Terms and Conditions
SUBSCRIPTION LICENSE AGREEMENT
This End User License Agreement “EULA” (hereinafter agreement) is entered by and between Autos On Video, a Missouri Limited Liability Company, whose principal place of business is 8651 Hwy N. Suite 116, Lake Saint Louis, MO 63367, (hereinafter AOV) and the Service Subscriber, (hereinafter Client, You or Subscriber). NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES. AOV will provide to Subscriber the selected services on the front of this agreement commencing on the agreed date, during the selected term and service type, by setting up access accounts. The accounts will be provided connection access to AOV, maintained by AOV. This service may use communication through voice, public electronic mail (E-Mail), Telnet, FTP (File Transfer Protocol), and/or other existing or in development services or replacements thereof to which Subscriber is or may be connected and as mutually agreed by Subscriber and AOV. All accounts are subject to Setup Fees, Monthly Service Fees and/or Usage Fees when exceeding the call limits established by each service level, agreed to herein. Selected additional services will be subject to additional fees.
1.2 Unity Works Deliverables. Subscribers that have UWM activated, UWM will create and deliver for each AOV Customer Vin Specific Videos in a format determined exclusively by UWM (“Vin Videos”) that contain: one (1) customized dealer introduction up to fifteen (15) seconds in length that depicts certain attributes about the AOV Customer; a video overview of a specific automobile for sale by the AOV Customer; and one (1) customized dealer outro up to fifteen (15) seconds in length that may include a call to action such as a map showing the location of the AOV Customer. The intro, video overview and outro will be created using content provided by AOV or the AOV customer and will be in a form and format acceptable to UWM and will be substantially in the same form and format as previously provided examples. UWM will provide the AOV Customer a video email library consisting of a portal that includes links to available Vin Videos. Subject to the AOV Customer bearing any third party fees and obtaining any third party consent, UWM will publish Vin Videos to the AOV Customer’s website, Autotrader.com, cars.com, Facebook.com, and Youtube.com.
1.3 Vin Replacement: UWM will provide to AOV Customers a VIN Replacement Service (“VIN Replacement”) that, where available, allows the AOV Customer to replace the UWM produced Vin Videos with videos uploaded by the AOV Customer (“Dealer Walkaround Video”) and publish the Dealer Walk Around Videos to the AOV Customer’s website. The Dealer Walkaround Video must be in a form and format acceptable to UWM.
2. CONNECTION & ACTIVATION. Subscriber is responsible for all physical connect ions and costs to access this service. AOV may, at its sole option and for agreed fees, assist Subscriber in setting up Subscriber’s equipment and software. Client shall activate the service by agreeing to post EULA on activation site.
3. RESTRICTIONS & DEALINGS WITH CUSTOMERS. Subscriber’s correspondence or business dealings with customers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such customers. You agree that AOV (and its authorized affiliates) shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such customers on the Service. You shall cause all communications initiated to your customers through the Service to comply with all applicable laws and regulations, including without limitation those promulgated by the U.S. Federal Trade Commission and the U.S. Federal Communications Commission in connection with telemarketing and the prevention of unwanted phone calls. You shall be solely responsible for ensuring that your customers are adults who are competent to engage in commercial transactions with you.
3.1 Subscribers that have SMS and MMS activated in the AOV Pro App, shall not use the Company Products in violation of consumer protection laws/regulations as applicable to your country/region, including, without limitation, the United States" Telephone Consumer Protection Act (TCPA) 47 USC 227 (as amended) and Canada’s Anti-SPAM Legislation (S.C. 2010, c. 23) (as amended).” Company reserves the right to immediately terminate service or access to the AOV/Pro App and/or Subscribers user account in the event Company received notice of Subscriber violating the TCPA, S.C. 2010, c. 23 or any other applicable law or protocol.
4. BROADCAST PROCEEDURES. AOV will send an email with a username and password as well as a specific URL to Subscriber email address within a reasonable period of time after delivery of the Product. Subscriber will also need to have an iTunes account for updates and product enhancements. Inventory Broadcasts are provided through non-password protected links to subscriber’s website and other authorized websites and will be available for the period of time that it is reasonably determined that the product is available for sale.
4.1 LICENSE. Subscriber grants AOV a royalty free, non-exclusive worldwide license under the copyrights in the Customer Content to reproduce, modify, distribute and publicly perform the Subscriber Inventory and Video Content through the AOV System. Subscriber agrees that Subscriber has all of the necessary rights from third parties to grant the license set forth above. Subscriber represents and warrants that the Subscriber content (a) does not infringe on the patent, trade secret, trademark, copyright or other proprietary rights of any third party unless Subscriber has written permission to do so (b) is not unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; and (c) does not contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Subscriber agrees to comply with all Subscriber Content requirements stated herein, as well as all use policies contained on the web site autosonvideo.com, said policies being incorporated herein and made a part of this Agreement. Subscriber agrees to defend, indemnify and hold AOV (and its authorized affiliates) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Subscriber Content that Subscriber submits, transmits or otherwise makes available through the AOV (and its authorized affiliates) System, Subscriber’s use of the AOV (and its authorized affiliates) System, Subscriber’s violation of the obligations in Article 6 or Subscriber’s violation of any rights of a third party.
4.2 OWNERSHIP OF MATERIALS AOV will retain all rights, title, interest and ownership of all programming code and video content made available to the SUBSCRIBER by AOV. SUBCRIBER is hereby an authorized licensee of AOV for the limited purposes above, but AOV maintains all right, title and interest in and to its proprietary content and technology for providing such video related services. The Subscriber grants AOV a non- exclusive, royalty-free license to use, reproduce, re-use, alter, modify, edit, repurpose or change any and all video or photographic materials provided to AOV in connection with this Agreement (hereinafter, “Subscriber Content”) including manufacturer video footage made available to the subscriber.
