARE. THE LICENSEE IS RESPONSIBLE FOR THE ACCURACY OF (A) ALL INFORMATION INPUTTED INTO THE SOFTWARE AND (B) ANY FORM THAT WAS GENERATED BY THE SOFTWARE. Consult the services of a competent professional when you need this type of assistance.
16. Relationship of the Parties. Nothing contained in this Agreement or your use of the App shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.
The EZDealer mobile application is currently downloadable free of charge to Licensee. Fee schedule is subject to changes by the Licensor at its sole discretion. [CMI1]It can be any state law. it does not need to be CA law.