These Autoscores Terms of Service (this "Agreement") are entered into by Autoscores Inc. ("Autoscores") and the entity executing this Agreement ("You"). This Agreement governs Your use of the standard Autoscores (the "Service"). BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. In consideration of the foregoing, the parties agree as follows:
Subject to Section 13. the Service is provided without charge during the Beta Period. The day after the last day of Beta Period, and unless You express your desire of unsubscribing the Service before the last day of Beta Period, You will be charged according to the pricing plans that Autoscores will communicate to you no less than thirty (30) days in advance from the last day of Beta Period. Autoscores may change its fees and payment policies for the Service from time to time and will communicate the changes to You no less than 30 days prior to their entering into force. The communication of those changes will be sent to the email address which You provided in the registration process. The changes to the fees or payment policies are effective upon Your acceptance of those changes which will be posted at www.autoscores.com. Your acceptance of those changes will be deemed given if (i) You answer our email with an email confirming that it is your desire to continue using the Service, (ii) You accept updated terms online, or (iii) You continue to use the Service after thirty (30) days from the date on which Autoscores sent the email notifying the changes to You. Unless otherwise stated, all fees are quoted in euros. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys' fees) incurred by Autoscores will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your account.
Autoscores cautions You that no statement included in any of its Reports implies a guarantee of future performance and that actual results could differ materially from those that could be predicted on the Reports, or by the person analyzing them. The information provided to You by Autoscores is merely statistical and does not constitute an assurement of future business performance. To base business decisions of any kind on Reports and information provided by a service as Autoscores involve risk and uncertainty because they relate to abstract probabilities, figures and data, as well as future events and circumstances that may change at any time or differ in reality from the impressions expressed on the Reports. The Service, and every aspect it includes, is to be used at Your own risk.
To register for the Service, You must complete the registration process by providing Autoscores with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You will protect Your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You will notify Autoscores immediately upon learning of any unauthorized use of Your Account or any other breach of security. Autoscores's support staff may, from time to time, log in to the Service under Your customer password in order to maintain or improve service, including to provide You assistance with technical or billing issues.
Subject to the terms and conditions of this Agreement, (a) Autoscores grants You a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use the ASTC solely as necessary for You to use the Service on Your Properties or Third Party's Properties; and (b) You may remotely access, view and download Your Reports stored at www.autoscores.com. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, the Documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (vi) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Reports. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Software, Service and Reports.
Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
Pursuant to the Organic Law 15/1999, of 13 December, 1999, on the Protection of Personal Data and its implementing legislation, Autoscores informs the person who act for and on behalf of You in this Agreement, that the personal data he/she provides pursuant to same or any data he/she may provide subsequently, shall be included in filing systems owned by Autoscores, the purpose of which is to maintain, fulfill, develop, control and perform the provisions of this Agreement.
Should the person acting on behalf of You wish to exercise his/her rights of access, rectification, cancellation and, where possible, objection, he/she may do so by writing to Autoscores at the address first above written, attaching a photocopy of a document evidencing his/her identity.
You must not circumvent any privacy features (e.g., an opt-out) that are part of the Service.
To the extent permitted by applicable law, You will indemnify, hold harmless and defend Autoscores, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against Autoscores or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Autoscores or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service, the Software or Reports to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports; (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or Reports. Autoscores will provide You with written notice of any claim, suit or action from which You must indemnify Autoscores. You will cooperate as fully as reasonably required in the defense of any claim. Autoscores reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by Autoscores to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Autoscores may share with the Third Party any Customer Data that is specific to the Third Party's Properties, (c) You will not disclose Third Party's Customer Data to any other party without the Third Party's consent, and (d) the risk of, and all liabilities that may arise from, use of the Service by the Third Party rest entirely with You and the Third Party, indemnifying, holding harmless and defending Autoscores in the terms expresed in clause eight (8) and ten (10) in any case.
10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF AUTOSCORES AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING IN ANY WAY OUT OF THE SERVICE, ITS USE OR DISPOSITION, OR OTHERWISE UNDER THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY YOU BY VIRTUE OF THIS AGREEMENT.
