DealerApp Vantage LLC. License Agreement
By installing or using the application, software and services known as Dealer App including any accompanying documentation, read-me files or other files (collectively, the “Application”), you individually or the entity on whose behalf you are acting (“You” or “Your”) agree that Your use of this Application is subject to these Terms of Use and License Agreement (“Agreement”).
READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO INSTALLING OR USING THE APPLICATION. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT DOWNLOAD THE APPLICATION OR YOU MUST DELETE THE APPLICATION FROM YOUR COMPUTER OR OTHER HARDWARE.
PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE APPLICATION OR ANY COPY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
1. The Application
The Application known as Dealer App is owned by and is being provided to You by DealerApp Vantage LLC and its affiliates (the “Company”). The Company may elect, in its sole discretion, to change, edit, or discontinue the Application at any time. The client will be notified 30 days prior. Changes that involve the applications ability to function or improvements to the application may not be subject to a 30 days’ notice.
2. Ownership
By entering into this Agreement with Company, You agree that this is a license and not a sale of the Application. You agree that the Application, including but not limited to graphics, audio clips, and editorial content, contains proprietary information and materials owned by the Company and protected by applicable intellectual property and other laws, including but not limited to trade secrets, and any pending copyrights and patents, and that You will not use such proprietary information or materials in any way whatsoever except for use of the Application in compliance with the terms of this Agreement. Subsequently any content including but not limited to graphics, audio clips, and editorial content provided by the Customer will remain the intellectual property of the Customer. Your rights to use the Application are limited to the terms specified in this Agreement, and nothing herein shall reduce or modify the Company’s ownership of the Application. The Company retains and reserves all rights not expressly granted to You herein.
3. License
Subject to Your acceptance and ongoing compliance with the terms of this Agreement, the Company grants anyone wishing to download the application a single non-exclusive, non-transferrable, and limited license to install and use the Application for [Customer] located in the United States and its territories or any other country to which this Application is offered by the Company for use, provided that all uses must be for marketing purposes only. Nothing in this Agreement grants You any rights to any related documentation. The Company does provide support, and maintenance for the application, But the Company has no obligation to
furnish Enhancements, and Upgrades to the Application. Any fees associated with an upgrade to be charged to the Customer will be at the sole discretion of the Company.
4. Restrictions
You may not make copies of the Application, modify or create derivative works of the Application, decompile or reverse engineer the Application or otherwise attempt to create the source code from the Application, or in any way attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Application. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to Your use of the Application. No portion of the Application may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, or distribute Application, in any manner, and You shall not exploit the Application in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You may not release the results of any performance or functional evaluation of any Application to any third party without prior written approval of Company for each such release.
5. Changes
The Company reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify the Application as related to items such as bug fixes, and anything else needed to help support or enhance the application. Changes or modifications to the Agreement such as impose new or additional rules, policies, terms, or conditions on Your use of the Application will be done after a mutual agreement from both the Company and the Customer. Unless expressly stated to the contrary, updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement after mutual agreement between the Company and the Customer . Your continued use of the Application following the Company’s adoption and posting of any Additional Terms will be deemed to constitute Your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
6. Access
You must provide at Your own expense the hardware, computer, equipment, internet access, or wireless connection to access and use this Application.
7. Content
The Application may offer features that allow You to, among other things, submit, store, manipulate and distribute content selected or produced by You (“Individual Content”). You represent and agree that such Individual Content and any use by You of features that allow for the transmission, posting or sharing of Individual Content shall be Your sole responsibility, shall not infringe or violate the intellectual property or other rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, defamatory, objectionable or in poor taste, and that You have obtained all necessary rights, licenses or clearances necessary to engage in such activities.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIVIDUAL CONTENT OR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT ARISING OUT OR RELATED TO YOUR USE OF THE APPLICATION, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTACT OR INTERACTION BETWEEN YOU AND ANY OTHER USE OF THE APPLICATION AND THAT YOU
BEAR THE SOLE RISK OF TRANSMITTING THROUGH THE APPLICATION ANY CONTENT, INCLUDING INFORMATION WHICH IDENTIFIES YOU OR YOUR LOCATION.
8. Copyright/Digital Millennium Copyright Act
It is the Company’s policy to fully comply with the Digital Millennium Copyright Act (DMCA), which provides a procedure for notifying a service provider about intellectual property infringement by third parties. If You have a good faith belief that infringing activity is occurring in connection with the use of the Application, please provide written notice detailing the requisite information as set forth in Section 512(c)(3)(A) of the DMCA, which requires that a notification of claimed infringement must be by way of written communication provided to the designated agent, and that this written notification includes substantially all of the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
(iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For the purposes of the DMCA, the Company’s registered agent is:
Legal name and address:
DealerApp Vantage LLC
136 11th Street Suite 2 Piscataway, New Jersey 08854 9. Third Party Services
The Application may facilitate Your use of third party services not provided by the Company such as CRM programs (“Third Party Services”). The Company makes no representations or warranties regarding the performance of such Third Party Services, their compliance with applicable laws and regulations, or any other aspect of such Third Party Services. Your use of Third Party Services is at Your own risk and You are solely responsible for complying with all legal and contractual requirements necessary for using Third Party Services.
