Terms of Use

END-USER AGREEMENT

ATTENTION DATABASE USERS: READ THIS CONTRACT VERY CAREFULLY. IT LIMITS YOUR RIGHTS TO USE THE WEBSITE, THE DATABASE AND THE DATA CONTAINED THEREIN AND LIMITS OUR LIABILITIES. BY CLICKING ON THE BUTTON READING “I ACCEPT” BELOW AND THEREBY OBTAINING ACCESS TO THE DATABASE AND THE DATA CONTAINED THEREIN, YOU ACKNOWLEDGE THAT YOU READ THIS ENTIRE AGREEMENT, THAT YOU UNDERSTAND EACH AND EVERY ONE OF ITS TERMS, THAT YOU AGREE TO AND INTEND TO BE LEGALLY BOUND BY AND ARE EXPRESSING YOUR AGREEMENT WITH, THIS CONTRACT AND EACH AND EVERY ONE OF THE TERMS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THE FOREGOING, TO THE REMAINDER OF THIS AGREEMENT AND TO EACH AND EVERY ONE OF THE TERMS SET FORTH IN THIS CONTRACT, DO NOT CLICK THE BUTTON READING “I ACCEPT” AND DO NOT USE THE DATABASE.

  1. Definitions. When used in this End-User Agreement (this “Contract” or this “Agreement”), the following terms have the meanings set forth below:
    1. “You” or “Your” or the “User” means and / or refers to you, the single natural human being user of the Database and the Data, and not any association, company, corporation, business or group of individuals; and
    2. “We” or “Us” or “Our” or the “Company” means MotoLogic, Inc., a Delaware corporation; and
    3. “Database” means the entire set of Data contained on the Website; and
    4. “Data” means the information, directions, recommendations, and instructions, both narrative and graphical, with regard to vehicle repair, maintenance, Service and work contained on the Website; and
    5. “Website” means the entire World Wide Web internet site accessible at WWW.MOTOLOGIC.COM and
    6. “License” means the limited, non-exclusive, revocable and terminable license granted by Us to You pursuant to this Agreement and the Subscription Agreement to access the Database and the Website for the sole and limited purpose of obtaining the Data and using the same solely for the purpose of performing maintenance and repair on motor vehicles owned by the User or members of the User’s family and not for any commercial or business enterprise;
    7. “Subscription Agreement” means the separate subscription agreement entered into between You and Us granting You access to the Database and the Website; and
    8. “Subscription Fee” means the payment made by or on behalf of the User to or at the direction of the Company with regard to this Subscription Agreement in such amounts as set forth in the Subscription Agreement.
  2. Consideration You acknowledge that Your access and use of the Website, in addition to any Subscription Fee, if any, paid by You constitutes full and legally sufficient consideration for this Agreement.
  3. Grant of License. Subject to the terms and conditions set forth in this Agreement or the Subscription Agreement, the Company hereby grants to the User, and only to the User, the License subject to the automatic revocation and termination thereof if, inter alia, You breach this Agreement or any of the terms hereof or if any of Your representations, warranties or certifications set forth in this Agreement are, or become, false or misleading in any manner or form whatsoever, or non-payment of the Subscription Fee.
  4. Revocable License. Notwithstanding anything to the contrary set forth in this Agreement or elsewhere, You acknowledge that the Company may revoke the License and use of the Website if, in the sole discretion of the Company, You breach this Agreement in any manner or form whatsoever including, without limitation, if any of the representations or warranties made by You to the Company are, or become, false or misleading in any manner or form whatsoever or as otherwise set forth in this Agreement.
  5. Limitations on Number of Computers; Copies. The User may access the Database from one, and only one, computer terminal at any given time. The Data may be copied and/or pasted from the Database to only one computer (but not, in any event or circumstance to any server or local or wide area network). The Data may be printed by a printer connected to the computer used to access the Website and the Database provided, however, that any Data so printed may not be copied by the User or any other person or entity for any reason whatsoever.
