IDENTIFIX - End-User License Agreement

End-User License Agreement

Motor Information Systems

MOTOR END-USER LICENSE AGREEMENT

THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU, THE END USER ("YOU"), AND MOTOR INFORMATION SYSTEMS, HEARST BUSINESS PUBLISHING, INC. ("MOTOR").  BY ACCESSING ANY OF THE MOTOR DATABASES VIA THIS WEB SITE, YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE DATABASES.

1.  LICENSE GRANT.  MOTOR hereby grants to You a nontransferable, non-exclusive, limited license to access and use the MOTOR Databases ("DATABASES"), including any updates provided by MOTOR on a vehicle-by-vehicle look-up basis, for vehicle specification reference only, in accordance with the terms and conditions of this Agreement.

2.  USER RESTRICTIONS. The Databases may only be used at one physical location, on multiple workstations, but may not be used at any other site nor made accessible from any other site via a computer network. You agree that You shall not, and shall not permit others, including but not limited to third parties, to directly or indirectly (i) alter or copy in any form or medium all or any part of the Databases (except for data located on an individual, vehicle by vehicle, lookup basis), nor make such data part of any electronic retrieval system; (ii) create any derivative work from, or adaptation of, the Databases; (iii) use the Databases to facilitate the generation of collision repair estimates; (iv) lease, license, sell, or otherwise publish, communicate, distribute or display to third parties in any form or medium all or any part of the Databases, (v) create any publications, in electronic, printed or other format, based in whole or in part on data from the Databases, alone or in combination with any other data; (vi) download the Databases (other than the data obtained on a vehicle-by-vehicle look-up basis) or transmit the Databases electronically by any means; (vii) use the Databases on multiple computers or at multiple locations unless such use is covered by an individual license for each computer or use; (viii) remove any product identification, copyright, trademark or other notice from the Databases or the Documentation; (ix) use any graphics contained in the Databases other than as specifically granted in Section 1 above; or (x) reverse engineer, reverse assemble, or reverse compile the Databases; (xi) Motor in its sole judgement shall be entitled to discontinue providing any OEM proprietary data from the Databases in the event it is, for any reason, not available or in the event any OEM imposes commercially unreasonable fees or restrictions on use of such data.

3.  OWNERSHIP; CONFIDENTIALITY.  You agree that the data contained in the Databases contain confidential information, and that MOTOR owns all rights in the Databases and the data contained therein, including without limitation all copyright and other proprietary rights.  You agree to keep confidential and use your best efforts to prevent and protect the Databases from unauthorized disclosure or use.  You agree that the confidentiality obligations shall survive termination of this Agreement.

4.  DISCLAIMER OF WARRANTIES, LIABILITY.  MOTOR FURNISHES THE DATABASES ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY.  MOTOR DOES NOT WARRANT THAT USE OF THE DATABASES WILL BE UNINTERRUPTED OR ERROR FREE, OR WILL MEET YOUR REQUIREMENTS.  MOTOR SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING AND YOU HEREBY EXPRESSLY WAIVE ANY AND ALL SUCH WARRANTIES.  YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE DATABASES.  UNDER NO CIRCUMSTANCES SHALL MOTOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE DATABASES.  SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF MOTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

5.  TERM; TERMINATION.  This Agreement is effective for the period of time set forth in your Agreement with the web site owner hosting the DATABASES, but in no event longer than the term of the agreement between MOTOR and that web site host.  MOTOR may terminate this Agreement if You do not comply with any term or condition of this Agreement.  Should this Agreement terminate, You agree to destroy any data previously obtained from the DATABASES.

6.  MISCELLANEOUS.
(a)  This Agreement is the complete and exclusive statement between You and MOTOR relating to the subject matter hereof and supersedes all prior oral, written and/or contemporaneous negotiations, commitments and understandings of the parties.
(b)  This Agreement shall be governed by the laws of the State of New York without giving effect to any principles of conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply.  You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in New York, New York over any suit, action or proceeding arising out of or relating to this Agreement.
(c)  No delay or failure by MOTOR to exercise or enforce at any time any right or provision hereof shall be considered a waiver thereof or of MOTOR’s right thereafter to exercise or enforce each and every right and provision of this Agreement.
(d)  If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby.
(e)  This Agreement may only be amended, modified, suspended or canceled by a writing signed by MOTOR.
(f)  This Agreement may be assigned by MOTOR, but may not be assigned by You.

Identifix, Inc.

End-User License Agreement

The following terms and conditions of use set forth in this End-User License Agreement (the "License") set forth the basic rules that apply to the services provided by Identifix, Inc. (the "LICENSOR") on this website ("Identifix"), which may change at any time in the future without notice. Every user of the services provided hereunder agrees to comply with the terms and condition of this License.  Before using Identifix, please carefully read the following terms and conditions of this License and the Motor End-User License Agreement.

