End User License Agreement
TERMS & CONDITIONS
CARMD PRO SCAN SUBSCRIPTION AGREEMENT
1. Purchase and Sale of CarMD PRO SCAN Subscription(s)
- End User hereby confirms that the number of Subscriptions, the Term of the Subscriptions and the Subscription Price stated in the T&C’s are correct. End User has provided a valid name, email address and phone number to enable CarMD to contact End User in order to provide account activation and enable access to the Service.
- End User represents and warrants that the authorized representative executing the T&C’s has all necessary authorization to purchase and pay for the Subscription(s) indicated in each of the T&C’s.
- If End User has created a payment profile authorizing credit card and/or ACH payments, End User authorizes CarMD to charge the designated credit card and/or to have End User’s bank deduct Subscription Price payment(s) from such checking/savings account(s), on the payment date(s) and in the amounts indicated on the T&C’s.
- If CarMD is unable to secure funds from End User’s specified debit/credit card(s) or bank for any reason, including, but not limited to, insufficient funds or insufficient or inaccurate information provided by End User, CarMD may undertake further collection action, including application of fees to the extent permitted by law.
- End User agrees to provide, at its own expense, the necessary electric service, wiring, computer equipment and data communication line capability for access to the Service.
- End User may increase the number of Subscriptions at any time by paying, or agreeing to pay by Invoice, such additional Subscription Prices, in which case the existing Term(s) of Use and End User License Agreement shall also apply to such additional Subscriptions and associated vehicles. End User is not permitted to decrease the number of Subscriptions before the expiration of the applicable Term(s) of the Subscriptions.
- Following expiration of the Initial Term, the Terms of Service may automatically renew for successive periods of one (1) month each unless and until either party gives the other party notice of non-renewal at least thirty (30) days prior to the next scheduled renewal date. CarMD may, for each renewal Term, increase or otherwise modify the payment terms to conform to CarMD’s then-current payment terms.
- A late fee may be applied to End User’s CarMD PRO SCAN account if End User’s payment occurs after the due date. Payment cancellation or unsuccessful payment may cause an interruption of the Service and result in additional fees.
- CarMD will send End User an email confirmation of End User’s Subscription payment(s).
2. Payment for the Subscription(s).
- Payment Methods. End User shall make Payment for the Subscription(s) by credit card approved by CarMD.
- Payment by Credit Card. On approval of CarMD, End User may make payment for the Subscription(s) by using a credit card approved by CarMD. Upon selecting the payment by credit card option, End User shall provide all information required to be provided on the form. End User authorizes CarMD to charge payments to End User’s designated credit card(s) account(s). Each monthly Subscription Price shall be paid in advance of the period for which the Subscription Price applies. End User hereby represents and warrants that all credit card information End User provides is correct, that the credit card account entered is and shall continue to be a valid account, that End User is a duly authorized user of such account, and that there is available credit in such account sufficient to cover in full all Subscription Price payments at the time any such payment is charged against any such credit card. End User acknowledges and agrees that CarMD reserves the right to add a processing fee of up to three percent (3%) on any payment that End User makes by credit card, which such surcharge shall appear on the electronic invoice as a “credit card surcharge”. End User further agrees to update its credit card information as necessary so that End User’s representations hereunder are, and continue to be, true and accurate. End User acknowledges that CarMD may use third-party providers to process End User’s credit card payments. End User agrees that CarMD is authorized periodically to request and obtain from third-party credit reporting agencies such information about End User’s credit and payment history as may be deemed by CarMD to be necessary in order for CarMD to approve End User’s request to make payments against invoices.