  6. Ownership of Data, Database and Website; Limitations on Use. You acknowledge that the Database, the Data, the Website and any and all related information, computer code and/or program(s) are owned by the Company and that, other than the License, You have no right, title or interest in or to the same whatsoever. The Data, the Database and the Website are valuable trade secrets and may contain Our confidential information. The Data, the Database and the Website are protected by laws including, without limitation, the copyright laws of the United States of America and other countries and by international treaties. You will honor and abide by, and will not, and will not attempt to, alter, modify or obscure the Data and/or any proprietary notices set forth in the Database or on the Website whether directly related to the Data or otherwise. Any rights not expressly granted to You pursuant to this Agreement are expressly reserved to the Company. You may not copy, distribute, rent, lease, loan, modify, create derivative works from, adapt, translate, perform, display, sublicense or transfer the Database, the Data or any portion of the Website without the express prior written consent of the Company, which such consent the Company may withhold in its sole and absolute discretion for any reason or for no reason. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE DATA, THE DATABASE OR THE WEB SITE, OR ANY PORTION THEREOF, TO ANY OTHER LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. Except as maybe expressly permitted by applicable law, You may not reverse engineer, disassemble or decompile the Data, the Database or the Website without the express prior written consent of the Company, which such consent the Company may withhold in its sole and absolute discretion for any reason or for no reason. In order to facilitate Your access to the Database the Company may ask that You select a username and/or password or we may assign to You a username and/or password. Except as may be required by a valid Order of a Court having jurisdiction or by applicable law, You shall keep such username and password confidential and not share the same with any other individual or entity whatsoever without the prior written consent of the Company, which such consent the Company may withhold in its sole and absolute discretion for any reason or for no reason.
  7. AS-IS. You acknowledge that Your access to the Website and the Database and use of the Data are and will be on an as-is basis and that the Company is, and shall be, under no responsibility or obligation whatsoever to provide You with updates of the Data after You access the same. The Company does not, and shall not, warrant, represent or certify that the Data are or will be current or valid for any period of time after the same are accessed by You.
  8. Internet Connection; No Warranty, Representation or Certification. You acknowledge that Your access to the Website, the Database and the Data requires a connection to the Internet through an independent third-party Internet Service Provider. You acknowledge that You have the ability to connect to the Internet through such independent third-party Internet Service Provider and that the Company does not, and shall not, have any obligations or responsibilities whatsoever with regard to such independent third-party Internet Service Provider. You acknowledge that, as a result of Your connection to the Internet and use of the Website, a “cookie” or other means of electronic identification may be placed in Your computer’s memory and that, as a condition to Your use of the Website, You will, and will continue to allow the placement of such cookies or other means of identification. You, and not the Company, are responsible for, and do and shall bear any and all risks associated with, Your connection to the Internet. By way of illustration, and not limitation, of the foregoing You acknowledge that We are not responsible in any manner or form for interruptions to Your Internet Service and/or corruption to Your computer, to data stored on Your computer or any other computer and/or the Data caused in whole or in part by Your Internet connection and/or such Service. Furthermore, You acknowledge that, excepting only the Website, the Company has no control over, and in any and all instances and circumstances whatsoever, is, and shall not be responsible for, the content of or effects of or from Your accessing any website on the Internet.
  9. Collection and Sharing of Information. You acknowledge that the Company may collect such information about You and/or Your use of the Website, the Database and the Data as the Company may deem necessary and/or appropriate. Personally identifiable information will not be given, rented, loaned, or sold to any other third party, unless We are legally required to do so.
  10. Your Representations; Warranties. You represent and warrant to the Company as follows:
    1. You are eighteen (18) years of age or older and You have the legal and mental capacity to enter into this Agreement; and
    2. You possess such prior experience, education and knowledge as are necessary to access the Website and/or the Database and/or to read and comprehend the Data and to perform the particular work on the particular motor vehicle with regard to which You obtain Data from the Database; and
    3. when performing the work for which You obtain Data from the Database You will utilize only such tools and equipment as are reasonably appropriate for the same; and
    4. when performing the work for which You obtain the Data from the Database You will observe any and all safety measures customary to the repair and/or maintenance of motor vehicles including, without limitation, the wearing of safety glasses or goggles and the providing of sufficient light and air circulation; and
    5. You are accessing, and will access, the Website, the Database and the Data solely for Your personal use in connection with Your repair and/or maintenance of a single motor vehicle and not for, or in connection with, any business or enterprise whatsoever regardless of whether You accept or receive compensation or consideration for the same; and
    6. prior to commencing any work with regard to any motor vehicle during which the Data and/or any other information available in the Database and / or on the Web site shall be use or referred to in any manner or form You shall read all Precautions and Notes applicable thereto set forth in the Database and/or on the Website.
