Effective: March 30, 2015
THIS SITE INCLUDES INFORMATION FOR CUSTOMERS, DEVELOPERS, AND APPLICANTS FOR EMPLOYMENT. IT IS SUBJECT TO CHANGE WITHOUT NOTICE. BECAUSE OPENCAR MUST RESPOND TO CHANGING MARKET CONDITIONS, OPENCAR MAY CHANGE ITS PRODUCT OR BUSINESS PLANS AT ANY TIME AND CANNOT GUARANTEE THE ACCURACY OF ANY INFORMATION OR PUBLICATION AFTER THE DATE IT IS FIRST POSTEDTHIS SITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND OPENCAR MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, IN THIS SITE. NOTHING IN THIS SITE IS A COMMITMENT BY OPENCAR THAT IT WILL ENTER INTO A BUSINESS OR EMPLOYMENT RELATIONSHIP WITH YOU. YOU BEAR FULL AND SOLE RESPONSIBILITY FOR YOUR USE OF OR THE RESULTS OF YOUR USE OF THE SITE. WE RESERVE THE RIGHT TO CHANGE, REMOVE, DELETE, RESTRICT, OR BLOCK ACCESS TO, CHARGE FOR, OR STOP PROVIDING YOU ALL OR ANY PART OF THE SITE AT ANY TIME WITHOUT NOTICE.
- Eligibility and Site Use . You must be 18 years of age or older to become a user. By using the Site, you represent and warrant that you are at least 18 years of age. If we discover or have any reason to suspect that you are not at least 18 years of age, we reserve the right to suspend or terminate your use of the Site immediately and without notice.
- Changes to These Terms . Please note that we reserve the right to change these Terms at any time upon notice. We may give notice by posting updated Terms on the Site, sending you an email, or by any other reasonable means. You can review the most current version of Terms at any time at insidetrack.opencar.com. The updated Terms are binding on you on the effective date indicated in the updated Terms. If you do not agree to the updated Terms, you must stop using the Site and if, you have an Account (defined in Section 6), terminate it before the effective date. Your continued use of the Site after the effective date will constitute your acceptance of the updated Terms. You agree that you will periodically return to the Site and review the Terms to ensure that you are familiar with the most current version of the Terms.
- Additional Terms . We may present additional terms when you use certain portions or features of the Site. Unless set forth otherwise in those additional terms, those additional terms are a part of these Terms and, if there is a conflict between the additional terms and the most current version of these Term posted on the Site, the additional terms will govern.
- Confidentiality . Within portions of the Site, we may provide Content that is confidential to OpenCar or its partners. You agree not to disclose confidential Content to anyone or use it except as expressly authorized by OpenCar.
- Third Party Websites. The Site may contain links to third party web sites (“Linked Sites“). The Linked Sites are not under the control of OpenCar and OpenCar is not responsible for any Linked Site, including but not limited to any content contained in a Linked Site or any changes or updates to a Linked Site. OpenCar provides links to you only as a convenience, and the inclusion of any link does not imply endorsement by OpenCar of the site or any association with its operators.
- Account Registration; Use of Your ID. In order to access certain portions of the Site or Content, you will need to set up an account (“Account”). If you set up an Account, you must provide current, complete, and accurate information. You must keep your log-in information confidential and not authorize any third party to use it. You are solely responsible for all activities that occur under your Account, even when your log-in information is used by someone else. You agree to immediately notify OpenCar of any unauthorized use of your Account or any other breach of security of which you become aware. OpenCar may change your log-in information at any time.
- Submissions . Our Site may provide you facilities that enable you and other users to communicate with us, other users and the public at large and enable you to submit and upload information and materials such as photographs and other pictures, text, graphics, illustrations and other images, files, videos, sounds, data, links, and other materials (including feedback) (collectively, “Submissions“). OpenCar does not control and is not responsible or liable for any Submissions provided by users of the Site (“User Content”). For the avoidance of doubt, Submissions include software applications that you create with or that operate on the OpenCar platform (“Applications”). You agree to use the Site only to post, send and receive Submissions that are appropriate and related to the purpose of the Site. You are solely responsible for all Submissions you submit or that originate from your Account and represent and warrant to us that you and all Submissions originating from your Account will comply with the OpenCar Code of Conduct, these Terms, and all applicable local, state, federal, agency and national laws, rules and regulations. We may, but are not obligated to, monitor, screen, filter, restrict, block, move, refuse, modify, or remove Submissions and access to your Account at any time in our sole discretion (without prior notice) and we may install and operate one or more software, monitoring, or other solutions designed to assist us in identifying or tracking activities that OpenCar considers illegal or a violation of these Terms. If we suspect violations of these Terms, we may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to cooperate with us in investigating suspected violations by you or others, unless applicable law prohibits us from requiring you to cooperate.