3. Sales/Use Taxes.
End User acknowledges and agrees that it is solely responsible for paying and reporting all federal, state and local sales or use taxes, however designated, levied or based (whether as sales, use, special levy, VAT, or otherwise) on account of the purchase of the Subscriptions, or other use of the Service, by End User (exclusive of taxes based solely on net income derived by CarMD) (herein, “Sales/Use Taxes”). End User agrees to hold CarMD harmless from all claims and liability arising in connection with End User’s failure to report or pay any Sales/Use Taxes. End User acknowledges and agrees that CarMD may calculate and add to End User’s invoice(s) for each payment, such Sales/Use Taxes that CarMD believes to be payable based on the information provided to CarMD by End User. End User agrees to pay in full such Sales/Use Taxes shown on the invoice at the time End User pays the Subscription Price. End User acknowledges that CarMD may withhold and pay (or may use a third-party provider(s) to calculate, withhold and pay) Sales/Use Taxes on End User’s account. If End User believes that End User is not obligated to pay any such Sales/Use Taxes, End User acknowledges and agrees that its sole recourse is to directly contact the relevant tax agency to request a refund or credit. End User shall indemnify CarMD and hold CarMD harmless from any costs, expenses or damages that may result from CarMD’s calculation, withholding or payment of Sales/Use Taxes on End User’s account.
4. Default by End User.
- CarMD may disable or terminate End Users CarMD PRO SCAN account if End User’s payments are late or otherwise overdue. Notwithstanding CarMD’s temporary disabling or termination of End User’s account pursuant to this section, CarMD reserves the right to collect the full Subscription Price in the event of late or overdue payments.
- In the event of early termination of a Subscription, the Services or the Agreement, the End User shall not be entitled to a refund of any Subscription fees that it has paid. If End User terminates the Service or any Subscription prior to the end of any applicable Term(s), all the unpaid portion of the Subscription Price for such term(s) shall be immediately due and payable. End User hereby authorizes CarMD to debit from End User’s account (bank, credit card) the entire amount of any such unpaid Subscription fees.
- c. All remedies of CarMD hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of CarMD to exercise, and no delay in exercising any right or remedy hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise by CarMD of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy. In addition to any amounts claimed or received hereunder, in the event of breach by End User of any payment or other obligations hereunder, CarMD shall be entitled to an award of costs and reasonable attorneys’ fees incurred in successfully prosecuting or defending any legal action brought to enforce any term of this Subscription Agreement.
- In addition to the initial T&C’s, the parties may enter into one or more additional T&C’s, each of which, to be effective, must be in writing and signed or otherwise authenticated by End User. Electronic and fax documents are considered to be in writing for this purpose.
- Any provisions contained in End User’s own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this CarMD PRO SCAN Subscription Agreement.
Description of CarMD PRO SCAN
CarMD is a data solutions company offering a variety of proprietary services to benefit the end business user. Its CarMD PRO SCAN solution offers automotive aftermarket repair solutions and portal services through the use of included hardware to provide advice and expertise to manage aspects of vehicle ownership and driver behavior, including:
- Vehicle Diagnostics
- Most Likely Fix
- Predicted cost of ownership
- Vehicle Maintenance
- TSB’s and Recalls
End User License Agreement
If you do not agree to the terms of this EULA, CarMD and its Affiliates are unwilling to license the use of the Service or the Content to you. In that event, you may not use the Site or install, copy, download or otherwise use the App, the Content or any other portion of the Service.
IF YOU ARE DISSATISFIED WITH CarMD PRO SCAN SERVICE, YOUR SOLE REMEDY IS TO STOP USING CarMD PRO SCAN SERVICE.
The Site includes Content that is protected by copyright, which is and shall remain the property of CarMD, or its Affiliates, as applicable. No Content may be compiled, duplicated, sold, distributed or utilized in any manner not expressly permitted herein without the prior written consent of CarMD.com Corporation, or its Affiliates as applicable. Parties interested in distributing or licensing the Service or Content for other uses should contact CarMD. This EULA applies to any products or services provided by CARMD or its affiliates as part of the Service, or through the site.
BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE PRODUCT OR THE APP, YOU ELECTRONICALLY AGREE ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (IF APPLICABLE) THAT YOU AND SUCH ENTITY ARE LEGALLY BOUND BY, AND YOU ARE BECOMING A PARTY TO THIS EULA AS END USER. YOU ALSO AGREE TO RECEIVE NOTICES, TERMS AND INFORMATION FROM CarMD ELECTRONICALLY.
