RideStyler/Burkson - Terms of Service

This Terms of Service Agreement (the “Agreement”) is an agreement between you (the “User”) and Burkson Technologies, Inc. ("Burkson", "we", or "us"). We provide Users with access to certain Materials (as defined below) to help our customers market their automotive products by providing general and personalized content, hosting services, communication tools, mobile applications, and ecommerce tools and services (collectively, the “Services”) directly and through the website and associated domains of http://www.ridestyler.com (the “Site”). By using the RideStyler in any way you are agreeing to comply with these terms, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Site.

1. What We Own

All material and services available on the Site, and all material and services provided by or through RideStyler/Burkson, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All RideStyler/Burkson trademarks and service marks, logos, slogans and taglines are the property of Burkson. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on RideStyler without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.

2. Rights to Use What We Own

Subject to this Agreement, Burkson hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference provided by Burkson (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.

Your subscription to our services entitles you to one or more User IDs for each account held by you, thereby permitting you access to the Materials on one computer at a time through the Site. You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information. Your failure to do so may result in the cancellation of your account and loss of Services. You further agree (a) not to provide User IDs to anyone who is not your employee, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement.

3. What You Provide to Us

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). Burkson is not responsible for your Content. You hereby grant Burkson a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.

4. Giving Us Access to Other Accounts and Services

Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.

5. Comments and Feedback

Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us (“Comments”) are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.

6. Monitoring What You Provide Us

Burkson may, but has no obligation to, monitor Content uploaded to our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Burkson or its customers, or operate the Services properly. Burkson, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. Copyright Complaint Policy

If you believe any Materials infringe your copyrighted works, please send an email to copyright@burkson.com.

8. Rules

You agree to all of the following:

  1. You hereby certify that you are at least 18 years of age.
  2. You will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date.
  3. You will not use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.
  4. You will not use the Services or Materials if you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department's list of Specially Designated Nationals.
  5. You will not use the Services or Materials to impersonate another person.
  6. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Burkson without our express written permission.
  7. You may not send unsolicited messages (also known as junk mail or SPAM) to promote any content powered by our Services.
  8. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any RideStyler user to access the Services.
  9. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by Burkson.
  10. You will not attempt to or actually override any security component included in or underlying the Materials or Services.
  11. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Burkson’s infrastructure.
  12. You will not publish Content, or links to Content, that is:
    1. Pornographic, sexually explicit, or violent.
    2. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
    3. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
    4. Breaches another’s privacy.
  13. You will not publish Content that is spam, is machine- or randomly-generated, and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).
  14. You verify that your country of residence is the same as your billing address.

Burkson may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If Burkson reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and your financial data erased. We may also report you to law enforcement officials in the appropriate jurisdictions.

9. Fees

  1. You may agree to a one (1) month, twelve (12) month or twenty-four (24) month contract agreement with Burkson.
  2. You can opt to upgrade or downgrade your service agreement to any other contract agreement that Burkson is currently offering for sale at any time during your contract term. In the event of a contract downgrade, your service levels will remain the same for the duration of your currently paid term. No discount will be credited for downgrading or changing services.
  3. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued via your website manager interface or via Burkson's support addresses. Any cancellation issued via your website manager interface must be done at least one (1) day prior to the end of the contract term. Any cancellation not issued via the website manager interface must be done three (3) days prior to the end of the contract term to allow for adequate processing time.
  4. Only Services and features clearly indicated as "free" or "no charge" are free or without charge. It is not the responsibility of Burkson to provide free support for you in the use and operation of RideStyler. All other applications, features, functionality and support provided by Burkson and its partners are provided for the fees described for each service on the Site (“Fees”) and you are liable for such Fees.
  5. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the Trial Period
  6. If you purchase any Services that we offer for a Fee, you agree to Burkson, or our third party service providers, storing your payment card information. You expressly agree that we are authorized to charge you (i) a monthly Fee for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.

10. Termination

  1. Services may be terminated by us, without cause, at any time.
  2. Burkson may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
  3. Services may be terminated by you, without cause, by following the cancellation procedures set forth in Section 10(3).
  4. Notice of termination of Services by Burkson may be sent to the contact e-mail associated with your account. Upon termination, Burkson has the right to delete all data, files, or other information that is stored in your account.

11. DISCLAIMER OF WARRANTY

BURKSON MAKES NO OTHER REPRESENTATIONS OR WARRANTIES; TO THE EXTENT PERMITTED BY LAW, ITS SOFTWARE AND/OR DATA IS PROVIDED "AS IS," AND WITHOUT WARRANTY OR CONDITION, AND ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARE HEREBY EXCLUDED, DISCLAIMED AND WAIVED BY BURKSON. BY WAY OF EXAMPLE ONLY, AND NOT AS A LIMITATION, BURKSON DOES NOT MAKE ANY:

  1. REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF IMFORMATION OR DATA PROVIDED AS PART OF THE SOFTWARE;
  2. WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION OR DATA CONTAINED IN THE SOFTWARE FOR ANY PURPOSE; OR
  3. IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS.

11. LIMITATION OF LIABILITY

WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF BURKSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE BURKSON AND HOLD BURKSON AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGHTHE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

12. EXCLUSIVE REMEDY

IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICES AND THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL BURKSON, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILBALE ON OR THROUGH THE SITE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

13. Termination/Exclusion

We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, Burkson has no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.

14. Indemnification

You agree to indemnify, hold harmless, and defend Burkson and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Services, the Site or the Materials, (ii) your Content, or (iii) any Commercial Products you offer on or through the Site or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.

15. Amendments

We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Site that we have changed this Agreement. If you have a RideStyler account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

We may also, in the future, offer new services and/or features through Site (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this Agreement.

16. Disputes

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of Oregon without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Salem, Oregon, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

17. Privacy

We encourage you to read the Privacy Policy, and to use the information it contains to help you make informed decisions. Please also note that certain information, statements, data and content (such as photographs) which you post to the Site are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge and agree that your submission of such information is voluntary on your part. Further, you acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion Disclosures of user information to third parties are further addressed in the Privacy Policy.

18. Miscellaneous

  1. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
  2. If we fail to enforce any of this Agreement, it will not be considered a waiver.
  3. Any amendment to or waiver of this Agreement must be made in writing and signed by us.
  4. You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
  5. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
  6. This Agreement does not confer any third party beneficiary rights.
  7. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.