10.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AUTOSCORES NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS, WILL BE LIABLE, UNDER ANY CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, FOR ANY SPECIAL, PUNITIVE, MULTIPLE, INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES, OR FOR DAMAGES RELATING TO LOSS OF OR DAMAGE TO DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE, OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT AUTOSCORES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AUTOSCORES NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS, WILL BE LIABLE, UNDER ANY CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, FOR ANY SPECIAL, PUNITIVE, MULTIPLE, INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES, OR FOR DAMAGES RELATING TO LOSS OF OR DAMAGE TO DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE, OR IMPAIRMENT OF OTHER ASSETS, DERIVED FROM ANY KIND OF INTERFERENCE, CONFLICT, OBSTRUCTION, INTRUSION, INTERVENTION, INVASION, BLOCKAGE, STOPPAGE OR TAMPERING OF YOUR PROPERTY, THIRD PARTIES’ PROPERTIES OR YOURS VISITORS’ PROPERTIES, DIRECTLY OR INDIRECTLY RELATED TO THE PERFORMANCE OF THE SERVICE.
10.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AUTOSCORES NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS, WILL BE LIABLE, UNDER ANY CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, FOR ANY SPECIAL, PUNITIVE, MULTIPLE, INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES, OR FOR DAMAGES RELATING TO LOSS OF OR DAMAGE TO DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE, OR IMPAIRMENT OF OTHER ASSETS, DERIVED FROM YOUR BUSINESS PERFORMACE AND/OR THAT OF YOUR AFFILIATES, LICENSORS, OR SUPPLIERS, BASED ON BUSINESS DECISIONS FOUNDED ON THE INFORMATION AVAILABLE IN OR EXTRACTED FROM THE SERVICES, OR THE PREDICTIONS OR FORECASTS INCLUDED ON THE REPORTS.
10.5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS-IS" BASIS, WITHOUT WARRANTY OF ANY KIND, AND AUTOSCORES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE RISK OF, AND ALL LIABILITIES THAT MAY ARISE FROM, USE OF THE SERVICE REST ENTIRELY WITH EVALUATOR.
10.6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF EVALUATOR AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING IN ANY WAY OUT OF THE SERVICE, THEIR USE OR DISPOSITION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE THE VALUE PAID BY YOU TO AUTOSCORES FOR THE LAST YEAR OF SERVICE.
The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of Autoscores. All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by Autoscores and its licensors without restriction, including, Autoscores's right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Autoscores; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Autoscores other than in the name of Autoscores; or (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.
Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Autoscores will stop providing, and You will stop accessing the Service; and You will delete all copies of the ASTC from all Properties and certify thereto in writing to Autoscores within 3 business days of such termination. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full and (c) all of Your historical Report data will no longer be available to You.
Autoscores may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Autoscores will post notice of modifications to these terms at www.autoscores.com/terms or policies referenced in these terms at the applicable URL for such policies. Changes will not apply retroactively and will become effective no sooner than thirty (30) days after they are posted. If You do not agree to the modified terms for the Service, You should discontinue Your use Autoscores. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Autoscores, (ii) You accept updated terms online, or (iii) You continue to use the Service after Autoscores has posted updates to the Agreement or to any policy governing the Service.
Autoscores will be excused from performance in this Agreement to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between You and Autoscores concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement will be governed by and construed under the laws of Spain without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Spanish law, rules, and regulations, Spanish law, rules and regulations will prevail and govern. Each party expressly waives any privilege which may apply to them according to law and subject themselves to the jurisdiction of the Courts of Madrid, unless otherwise required by applicable law. Any notices to Autoscores must be sent to: Autoscores S.L.., Carretera de la Coruña salida KM 18, Las Rozas, 28232, Madrid, SPAIN, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights in this Agreement without Autoscores's prior written consent, and any such attempt is void. The relationship between Autoscores and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 1, 4, 5, 6 (except the last two sentences), 7, 8, 9, 10, 11, 12 and 14.