The CarMD PRO SCAN Site and the Service also contains or provides Content supplied by and/or owned by CarMD or its Affiliates. CarMD or its authorized reseller may have sold or otherwise provided you with a wireless device (“Hardware”) that enables you to access the Site and use the Service and the Content. CarMD provides access to the CarMD SDK of real-life repairs and “check engine” data as well as certain other proprietary information and technology. You acknowledge and agree that if you have a separate agreement or agreements with CarMD relating to your purchase and use of the Hardware, that this EULA does not modify or amend any such Hardware related agreement.
You further acknowledge and agree that Site Content is for informational purposes only, for use in conjunction with a regularly scheduled vehicle maintenance program. The Content is not intended to be a substitute for advice, diagnosis or repair by a qualified professional technician. Always seek the advice of your personal mechanic, dealership or an ASE Certified automotive technician with any questions you may have regarding vehicle maintenance or concerns.
CarMD PRO SCAN and Content made available through the Site are meant to provide a basic overview of probable causes related to electronic and emissions-related systems in your vehicle. Probable cause(s) and probable fix(es) are based on years of historical data compiled by ASE Certified Master Technicians. . Cost estimates may be provided and are based on parts and labor costs broken down by U.S. region. Cost estimates associated with the probable fixes/solutions generally do not include the diagnostic time, which will vary from one repair shop to another.
It is recommended that you not make repairs, nor avoid any service recommended by a qualified technician, solely because of something you read on the Site or a diagnostic trouble code (DTC) you received from any Hardware, App or the Site. This Service should be used as a supplement to a regular automotive maintenance program, which also includes basic mechanical upkeep such as regularly checking your tire pressure, brake pads, belts, oil, fluids, etc.
If you have an automotive emergency, safely pull to the side of the road and call a qualified roadside maintenance service.
1. USE OF CarMD PRO SCAN CONTENTS OR SERVICES
Subject to your continuing compliance with the terms and conditions of this EULA, the Subscription Agreement and all other terms and conditions associated with your use of CarMD PRO SCAN, CarMD.com Corporation (CarMD) hereby grants you a conditional, limited, personal, non-exclusive, and non-transferable license to access the Web Site and to use the Service and Content as defined below. A single registered copy of Content may be installed on a single mobile processing service or on a single computer. THIS IS NOT A CONCURRENT USE LICENSE. You may not share any login information or access credentials to any third party.
2. RESTRICTIONS ON USE
You may not: (i) modify or create any derivative works of Content; (ii) compile, or associated with decompile, disassemble, or reverse engineer, any content, or otherwise attempt to (a) derive the source code, underlying ideas, algorithms, structure or organization of the Content, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in or associated with the Content (except to the extent applicable laws specifically prohibit such restriction), or (c) retrieve, compile, or mine data associated with the Content and which is not presented to you as End User during the normal course of operation and use of the Service; (iii) attempt to access or use the premium features of the Service if you have not paid the applicable fees, or by any manner or method other than using the license key for CarMD PRO SCAN provided by CarMD; (iv) redistribute, encumber, pledge, sell, assign, rent, lease, sublicense, or otherwise transfer any Content or rights thereto, including any registration codes and license keys; (v) use the Service or Content in a timesharing, service bureau, application service provider, or similar business arrangement; or (vi) remove or alter any trademark, trade name, logo, copyright or other proprietary notices, legends, symbols or labels in the Content. The CarMD PRO SCAN-produced skins that are provided with the Service may only be used with CarMD PRO SCAN SERVICE and may not be used with any other software or other third-party product or service.
3. COMPLIANCE WITH APPLICABLE LAWS
You agree that the Service, any mobile device or other Hardware, and any vehicle, operatively associated with the Service will be operated and used in accordance with all Federal, State and local laws, including data privacy laws. You are strictly responsible for knowing and understanding the relevant Federal, State and local laws that apply to your personal use of the Service.