10. Trademarks
All Company logos and trademarks used in connection with the Application (including “Dealer App”) are trademarks of the Company in the U.S. Other trademarks, service marks, graphics, and logos used in
connection with the Application, including Apple® are the trademarks of their respective owners and are protected by State and U.S. trademark laws and conventions. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks. You may not use Company’s name or other trademarks or refer to Company or Company’s products directly or indirectly in any papers, articles, advertisements, sales presentations, news releases or releases to any third party
without the prior written approval of Company for each such use.
11. Termination
This license is effective until terminated by either party with thirty (30) calendar days written notice. This license automatically terminates if You fail to comply with its terms and conditions. You agree that, upon such termination, You will delete and permanently erase any and all copies of the Application.
12. Disclaimer of Warranties; Liability Limitations
12.1. THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER YOU ACKNOWLEDGE THAT THE CONTINUED PROVISION OF THE APPLICATION RELIES UPON THE GENERAL OPERATION OF THE INTERNET AND WORLD WIDE WEB AND CERTAIN FACTORS NECESSARY FOR THE CONTINUOUS OPERATION OF THE INTERNET AND WORLD WIDE WEB ARE BEYOND COMPANY’S CONTROL.
12.2. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE APPLICATION IS AT YOUR SOLE RISK. THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
12.3. IN NO CASE SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE APPLICATION OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE APPLICATION, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR FEATURE POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APPLICATION, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL COMPANY’S TOTAL AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT OR ARISING IN ANY WAY FROM YOUR USE OF THE APPLICATION EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE APPLICATION.
12.4. COMPANY DOES NOT REPRESENT OR GUARANTEE THAT THE APPLICATION WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE,
HACKING, OR OTHER SECURITY INTRUSION, AND THE COMPANY DISCLAIMS ANY LIABILITY RELATING THERETO.
12.5 YOU ARE SOLELY RESPONSIBLE FOR THE MARKETING, PROMOTION AND ADVERTISING OF THE APPLICATION.
13. Waiver and Indemnity
BY USING THE APPLICATION, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS LICENSE, YOUR USE OF THE APPLICATION, YOUR INDIVIDUAL CONTENT.
14. Governing Law and Venue
This Agreement is governed by the laws of the State of Virginia, without reference to its principles of conflicts of laws. You expressly agree that exclusive jurisdiction and venue for any claim or dispute with the Company relating in any way to Your use of the Application resides in the state or federal courts of Virginia. You hereby irrevocably consent to the personal and exclusive jurisdiction and venue of these courts.
15. Use of Third Party Applications
The Application contains third party applications for which the Company does not take any responsibility for the performance of such third party applications including, but not limited to, CRM programs and inventory management control.
16. Miscellaneous
If any provision of this Agreement shall be unlawful, void, or unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement is the complete, final and exclusive statement of the agreement between the parties with respect to the subject matter hereof, and supersedes any proposal or prior contemporaneous agreement or
communications between the parties (whether oral or written) relating to the subject matter hereof. This Agreement may only be modified in a writing signed by both parties. No failure or delay (in whole or in part) on the part of either party to exercise any right or remedy hereunder shall operate as a waiver thereof or affect any other right or remedy. Waiver of a breach shall not waive the right to enforce any subsequent breach under this Agreement. If You have any questions regarding this Agreement, You may contact us at the address located at: www.dealerappvantage.com.
17. Trademark Usage Consent
This Trademark Usage Consent (“Consent”) affirms that You have granted Company a license to use Your Brand, as defined herein, during the term of the Agreement, solely in connection with providing the Services in conformity with the Agreement and this Consent. Licensed use of Your Brand includes Company launching, using, and operating the Apps on Your behalf on App’s platforms, including, without limitation, Google Play, iTunes, Blackberry App World, and Windows Store.
“Your Brand” means Your trademarks, service marks, trade names, domain names, logos, business and product names, and slogans. You are a licensed franchisor of certain automobile manufacturers (“Automakers”) and, pursuant to such franchise agreements is licensed to use, and to permit its agents to use, the Automakers name and images for marketing automobiles.
Company: (i) affirms that its use of Your Brand will strictly comply with Your trademark usage guidelines; (ii) acknowledges Your exclusive ownership of Your Brand, (iii) agrees not to take any action inconsistent with such ownership; and (iv) agrees to only use Your Brand to provide the Services under the Agreement.
18. Electronic Signatures and Contracts; Sufficient Legal Age
Your use of the Application includes the ability to enter into agreements electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND
INTENT TO BE BOUND BY THIS LICENSE. YOU REPRESENT THAT YOU ARE OF A SUFFICIENT LEGAL AGE NECESSARY TO LEGALLY ENTER INTO AND BE BOUND BY LEGAL AGREEMENTS FORMED THROUGH THE APPLICATION.