These Recurrent Subscription Service Terms and Conditions constitute a legal agreement between Recurrent Motors, Inc. (“Recurrent,” “we,” or “us”) and you and contain the terms and conditions by which you may access and use therecurrentauto.com website (the “RecurrentSite”) and the dealer subscription service provided in connection with theRecurrent Site (collectively, the Recurrent Site and dealer subscription service are referred to as the “Service”). By signing an Order Acknowledgement referencing these terms, you (“you” or “Customer”) certify that you have read, understood, and agree to be bound by these Subscription Service Terms and Conditions (this “Agreement” or “Terms”). If the individual accepting this agreement is accepting on behalf of a company or other legal entity, the individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates. If the individual accepting this agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use the Service.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES ALL DISPUTES TO BE RESOLVED ON AN INDIVIDUAL BASIS BEFORE A JUDGE, RATHER THAN THROUGH A JURY TRIAL OR CLASS ACTION (SEE SECTION 12).
1. License Grant. Recurrent grants to Customer, during the Subscription Term (defined below), a limited, revocable, non-exclusive, non-transferable license to access and use the Service and any reports generated by the Service (“Reports”) subject to these Terms, including without limitation the restrictions set forth in Section 2, below.In connection with Customer’s authorized use of the Service, Recurrent grantsCustomer a limited, revocable, non-exclusive, non-transferable license to use the RECURRENT trademark and any Recurrent logo or design made available to Customer by Recurrent (collectively, the “Recurrent Marks”) for display on Customer’s website. Customer shall comply with any trademark usage guidelines provided or made available toCustomer by Recurrent. All use of the Recurrent Marks by Customer shall inure to the sole benefit of Recurrent.
2. Restrictions. Customer agrees not to: (a) use robots, spiders, or data mining or extraction tools or collect or process information from the Service or engage in any web scraping, screen scraping, or other similar practices to access the Service or any information or data accessible from or through the Service, including Reports;(b) use any automated system to access the Service in a manner that sends more request messages to the Recurrent servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (c) copy, distribute, or disclose any part of the Service in any medium, except as expressly permitted hereunder; (d) sell, rent, or license to a third party the Service or any part of the Service, Reports or any information contained within Reports; (e) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (f) upload viruses, worms, or other software agents through the Service; (g) bypass any measures we may use to prevent or restrict access to theService, including without limitation measures intended to prevent or restrict use or copying of any content or enforce limitations on use of the Service; or (h) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service or any software made available to you by Recurrent in connection with your use of the Service.
3. Account. Certain parts of the Service are accessible only to registered account holders.In order to access account-restricted areas of the Service, you will need to use the username and password you have created. You are solely responsible for:(1) authorizing, monitoring, controlling access to and maintaining the confidentiality of your username and password; (2) any charges that may be incurred as a result of any failure to maintain the confidentiality of your username and password; and (3) promptly informing Recurrent if you suspect or become aware that your username and/or password has been compromised or used without authorization. Until Recurrent receives notification from you that your username and/or password has been compromised or used without authorization, you will remain liable for all actions taken in connection with the use of your account.
4. Subscription Term; Termination. The term of Customer’s subscription to the Service begins on acceptance of theseTerms and payment of applicable subscription fees and will continue on a month-to-month basis unless earlier terminated by Customer or Recurrent (the “Subscription Term”). Your subscription to the Service will automatically renew from month-to-month until terminated. Customer may terminate Customer’s subscription by providing notice of termination toRecurrent via email at: sales@recurrentauto.com. Termination will be effective as of the last day of then-current Subscription Term. Recurrent reserves the right to suspend or terminateCustomer’s access to and use of the Service in the event Customer breaches any provision of this Agreement.
5. Fees; Payment. You agree to pay the fees in effect (as set forth on the Recurrent Site) for your subscription at the time you initially subscribe to the Service and upon each renewal of theSubscription Term (the “Subscription Fees”). Subscription Fees for each one-month term will be billed and assessed in advance monthly on the day of the month on which Customer initiated its subscription. Customer remains liable for all Subscription Fees through the effective date of termination. Subscription fees are non-refundable. Customer must provide Recurrent with either a valid, up-to-date credit card or debit card number or such other payment method as Recurrent may agree to accept from time to time. If you are using a debit/credit card, you authorize Recurrent or its third-party payment processor to charge your credit/debit card for all amounts due hereunder on the first day of your initial Subscription Term and upon each renewal. You are responsible for maintaining up-to-date payment information. If Recurrent is unable to charge your payment method for any amounts due hereunder when due because your payment information is not valid or up-to-date, we may, in our sole discretion: (a) suspend your access to the Service; (b) terminate your subscription, in which case your right to use the Service will cease; or (c) without waiving our rights to suspend or terminate your access to the Service, allow you additional time during which to make payment, in which case you will remain responsible for all Subscription Fees incurred while we await receipt of payment. Late payments will incur interest charges at the rate of one and one-half percent (1.5%) per month on any outstanding balance or the maximum amount allowed under applicable law, whichever is less. Subscription Fees do not include any local, state or federal taxes or duties (“Taxes”). Customer is responsible for and shall pay all sales, use and value-added Taxes, and any other similar Taxes and charges of any kind imposed by any governmental entity with respect to the Service or any of the Subscription Fees payable under thisAgreement, except for taxes based solely on Recurrent’s net income. WhenRecurrent has the legal obligation to pay or collect such taxes, the appropriate amount shall be paid by Customer unless Customer provides Recurrent with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. Customer Vehicle Information. Customer grants to Recurrent a license to access and use data from Customer’s dealership software, website and/or inventory management system (as applicable) pertaining to electric vehicles in Customer’s inventory (“EV Data”). Upon termination of this Agreement, Recurrent may continue to use any EV Data obtained during your Subscription Term.
