CARBONGA END USER TERMS AND CONDITIONS OF USE & LICENSE AGREEMENT
(rev. April 8th, 2016)
CARBONGA END USER TERMS AND CONDITIONS OF USE & LICENSE AGREEMENT
(rev. April 8th, 2016)
These terms and conditions of service represent the agreement ("Agreement") between you and Speedemissions, Inc. or its successors and assigns ("Speedemissions") with respect to Carbonga. All references herein to "you" and "your" means you, your employees, agents, and contractors, and any other entity on whose behalf you accept these terms and conditions, all of whom shall also be bound by this Agreement.
Carefully read these terms and conditions of service before you start and use Speedemissions, Inc.'s Carbonga Application ("Carbonga-SRI") on your wireless device. Your use of Carbonga means that you have accepted these terms and conditions of use. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT INSTALL OR OTHERWISE USE CARBONGA.
Speedemissions may revise these terms and conditions at any time, with or without prior notice. We suggest that you visit carbonga.com, from time to time, for the most recent description of Carbonga and to review the then-current Carbonga Terms and Conditions of Use.
Carbonga uses source code and other data licensed to Speedemissions by third parties for the benefit of you and other end users. Compatible device or hardware required.
2. CARBONGA'S APPLICATION & SERVICES
Carbonga allows you to obtain, via your wireless device, vehicle information through our server. Standard data charges may apply while downloading and using Carbonga, depending on your cellular service plan. Carbonga is for your internal business and personal use and is not for resale or other transfer or disposition to any other person or entity.
3. FEES AND PAYMENTS
You agree to pay all fees charged to use Carbonga (including applicable taxes), including but not limited to, your Apple and iTunes charges as well as any cellular data and roaming fees.
4. SAFE AND LEGAL USE
You agree to strictly comply with the following when using Carbonga:
Do not attempt to use Carbonga while driving your motor vehicle or while your motor vehicle is in motion in any capacity.
Do not use Carbonga for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this Agreement.
Carbonga does not replace or modify federal, state, NHTSA, or manufacturer safety vehicle recalls or TSB (Technical Service Bulletins) notifications.
Speedemissions reserves the right to terminate your license and access to Carbonga at any time for any reason or no reason, without notice to you. You may terminate Carbonga at any time by removing the Carbobga software from your device. Upon any termination of Carbonga by either party, Speedemissions shall have no liability to you or any further obligations under this Agreement.
6. USER ACCOUNT SET-UP
7. END-USER SOFTWARE LICENSE
Subject to your on-going and continuing compliance with this Agreement, Speedemissions hereby grants to you a personal, revocable, non-exclusive, non-transferable license to: (i) download or copy Carbonga software onto one (1) wireless device, and (ii) use Carbonga software on such wireless device in order to access and use Carbonga.
This license shall terminate upon any termination of this Agreement, or upon any suspension, termination or cancellation of your access to Carbonga.
Except for the limited license expressly granted herein, as between you and Speedemissions, Speedemissions or its licensors, as the case may be, shall own all right, title and interest in and to Carbonga software, including without limitation all intellectual property rights therein.
You agree not to do any of the following:
1) Reverse engineer, decompile, disassemble, translate, modify, alter or otherwise change Carbonga software, or any part thereof.
2) Attempt to derive the source code, audio library or structure of Carbonga software without the prior express written consent of Speedemissions.
3) Remove from Carbonga software, or alter, any of Speedemissions's or its suppliers' trademarks, trade names, logos, patent or copyright notices, or other notices or markings.
4) Distribute, sublicense or otherwise transfer Carbonga software to others.
The Carbonga software originates in the United States, and is subject to United States export laws and regulations. The Carbonga software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, Carbonga software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of Carbonga and related software.
8. DISCLAIMERS AND OTHER LIMITATIONS AND QUALIFICATIONS
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IN NO EVENT WILL HOLD SPEEDEMISSIONS OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, ASSIGNEES, SUBSIDIARIES, AFFILIATED COMPANIES, AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES OF EACH BE LIABLE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE ON THE INFORMATION PROVIDED BY CARBONGA OR RELATED SOFTWARE. YOU ARE RESPONSIBLE FOR THE ENTIRE RISK ARISING OUT OF YOUR USE OF CARBONGA AND RELATED SOFTWARE.
CARBONGA AND RELATED SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. SPEEDEMISSIONS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
APPLICABLE LAW MAY NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO ONE OR MORE OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
THE CARBONGA SOFTWARE IS DOWNLOADED TO YOUR WIRELESS DEVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR WIRELESS DEVICE, OR LOSS OF DATA, THAT RESULTS FROM THE DOWNLOAD OF SUCH SOFTWARE.
SPEEDEMISSIONS EMPLOYS COMMERCIALLY REASONABLE TECHNOLOGICAL AND OPERATIONAL SECURITY POLICIES AND PROCEDURES TO PROTECT YOUR INFORMATION FROM LOSS, MISUSE, ALTERATION, OR UNINTENTIONAL DESTRUCTION, BUT SPEEDEMISSIONS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SECURITY OF CARBONGA OR THE TRANSMISSION OF DATA OR INFORMATION TO AND FROM YOUR WIRELESS DEVICE. SPEEDEMISSIONS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE IN THE EVENT OF ANY UNAUTHORIZED INFILTRATION OF ANY OF ITS SYSTEMS.
SPEEDEMISSIONS DOES NOT REPRESENT OR WARRANT THAT CARBONGA OR RELATED SOFTWARE WILL NOT INFRINGE ON THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
SPEEDEMISSIONS DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF CARBONGA WILL BE UNINTERRUPTED OR ERROR-FREE. SPEEDEMISSIONS WILL EXERCISE REASONABLE EFFORTS TO ATTEMPT TO LIMIT OR PREVENT SUCH OCCURRENCES, BUT IN NO EVENT WILL SPEEDEMISSIONS BE LIABLE FOR ANY FINANCIAL OR OTHER DAMAGES DUE TO SUCH INTERRUPTIONS, EVEN IF IT WAS ADVISED OF OR HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
9. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL SPEEDEMISSIONS, AND ITS LICENSORS, SUPPLIERS, ASSIGNEES, SUBSIDIARIES, AFFILIATED COMPANIES, AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES OF EACH OF THEM BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS, INJURY, OR DAMAGES (INCLUDING BUT NOT LIMITED TO ANY COMPENSATORY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THE USE BY YOU OR ANYONE ELSE OF CARBONGA OR RELATED SOFTWARE, ANY DEFECTS IN CARBONGA OR RELATED SOFTWARE, OR ANY BREACH OF THIS AGREEMENT, EVEN IF SPEEDEMISSIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, SPEEDEMISSIONS'S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00.
To the extent permitted by applicable law, you agree to indemnify, defend and hold Speedemissions and its licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, agents and representatives of each of them, free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney's fees, arising out of or in connection with your use of Carbonga or related software or your violation of the terms of this Agreement. Speedemissions reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
This Agreement constitutes the entire agreement between Speedemissions (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.
This Agreement shall be governed by the laws of the State of Georgia, USA, without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Georgia and the United States of America for any and all disputes, claims and actions arising from or in connection with this Agreement or the services and software provided to you hereunder.
Failure to require performance of any provision shall not affect any party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
If any provision herein is held unenforceable, then such provision will be modified to reflect the intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
By using Carbonga, you consent to receive from Speedemissions all communications, including notices, agreements, legally required disclosures or other information in connection with Carbonga (collectively, "Notices") electronically. Speedemissions may provide such Notices by posting them on Speedemissions's website, by sending e-mails, or by downloading such Notices to your wireless device. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of Carbonga.