  11. DISCLAIMERS OF WARRANTIES. EXCEPT AS MAY BE PROHIBITED OR LIMITED BY APPLICABLE LAW, YOU EXPRESSLY AGREE AND ACKNOWLEDGE AS FOLLOWS:
    1. YOUR USE OF THE DATA, THE DATABASE AND THE WEB SITE IS AT YOUR SOLE AND ABSOLUTE RISK. THE DATA ARE PROVIDED TO YOU BY THE COMPANY WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, RESULTS OR OTHERWISE. IN NO EVENT WHATSOEVER SHALL THE COMPANY OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES CONTRACTORS, AFFILIATES OR LICENSORS BE LIABLE OR RESPONSIBLE FOR OR HAVE ANY OBLIGATION WITH REGARD TO, AND YOU EXPRESSLY RELEASE THE COMPANY FROM ANY RESPONSIBILITY OR LIABILITY ARISING FROM OR RELATED TO, ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION OR THE LIKE), WHETHER IN AN ACTION BASED IN CONTRACT OR TORT, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DATABASE, THE DATA OR THE WEB SITE. IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, THE TOTAL AMOUNT OF OUR LIABILITY TO YOU IN ANY AND ALL CIRCUMSTANCESSHALL BE LIMITED TO THE AMOUNT OF THE SUBSCRIPTION FEE.
    2. PURSUANT TO SECTION 8 OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE COMPANY HAS NO CONTROL OVER THE AVAILABILITY OR CONTENT OF THIRD PARTY INTERNET WEBSITES. THE COMPANY DOES NOT ENDORSE, AND SHALL NOT BE RESPONSIBLE FOR, AND YOU EXPRESSLY RELEASE THE COMPANY FROM ANY RESPONSIBILITY OF LIABILITY ARISING FROM, ANY CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM THIRD PARTY INTERNET WEB SITES. FURTHERMORE, THE COMPANY IS NOT AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR, AND YOU EXPRESSLY RELEASE THE COMPANY FROM ANY RESPONSIBILITY OF LIABILITY ARISING FROM, ANY DAMAGE OR LOSS WHATSOEVER CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF ANY THIRD PARTY INTERNET WEB SITES INCLUDING, WITHOUT LIMITATION, ANY CONTENT, INFORMATION, GOODS OR SERVICES AVAILABLE ON OR THROUGH SUCH THIRD PARTY INTERNET WEB SITES AND/OR THE USE OF THE DATA IN CONJUNCTION WITH SUCH CONTENT, INFORMATION, GOODS OR SERVICES.
  12. Indemnity. You do and shall indemnify, defend (with counsel selected by the Company in the Company’s sole and absolute discretion) and hold harmless the Company, its shareholders, directors, officers, partners, representatives servants, attorneys, predecessors, successors and assigns, agents, employees, contractors, affiliates and licensors from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including attorneys fees, litigation expenses and expert witness fees) arising from or in any manner or form whatsoever related (whether directly or indirectly) to Your use of the Data, the Database and/or the Website (including, without limitation, any viewing or access of the Website without access to the Data or the Database) and/or any breach of this Agreement or its terms by or on behalf of You.
  13. Situs of Transaction; Governing Law; Venue. You acknowledge that the situs of the transaction contemplated by and effectuated by this Agreement is Exton, Pennsylvania and You expressly consent to the in personam jurisdiction of the Courts of the Commonwealth of Pennsylvania. Except as with regard to the Federal law of the United States of America and/or international treaties, this Agreement shall be governed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflicts of laws principles. You expressly acknowledge that venue for any dispute between You and the Company with regard to or in any manner or form related to this Agreement and/or the Data, the Database and/or the Website shall be in the Court of Common Pleas of Chester County, Pennsylvania or, if the jurisdiction of the Federal Courts of the United States of America shall be properly invoked, in the United States District Court for the Eastern District of Pennsylvania.