You the end user ("YOU"), and LICENSOR incur certain benefits, rights, and obligations to each other when you use the databases available through Identifix. BE SURE YOU READ THE LICENSE AND ATTACHMENT A CAREFULLY, SINCE BY USING THE DATABASES THROUGH Identifix YOU INDICATE YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF USE SET FORTH HEREIN, DO NOT ACCESS OR USE THE Identifix WEB SITE.

Your rights:
   1. You enjoy a limited, non-exclusive license to use the databases on a single computer in consideration for payment of the required license fee and your acceptance of the terms and conditions of this License.  This License may be terminated at any time without reason at the sole discretion of LICENSOR.
   2. You acknowledge that you do not own the databases or portions thereof. You also acknowledge that the databases are furnished "as is," and contain copyrighted and/or proprietary and confidential information of LICENSOR, its licensors and assignees.

There are limitations on your rights:
   1. You agree that all of the content ("Content") located on Identifix, including, without limitation, any images, illustrations, photographs, graphics, audio clips, video clips and text, is copyrighted under United States law and protected by worldwide copyright laws and treaty provisions, unless otherwise noted. The copyrights in the Content are owned by LICENSOR or by third parties who have licensed their materials to LICENSOR. The entire Content of the site is copyrighted as a collective work under U.S. copyright laws, and LICENSOR owns a copyright in the selection, coordination, arrangement and enhancement of the Content. You may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the Content, nor any portion thereof, without first obtaining written permission from LICENSOR.  LICENSOR neither warrants nor represents that your use of the materials displayed on Identifix will not infringe rights of third parties not owned by nor affiliated with LICENSOR.
   2. You may not copy the database or portions thereof for any reason whatsoever, except for data found on an individual, vehicle-by-vehicle, lookup basis, provided you only (1) use these copies of the Content for your own personal use, (2) do not copy or post the Content or any part thereof on any network computer or broadcast the Content in any media, and (3) do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. LICENSOR reserves complete title and full intellectual property rights in any Content you copy or download from Identifix.
   3. You may not revise, translate, convert, disassemble and otherwise reverse engineer the databases or its interface.
   4. You may not sell, license, lease, rent, loan, or otherwise distribute or network the Content, including without limitation, the databases or portions thereof.

Should you fail to abide by the Copyright Law of the United States as it applies to the databases your License will become invalid. You will be liable for the maximum damages, penalties, and legal fees under the law, up to and including imprisonment for violation of federal laws governing federal larceny and interstate commerce. You agree to cease all attempts to access the database and portions thereof immediately after receiving notification that LICENSOR has terminated your license to this database for violation of its provisions.

ADDITIONAL TERMS AND CONDITIONS OF USE

TRADE DRESS.
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The distinctive and original layout and presentation of Identifix also constitutes protectable trade dress under applicable federal and state law. Unauthorized copying of the trade dress of the Identifix Web Site is strictly prohibited.

TRADEMARK NOTICE.
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LICENSOR, and its accompanying service marks, logos and trademarks are the property of LICENSOR.  Any additional names, service marks, logos, or trademarks of third party vendors of LICENSOR included on Identifix are used with permission from such vendors. The use or misuse of any of the names, service marks, logos, or trademarks used on Identifix is strictly prohibited.

FRAMING.
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Any framing of the contents of Identifix without the prior written permission of LICENSOR is strictly prohibited.

LINKING.
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Other sites may link to Identifix only with the express prior written permission of LICENSOR.  Ordinary and automatic terms and conditions for consensual linking shall include, without limitation our right to demand, without reason, that the link be removed. Merely because a link may exist on another third party site to LICENSOR, whether with or without our knowledge and/or permission, does not mean that LICENSOR approves of, sponsors or is associated with the third party web site or its goods or services.

DISCLAIMERS.
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Your use of Identifix is at your own risk. Identifix IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. LICENSOR HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON Identifix IS ACCURATE, COMPLETE OR CURRENT OR THAT Identifix WILL OPERATE WITHOUT INTERRUPTION OR ERROR. LICENSOR DOES NOT ENDORSE, NOR TAKE RESPONSIBILITY FOR, THE CONTENT OF THE SITES TO WHICH Identifix IS LINKED -- SUCH LINKS ARE PROVIDED FOR CONVENIENCE ONLY.  LICENSOR ALSO ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN Identifix, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM Identifix.

LIMITATIONS ON LIABILITY.
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UNDER NO CIRCUMSTANCES, SHALL LICENSOR, OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, AFFILIATES, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE Identifix. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF LICENSOR HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH Identifix OR ANY CONTENT ON Identifix, OR WITH THE TERMS AND CONDITIONS OF THIS LICENSE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING Identifix.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.  IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF LICENSOR UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

MODIFICATION OF TERMS AND CONDITIONS OF USE.
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LICENSOR reserves the right, at any time, to modify or update these terms and conditions of the License, and by accessing and using Identifix, you agree to be bound by any such modifications or updates. Therefore, you should periodically visit this page to review the current terms and conditions of this License to which you are bound.

This License is the entire agreement between you and LICENSOR or its assignees, interpreted and enforced under the laws of the State of Minnesota, U.S.A.