4.3 USER MOBILE DEVICE MANAGEMENT. It is the subscriber’s responsibility to notify AOV via confirmed receipt email delivery, of any user that should be deactivated from subscriber’s AOV video product account due to employment termination or any other cause that requires user’s device to be deactivated.
5. TERM. Subject to the terms and conditions of this Agreement and during the Term, AOV grants to Subscriber a personal, non-transferable, non-exclusive, limited license to use the Software provided with or embedded within the Product(s), in object code form only for internal use only for the operation of the Product(s) that Customer has purchased from AOV.
5.1 LICENSE RESTRICTIONS SUBSCRIBER. shall not (i) modify, translate, reverse engineer, decompile, disassemble the Product or otherwise attempt to discover the source code of all or any portion of the embedded Software (except to the extent that this restriction is expressly prohibited by law); (ii) allow other vendors, or competitors to modify, translate, reverse engineer, decompile, disassemble the Product or otherwise attempt to discover the source code of all or any portion of the embedded Software (except to the extent that this restriction is expressly prohibited by law); (iii) modify, translate or create derivative works of all or any portion of the embedded Software; (iv) copy the embedded Software (other than a single copy solely for back-up or archival purposes); or (v) rent, lease, sell, offer to sell, distribute, or otherwise transfer rights to the embedded Software except as expressly authorized in this Agreement. Subscriber will take all reasonable and lawful precautions to protect the software, programs, hardware and equipment from access by unauthorized persons. Each employee must have their own dedicated login account with full name, email address, title, and contact number and employees are prohibited to use other employees’ credentials to access the Product. If subscriber requires access to the Product by a third-party, subscriber must identify the third party and request third party access from AOV. Upon approval of the third-party request, AOV will create credentials with restrictive access to the AOV product for the third party. Subscriber will ensure special care will be taken to prevent access or provide access from any competitor or potential competitor of AOV or any of AOV’S affiliates or partners
6. INDEMNIFY. Subscriber assumes full responsibility concerning the use of any messages, whether written, graphic, sound, video or any other form, used in any transmission. Subscriber agrees to release, indemnify and hold AOV (and its authorized affiliates) harmless from any claims, loss, damage or liability arising from the use of services purchased under this agreement. Subscriber agrees to pay for all attorney fees, court costs and other costs that may arise from Subscriber’s activities using this service and in connection with this indemnity. Subscriber acknowledges and agrees that AOV exercises no control whatsoever of any content or transmission through the Internet or any other data transfer means and agrees and discharges AOV from any claims of injury or liability from accessing any communication environments and/or arising from this service.
7. RISK. Use of this service and any information transmitted or obtained from or through this service is at the Subscriber’s risk. AOV (and its authorized affiliates) is not responsible for content, accuracy, quality, and actions or otherwise taken in response to the information usage through its services.
8. NO WARRANTIES. AOV makes no representation or warranty, of any kind, expressed or implied, for its services. AOV does not warrant any connection to, transmission over, or the result of any use of any network connection. AOV (and its authorized affiliates) assumes no responsibility for any damage or loss, or expense suffered by Subscriber or its clients, customers, patients, associates or employees, including but not limited to loss of data, delays, non-deliveries, missed deliveries, interpretation of messages, or service interruption caused by AOV or Subscriber, error, omission or negligence. The parties agree that any liability for any reason derived from this service may not exceed one month’s subscription fee at the service level in effect at the time of the claim.
9. FEES & PAYMENT. Any trips made to the dealership for initial installation and training visit will be billed separately. Payment transaction will be processed by credit card only. Upon acceptance of order and approval of credit, payment will be arranged on a monthly basis. Monthly subscription to the software requires payment.  Month payment in advance by major credit card defined and accepted on the cover page of these Standard Terms and Conditions. At the end of the initial term thirty (30) days from the date of these Standard Terms and Conditions, this agreement shall remain in effect on a 30 day Service Term (30 days) and shall be automatically renewed for another equal term unless canceled by either party by written notification to the other party, at least 30 days before its termination. Licensee remains responsible for payment of the full 30 Days of the license without regard to use or lack thereof.
10. VIDEO STORAGE. Autos On Video (AOV Pro) inventory merchandising video will be electronically stored up to one (1) year unless vehicle is sold. (VLR) Video Lead Responder video will electronically store video for up to three (3) months unless video is deleted. Service Repair video will electronically store video for six months (6) months unless video is deleted by subscriber.
11. NOTICES. All notices shall be considered delivered when posted to either party to e-Mail, transmitted by fax, or sent by registered mail.
12. ARBITRATION. The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this contract, including the validly of this arbitration clause, shall be resolved by binding arbitration of the matter in St. Louis County, Missouri by the American Arbitration Association, under the Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as judgment in any court of competent jurisdiction.
13. ENTIRE AGREEMENT. This Agreement contains the entire SERVICE agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written, except the End User License Agreement which becomes effective with the start of access to the AOV engine and subscriber agrees to in its entirety and shall prevail upon the terms herein when in conflict with the EULA. This Agreement may not be amended unless in writing by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
15. CAUSES BEYOND CONTROL Neither AOV nor its agents or authorized affiliates will be in breach of this agreement when for causes beyond its control AOV is unable to perform, in whole or in part, any of its obligations under this agreement. Such causes shall include, but not be limited to, labor disputes, government regulations or controls, fire, flood, or other casualty, inability to maintain its services, technical failure, economic conditions, acts of God, insurrection, or any other cause not within reasonable control of AOV