7. Content; Ownership. As between Recurrent and you, Recurrent retains ownership of the Service and all information, data, materials and content made available on or through the Service, excluding any information, data, materials or content you submit or otherwise make available to Recurrent (“Customer Content”).You acknowledge that the Service contains or uses copyrighted material, trademarks, service marks, database rights, and other proprietary information and that except as expressly set forth in Section 1 of these Terms, nothing in these Terms or your access to or use of the Service grants to you any license or other right with respect to the Service or any trademark, patent, copyright, trade secret or other intellectual property right of Recurrent. As betweenRecurrent and you, you retain ownership of your Customer Content. You grantRecurrent a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of your Customer Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Recurrent’s(and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You represent and warrant that you either (a) own and control all of the rights to the Customer Content that you submit to the Service or make available toRecurrent, or (b) you have all rights necessary to submit the Customer Content to the Service and to grant the rights and license to Customer Content granted by you to Recurrent in this Agreement. Customer grants to Recurrent a non-exclusive, perpetual, royalty-free right to reproduce and display Customer’s name, trademarks, service marks and logos on theRecurrent Site and in Recurrent’s marketing materials.
8. INDEMNIFICATION.CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD RECURRENT HARMLESS FROM ANY AGAINST ANY THIRD PARTY CLAIMS, SUITS, INVESTIGATIONS, DAMAGES OR LOSSES (INCLUDING COSTS, EXPENSES AND ATTORNEY FEES)ASSERTED AGAINST RECURRENT ARISING DIRECTLY OR INDIRECTLY FROM: (A) CUSTOMER’S BREACH OF THIS AGREEMENT; (B) CUSTOMER’S USE OF THE SERVICE OTHER THAN AS EXPRESSLY PERMITTED INTHIS AGREEMENT; AND (C) ANY INFORMATION OR CONTENT PROVIDED OR MADE AVAILABLE TO RECURRENT BY CUSTOMER.
9. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RECURRENT’S ENTIRE LIABILITY FOR ANY BREACH OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH CUSTOMER’SUSE OF OR ACCESS TO THE SERVICE SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEES CUSTOMER HAS PAID TO RECURRENT FOR CUSTOMER’S ACCESS TO AND USE OF THE SERVICE. IN NO EVENT SHALL RECURRENT HAVE ANY LIABILITY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF TIME, AND LOST PROFITS OR REVENUE) IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S ACCESS TO OR USE OFTHE SERVICE.
10. WARRANTY DISCLAIMER. RECURRENT PROVIDES THE SERVICE TO CUSTOMER "AS IS", WITHOUT ANY WARRANTIES OFANY KIND, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RECURRENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RECURRENT DOES NOT GUARANTEE OR ASSURE YOUR ACCESS TO THERE CURRENT SERVICE WILL UNINTERRUPTED, DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY OR ACCURACY OF ANY INFORMATION, DATA, MATERIALS OR CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE, AND SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO MAKE AVAILABLE THE SERVICE. RECURRENT SHALL HAVE NO LIABILITY FOR ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY INFORMATION, DATA, MATERIALS OR CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE.
11. Modification of Terms. Recurrent may modify, revise, supplement, or otherwise amend these Terms at any time. If we modify the Terms during your Subscription Term, we will notify you and the modified Terms will be effective upon the next renewal of the Subscription Term. If you do not agree to the modified Terms, as your exclusive remedy, you may choose to terminate your subscription as set forth in Section 4.
12. Assignment. You may not assign any rights or duties under these Terms without Recurrent’s prior written consent. Recurrent may assign its rights and duties under these Terms at any time and without notice to you.
13. Governing Law; Disputes. These Terms and any disputes between you and Recurrent in connection with these Terms and the Service shall be governed by the internal laws of the State of Washington without regard to its conflict of law provisions. You and Recurrent agree to submit any claims or disputes relating to these Terms and the Service to the personal and exclusive jurisdiction of the state or federal courts located within King County,Washington. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, ANDNOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND RECURRENT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
14. General Terms
14.1. TheseTerms, including all other terms, conditions and policies referenced and incorporated herein, constitute the entire agreement between you and Recurrent and completely replace any prior agreements between you and Recurrent related to the Service.
14.2. You agree that if Recurrent does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Recurrent has the benefit of under any applicable law), this will not be deemed a waiver of any such rights or remedies, and that those rights or remedies will still be available to Recurrent.
14.3. If any provision of these Terms is deemed to be unlawful or unenforceable, that shall not affect the validity and enforceability of the remaining provisions.
14.4. The Service is intended for users located within theUnited States. Recurrent makes no representation that the Service is appropriate or available for use outside of the UnitedStates. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
14.5. Recurrent shall not be held liable or responsible to Customer nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of Recurrent, including without limitation fire, floods, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God, pandemics, or acts (including without limitation rules and orders), omissions or delays in acting by any governmental authority.
14.6. In the event of termination of these Terms for any reason, the following provisions will survive termination: Sections 2, 3, 5, 7, 8, 9, 10, 13 and 14.