If you breach this EULA, your right to access and use the Service and Content shall terminate immediately and without notice. The respective rights and obligations of CarMD; including its Affiliates, and you under the terms of Sections 2 (“Restrictions on Use”), 3 (“Compliance with Applicable Laws”), 4 (“Termination”), 5 (“Proprietary Rights”), 6 (“Indemnification”),7 (“Disclaimer of warranty for the service”), 8 (“Limitation of Liability”), 10 (“Injunctive Relief”) and 11 (“Miscellaneous”) shall survive expiration or termination of this EULA and you agree to continue to be bound by those terms. Upon termination, you shall destroy all copies of the any Content, and any derivatives thereof that you may have in your possession, custody or control.
5. PROPRIETARY RIGHTS
Title, ownership rights, and intellectual property rights in the Content shall remain in CarMD and/or its Affiliates, licensors and suppliers. You acknowledge their ownership of such intellectual property rights and you agree that you will not take any action to jeopardize, limit or interfere in any manner with CarMD, or its Affiliates’, licensors’ or other suppliers’ ownership of intellectual property rights with respect to the Service and Content. The Content is protected by patents, copyrights and other intellectual property laws and by international treaties. All trademarks and service marks (herein, collectively “trademarks”) used in connection with the Service are owned by CarMD, or its Affiliates, and no license to use any such trademark is provided hereunder. You agree that CarMD may use in any manner and without limitation all comments, suggestions, complaints and other feedback you as End User provide relating to the Service.
You agree to indemnify, hold harmless, and at CarMD’s request, to defend CarMD, and its Affiliates from any and all costs, damages and reasonable attorneys’ fees resulting from any breach by you of this EULA, or any claim that your use of the Service or Content has injured or otherwise violated any right of any third party, or otherwise violates any law.
7. DISCLAIMER OF WARRANTY FOR THE SERVICE
THE SERVICE, THE SITE, THE APP AND THE CONTENET ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATIVES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CARMD, ITS AFFILIATES, LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES THAT THE SERVICE OR ANY CONTENT IS FREE OF DEFECTS, VIRUS FREE, OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS; THAT THE FUNCTIONALITY OF THE SERVICE WILL MEET YOUR REQUIREMENTS; OR THAT ERRORS IN THE SERVICE OR CONTENT WILL BE CORRECTED; THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, RECEIVE OR FIT FOR A PARTICULAR PURPOSE OR THAT THE SERVICE IS NEED; OR NON-INFRINGING, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARMD OR ANY AUTHORIZED REPRESENTATIVE OF CARMD, OR ANY OF ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY CARMD PRO SCAN CONTENT SHALL CREATE ANY WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. CARMD AND ITS AFFILIATES WILLL HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE SERVICE. YOU BEAR THE ENTIRE RISK AS TO QUALITY AND PERFORMANCE AND ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR ARISING IN CONNECTION WITH USE OF THE SERVICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA. NO USE OF THE SERVICE OR ANY CONTENT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARMD OR ITS AFFILIATES BE LIABLE FOR ANY CLAIMS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, OR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, MOBILE DEVICE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF CARMD OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, CARMD, AND ITS AFFILIATES’ ENTIRE COLLECTIVE LIABILITY UNDER OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES PAID BY YOU FOR THIS LICENSE (IF ANY) AND REPLACEMENT OF DEFECTIVE CONTENT OR PROVISION OF A REASONABLY SIMILAR SERVICE, AS DETERMINED AT CARMD’S SOLE DISCRETION, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY DETERMINED TO BE CAUSED BY THE NEGLIGENCE OF CARMD OR ITS AFFILIATES, BUT THEN SOLELY TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. ADDITIONALLY, CARMD AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF: (i) CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH OR USED WITH THE SERVICE AND/OR ANY MATERIAL LINKED TO ANY CONTENT; (ii) THE USE OR OPERATION OFANY THIRD PARTY DONGLE OR OTHER DEVICE TO ACCESS, RETRIEVE, OR COMMUNICATE INFORMATION BETWEEN THE VEHICLE AND THE CARMD PRO SCAN WEBSITE; OR (iii) THE USE OF PLUG-INS OR SKINS DEVELOPED BY THIRD PARTIES AND MADE AVAILABLE ON THE CARMD PRO SCAN WEBSITE FOR USE WITH THE SERVICE; OR (iv) ANY DAMAGE CAUSED BY IMPROPER OR IMPRUDENT USE OF THE SERVICE, ANY DEVICE FOR PROVIDING THE SERVICE OR ANY CONTENT, INCLUDING USE WHILE DRIVING; OR (v) INTERFERENCE OR DAMAGE TO YOUR WIRELESS DEVICES OR ANY OTHER WIRELESS DEVICES OPERATING IN CLOSE PROXIMITY TO YOU.