  14. Banned Exports. You acknowledge that the Data, the Database and the Website may not be shipped, transferred or exported in any manner or form whatsoever to any country or used in any manner or form prohibited by the United States Export Administration Act, 50 Appendix U.S.C.A. ‘ 2401 et seq., or any other export laws, restrictions or regulations. If the Data, the Database and/or the Website are identified as export controlled items under applicable law You represent and warrant to the Company that You are not a citizen of or otherwise located within a nation to which the export of such items is prohibited and that You are not otherwise prohibited from receiving, using or accessing, as applicable, the Data, the Database or the Website.
  15. Restricted Rights. If You are an agency, department or other entity of the government of the United States of America, Your use, duplication, reproduction, release, modification, disclosure or transfer of the Data, the Database and / or the Website, as applicable, is restricted in accordance with Federal Acquisition Regulation (commonly known as FAR) 12.2 12 for civilian agencies and Defense Federal Acquisition Regulation Supplement (commonly known as DFARS) 227.7202 for military agencies. The Data, the Database and the Website are commercial. Your use of the Data, the Database and/or the Website, as applicable, is further restricted in accordance with the terms of this Agreement or any modification.
  16. Term of Agreement. The term of the License and of this Agreement shall commence immediately when You click on the button reading “I ACCEPT” below (the “Commencement”) and shall continue, unless earlier terminated pursuant to this Agreement, until the time or the date, as applicable, (a) that is thirty (30) days from the date of the Commencement or (b) that is one year from the date of the Commencement, in each and every case depending upon the term and Subscription Fee payment that you elect when accessing the Website as more fully set forth at Section 2 of this Agreement and in the Subscription Agreement. The Company may terminate this Agreement at any time for any reason or for no reason whatsoever. Notwithstanding anything to the contrary set forth in this Agreement or elsewhere, this Agreement and the License shall terminate automatically and without any need for notice from the Company if You fail to strictly comply with any term or provision of this Agreement or any of the representations or warranties made by You in this Agreement shall prove to be or shall become false or misleading in any manner or form.
  17. Entire Agreement; Amendment; Assignment. This Agreement contains the entire agreement between You and the Company with regard to the subject matter hereof. This Agreement may not be amended, and no provision hereof may be waived, except by a writing signed by You and the Company. You may not assign, rent, sell, sublicense or transfer this Agreement, the License and/or any of the rights granted herein and/or pursuant to this Agreement without the express prior written consent of the Company, which such consent may be withhold by the Company in its sole and absolute discretion for any reason or for no reason. Any attempted assignment, renting, selling, sublicense or transfer of this Agreement, the License and/or any of the rights granted herein and/or pursuant to this Agreement without the express prior written consent of the Company shall constitute a breach of this Agreement by You. Notwithstanding anything to the contrary set forth in this Agreement or elsewhere, the Company may assign this Agreement to any individual or entity in the sole and absolute discretion of the Company and without any requirement for any approval from You whatsoever. Notwithstanding the foregoing, the terms and conditions of the Subscription Agreement between Company and You is hereby incorporated herein, by reference thereto, and made a part hereof as if fully set forth herein.
  18. Severability. If any provision of this Agreement is found or determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be stricken from this Agreement and the remaining provisions of this Agreement shall remain in force and unaffected by such finding or determination and the portion of this Agreement so stricken shall be replaced by a provision that is valid or enforceable and is as close as possible to the intent of such stricken provision.
  19. Waiver. Notwithstanding anything to the contrary set forth in this Agreement or elsewhere, Our failure or delay in acting with regard to a breach by or on behalf of You of the terms of this Agreement and/or Your obligations hereunder does not and shall not waive, or constitute a waiver of, our right to act with regard to any subsequent or similar breaches.
  20. Force Majeure. Notwithstanding anything to the contrary set forth in this Agreement or elsewhere, the availability of the Data and/or the Company’s providing of or maintaining the Data, the Database and/or the Website shall be subject to the occurrence of any delay or failure to perform resulting from or in any manner or form related (whether directly or indirectly) to any Act of God, Act of War, Act of Terrorism, strike, labor slowdown, material shortage and/or any other event or occurrence beyond the reasonable control of the Company.
  21. Survival. Notwithstanding anything to the contrary set forth in this Agreement or elsewhere, the provisions of Section 9, Section 10, Section 11, Section 12, Section 13, Section 14 and Section 15 of this Agreement shall survive the termination of this Agreement.