- Licenses to Your Submissions . We do not claim ownership of your Submissions. You grant us and all users who have access to Submissions whether through Site or otherwise an unlimited, irrevocable, perpetual, worldwide, non-exclusive, transferrable, sublicensable, royalty-free, fully paid-up license to make, use, distribute, reproduce, modify, adapt, translate, create derivative works of, display and perform (publicly or otherwise), import, broadcast, transmit, license, offer to sell, and sell, rent, lease or lend your Submissions (excluding Applications but including derivative works of other Submissions). You also grant us and all users who have access to Applications (as permitted by the access rights you designate for Applications you upload to the Site) an unlimited, irrevocable, perpetual, worldwide, non-exclusive, transferrable, sublicensable, royalty-free, fully paid-up license to use, reproduce, and display and perform (publicly or otherwise) Applications in connection with testing and evaluation of the Applications, and, in the case of OpenCar. in connection with OpenCar’s business, including advertising and promotion of OpenCar’s business and the Site. We may sublicense the rights granted in this Section to third parties, including the right to sublicense to further third parties. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that the Submissions submitted through your Account and use thereof does not infringe or violate any law or the rights of any third party (including any individuals portrayed in your Submissions). If Submissions are provided through your Account that infringe or violate others’ copyrights or other intellectual property or privacy rights, you are breaching these Terms.
- Content . All User Content and all information, files, graphics, text, images, sound files, video, development kits, software, tools, and other materials that are provided through the Site (“Content”) are owned by OpenCar and its users and licensors. If a license is presented when you access or download Content, use of that Content is governed by that license. If no license is presented, these Terms apply and OpenCar grants you a personal, non-exclusive, nontransferable, limited license to use the Content in connection with pursuing a business or employment relationship with OpenCar. and, in the case of User Content, in connection with pursuing a business relationship with OpenCar and the user that submitted the User Content. In connection with your authorized use, you may view, and you may download and print a reasonable number of copies of Content. You may not otherwise use, modify, copy, print, display, reproduce, distribute, publish, disassemble, decompile, or reverse engineer the Site or any Content, except to the extent that applicable law expressly permits your disassembly or reverse engineering despite this limitation. For the avoidance of doubt, these Terms do not grant you any rights to distribute any User Content to third parties or to use any User Content in a production environment. If You desire to distribute or release any User Content you must enter into a commercial distribution license agreement with OpenCar or the owner of the User Content and pay any and all required fees.
- No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND CONTENT ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND PERFORMANCE, REMAINS WITH YOU. OPENCAR AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. IN PARTICULAR, OPENCAR, ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE SITE OR CONTENT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SITE WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) THAT ANY DEFECTS OR ERRORS THEREIN WILL BE CORRECTED. ALL CONTENT YOU DOWNLOAD OR OBTAIN THROUGH THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE. IN PARTICULAR, TO THE EXTENT LOCAL LEGISLATION IMPLIES STATUTORY TERMS WHICH CANNOT BE EXCLUDED, THOSE TERMS ARE DEEMED INCORPORATED INTO THIS DOCUMENT BUT OPENCAR’S LIABILITY FOR A BREACH OF THOSE STATUTORY IMPLIED TERMS IS LIMITED IN ACCORDANCE WITH AND TO THE EXTENT PERMISSIBLE UNDER THAT LEGISLATION.
Disclaimer of Certain Damages.
