Terms And Conditions
Effective Date: January 10, 2015
We reserve the right, at our sole discretion, to modify this Agreement at any time by posting a modified version of this Agreement to the Site. You agree to be bound by the modified Agreement through your continued access to the Site or use of the Services.
1. Use of the Site and the Services. You may access and use the Site and the Services only for lawful purposes and solely in accordance with the terms of this Agreement. In addition, you may also be asked to enter into additional agreements before being permitted to access certain of the Services. Those additional agreements are in addition to this Agreement and will govern your use of the Services covered by the additional agreements in the event of a conflict between the terms of this Agreement and those additional agreements.
2. Term and Termination. We reserve the right, at our sole discretion, to terminate this Agreement or your access to any part of the Site or the Services with or without notice to you and with or without cause. Upon termination of this Agreement, all rights and licenses granted to you in this Agreement will immediately cease to exist. The provisions of Sections 3, 4, 6, 7, 8, 9, and 10 of this Agreement will survive termination of the Agreement for any reason.
3. Access to the Services
Registration. In order to access some of the Services, you may be asked to submit certain information about yourself ("Registration Information"). You represent and warrant that all Registration Information you have provided is true, accurate, current and complete.
Restrictions. You will not: (a) license, sublicense, rent, lease, loan, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site or Services; (b) modify or make derivative works based upon the Site or Services; or (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of the Site or Services, or authorize any third party to do any of the foregoing. All rights not expressly granted to you under this Agreement are reserved by Brainy Cars and its licensors.
4. Ownership of Intellectual Property. Brainy Cars and its licensors own all rights, title and interest in and to the Site and Services, including, without limitation, any Results (defined below) and any Intellectual Property Rights therein and/or related thereto. "Intellectual Property Rights" means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights. The Brainy Cars name and logo are trademarks of Brainy Cars, and no right or license is granted to you herein to use such trademarks.
5. Data Collection. Brainy Cars will have the right to utilize data capture, analysis tools, and other similar tools, to review, extract, compile, synthesize, and analyze queries entered by you as well as any non-personally identifiable data or information resulting from your use of the Services ("Results"). To the extent that any Results are collected by Brainy Cars, such Results will be solely owned by Brainy Cars and may be used by Brainy Cars for any lawful business purpose without a duty of accounting to you, provided that the Results are used only in an aggregated form, without specifically identifying the source of the Results.
6. Representations and Warranties. You represent, warrant and covenant for the benefit of Brainy Cars that: (1) you have the legal right and authority to enter into this Agreement, and, if you are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement you enter into in connection with any of the Services; (3) all information you provide to Brainy Cars in connection with this Agreement and your access to the Site and use of the Services is correct and current.
7. Indemnification. You will indemnify, defend, and hold harmless Brainy Cars and each of its respective employees , officer, directors, and affiliates ("Indemnified Parties"), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from: (a) your accessing the Site or use of the Services, including any materials disseminated or transmitted by you and/or your Registrants; (b) your breach of any term of this Agreement; or (c) your negligence or intentional misconduct hereunder. Brainy Cars will provide you with notice of any such claim or allegation, and Brainy Cars will have the right to participate in the defense of any such claim at its expense.
8. Disclaimer. THE PARTIES ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE AND USE OF THE SERVICES, AND INTERRUPTIONS, CRASHES AND DOWNTIME MAY OCCUR FROM TIME TO TIME. Brainy Cars DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CUSTOMERS’ REQUIREMENTS OR EXPECTATIONS; OR (C) ANY RESULTS GENERATED BY USING THE SERVICES WILL BE ACCURATE, UP-TO-DATE, COMPLETE, OR RELIABLE. Brainy Cars DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO ORAL OR WRITTEN INFORMATION GIVEN BY Brainy Cars WILL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. YOU AGREE THAT YOUR ACCESS TO THE SITE AND THE INFORMATION THEREON IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SITE OR USE OF THE SERVICES.
11. Linked Sites. The Site may contain links to third party sites that are not under the control of Brainy Cars, and Brainy Cars is not responsible for any content on any linked site. If you access a third party site from the Site, then you do so at your own risk. Brainy Cars provides links only as a convenience and the inclusion of the link does not imply that Brainy Cars endorses or accepts any responsibility for the content on those third party sites.
12. Notices. All notices by you under this Agreement must be delivered in writing by courier, by electronic facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to Brainy Cars's address set forth on the Site, as appropriate. Such notice will be effective upon receipt by Brainy Cars. Brainy Cars may deliver a notice to you by posting of a general notice on the Site, which will be effective 48 hours after posting to the Site.
13. General Provisions. This Agreement is the complete and exclusive statement of the Agreement between Brainy Cars and you regarding the Services and supersedes any other agreement or proposal, oral or written (including information on the Site), and any other communications between Brainy Cars and you. This Agreement will be governed by the laws of the State of California without regard to conflicts of law principles. All disputes arising under this Agreement must be brought in the state or federal courts located in California. Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding. There are no other third party beneficiaries under this Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this Agreement is deemed unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. You may not assign, delegate or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without the prior written consent of Brainy Cars. Any such assignment, delegation or transfer in violation of the foregoing will be null and void.