9. MOBILE DEVICE DATA USAGE
The Service provides access to features and functionality that may use the data connection of your computer or mobile device. Depending on your mobile data plan, you may be charged for data use by your mobile device carrier. While many mobile devices automatically disable data usage when roaming (using your mobile device outside your country or covered area of your carrier) or in other situations, if the data connection is active and you use the Service, it may result in even higher charges. CarMD and its Affiliates are in no way responsible or liable for any and all charges you receive from your data plan provider by using the Service.
10. INJUNCTIVE RELIEF
You acknowledge and agree that, notwithstanding any other provisions of this Agreement, any breach or threatened breach of this EULA by you shall cause CarMD or its Affiliates irreparable damage for which recovery of monetary damages would be inadequate and that CarMD or its Affiliates therefore may obtain timely injunctive relief to protect its rights under this EULA, without the need to post any bond, in addition to any and all other remedies available at law or in equity.
This EULA constitutes the entire agreement between the parties concerning the subject matter hereof, which may only be modified by a written amendment signed by an authorized executive of CarMD. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this EULA should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this EULA if no such modification is possible, and other provisions of this EULA shall remain in full force and effect. A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer by operation of law or otherwise this EULA or any rights or obligations herein. CarMD may assign this EULA to any entity at its sole discretion. This EULA shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. This EULA is the complete statement of the agreement and supersedes any proposal or prior communications between CarMD or any of its Affiliates and you relating to the subject matter of this EULA, and this EULA may only be modified by a written amendment signed by an authorized representatives of both parties.
Patents owned by CarMD, which may be used in connection with CarMD PRO SCAN SERVICE are listed at www.CarMD.com/patents. Except as specifically provided herein, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise the granting of any license or right under any patent, copyright or trademark of CarMD or any of its Affiliates, except as expressly provided herein.
13. MODIFICATIONS, INTERRUPTION OR DISCONTINUATION
CarMD reserves the right in its sole discretion to either modify or discontinue the Service, including any Content, at any time with or without notice to you. We shall not be liable to you or any third party should CarMD exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, and the manner of providing or operating the Service. Any new features that supplement, enhance or otherwise change the then current Service, and your use thereof, shall also be subject to this EULA.
You understand and agree that interruptions of the Service may occur as normal events. You further understand and agree that CarMD and its Affiliates have no control over third-party networks you may access or be required to access in the course of your use of the Service, and therefore, delays and disruption of or by other network transmissions are completely beyond our control.
You understand and agree that CarMD assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings.
Copyright and Trademark Notices
All content, including information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, on the CarMD PRO SCAN website are protected under U.S. and International copyright laws, or Copyright© 2017-2018 CarMD.com Corporation 17352 Von Karman Avenue, Irvine, CA 92614 All rights reserved, or are otherwise owned by CarMD’s Affiliates and protected under applicable laws. Copyright and other intellectual property laws and treaties protect any Hardware, software or Content provided as part of the Service. CarMD and/or its Affiliates own the title, copyright, and other intellectual property rights in the Content and the use thereof. The CarMD PRO SCAN trademark is a registered trademark of Innova Electronics Corporation e. Other names of companies and products mentioned herein may be registered trademarks of their respective owners. Any rights not expressly granted herein are reserved.
Do you have questions or comments regarding this website or our policies? Please contact:
17352 Von Karman Avenue
Irvine, California 92614