IN NO EVENT WILL OPENCAR OR ANY SUPPLIER OR LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL; SPECIAL; INCIDENTAL; INDIRECT; PUNITIVE DAMAGES; FOR LOSS OF
PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE; LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION; BUSINESS
INTERRUPTION; PERSONAL INJURY; PROPERTY DAMAGE; LOSS OF PRIVACY; FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE; NEGLIGENCE; AND ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THESE TERMS, THE SITE, OR CONTENT, EVEN IF
OPENCAR OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS, OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN THIS SECTION WILL BE INTERPRETED AS EXCLUDING LIABILITY WHICH CANNOT UNDER APPLICABLE LAW BE EXCLUDED IN THOSE JURISDICTIONS. IF YOU LIVE, OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF LIMITATION IS NOT PERMITTED, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
Limitation of Liability and Exclusive Remedies.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTION 11, OPENCAR’S AND ITS SUPPLIERS’
AND LICENSORS’ MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING
FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SITE, OR CONTENT WILL
BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SITE OR CONTENT UP TO FIVE DOLLARS (U.S. $5.00). THE EXISTENCE OF
MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS, THE SITE OR CONTENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN DAMAGE LIMITATIONS SUCH AS THE LIMITATION OF LOSS OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN THIS SECTION WILL BE INTERPRETED AS EXCLUDING LIABILITY WHICH CANNOT UNDER APPLICABLE LAW BE EXCLUDED. IF YOU LIVE OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
- Independent Remedies . The exclusion of damages under Section 11 is independent of your exclusive remedy in Section 12 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Sections 11 and 12 apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
- Indemnity . You hereby agree to defend, indemnify, and hold OpenCar, its directors, officers, employees, agents, partners, suppliers, and licensors harmless and will keep them indemnified from any third party claim or demand, including reasonable attorneys’ fees, relating to or arising from (a) any Submission made by you or submitted, posted, transmitted, originating from, or otherwise made available under your Account; (b) your use of the Site and Content; (c) any violation by you of these Terms; or (d) your violation of any another party’s rights or applicable law.
Notice and Takedown Procedures.
You agree to respect the intellectual property rights and other rights of OpenCar and third parties. If you believe that material available through the
Site infringes your intellectual property rights or the intellectual property rights of any third party or is defamatory, please notify our agent at OCcopyright@inrix.com for copyright infringement notices. If you believe that copyright has been infringed
by materials on the Site, please provide us the written information specified below.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the site;
Your address, telephone number, and email address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
After receiving notice, we may remove or disable access to any infringing or defamatory material. We have the right to terminate your access to the Site and Account for infringement of our or another other party’s rights.
- Copyright and Trademark Notices . OpenCar and its licensors own the Site and Content and reserve all rights therein, including any and all intellectual property and other proprietary rights. OpenCar and the OpenCar logo and other product and service names referenced in connection with the Site are the trademarks of OpenCar. All other company names, product names, service names and logos referenced in connection with the Site may be the trademarks of their respective owners.
- Governing Law and Jurisdiction for Resolving Disputes. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. These Terms will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction and venue in the state and federal courts sitting in King County, Washington for any and all disputes, claims and actions arising from or in connection with the Site, the Content, and these Terms.
. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will
remain in full force and effect. You and OpenCar intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable
law. Accordingly, You and OpenCar agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to
make it enforceable, which may include its deletion. Section titles are only for convenience and have no legal or contractual significance.
OpenCar may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, in your Account. OpenCar’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on OpenCar if it is in a written document signed by OpenCar. These Terms (including any incorporated terms) constitute the entire agreement between you and OpenCar with respect to your Account, the Site, and Content. Both you and OpenCar warrant to each other that, in entering these Terms, neither OpenCar or you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. Any translation of these Terms is done for local requirements. If there is a dispute between the English and any non-English version, the English version will govern. No one other than you and OpenCar, or OpenCar’s successors and permitted assigns, will have any right to enforce any of these Terms.
- Notices . OpenCar may give you all notices (including legal process) that OpenCar is required to give by any lawful method, including by posting notice on the Site or by sending it to any email or mailing address that you provide to OpenCar. You agree to keep your Account information current including your email and mailing addresses and to check for notices posted on the Site. You agree to send OpenCar notice by mailing it to OpenCar’s “Address for Legal Notices” which is:
10210 NE Points Dr.
Kirkland, WA 98033
ATTN: General Counsel