AutoPoint CPO Terms & Conditions of Use

Legal Agreements

Each of the agreements listed below represent the current terms and conditions associated with the use of this service. These terms are subject to change at any time.

Definitions

This Online Service includes a Desktop software product (the “AutoPoint CPO Desktop Online Service”), Open Source Software components and Third Party Interface components. This Online Service also includes additional modules (“Additional Modules”) that may be used in conjunction with the AutoPoint CPO Desktop Online Service, subject to the acceptance of any applicable additional license terms. The AutoPoint CPO Desktop Online Service enables you to view information from a variety of sources (“Information Providers”) on a single personal computer. Herein, the AutoPoint CPO Desktop Online Service, associated media, printed materials, online or electronic documentation, the additional modules, components, interfaces and information are collectively referred to as the “Online Service”.

“Open Source Software” means various open source software components licensed under the terms of applicable open source license agreements included in the materials relating to such software.

Disclaimer

The information contained in this interactive Online Service is compiled from a variety of Information Providers. Neither AutoPoint, Inc. and its affiliates ("AutoPoint") nor any Information Provider shall be responsible for information or functionality provided herein under any theory of liability or indemnity. Liability of AutoPoint or Information Providers, if any, for damages (including, without limitation, liability arising out of contract, negligence, strict liability, tort or patent or copyright infringement) shall not exceed the fees paid by the user for the particular information, service or functionality provided. In no event shall AutoPoint or any Information Provider be liable for any damages other than the amount referred to above, and all other damages, direct or indirect, special, incidental, consequential or punitive, are hereby excluded even if AutoPoint or the Information Provider has been advised of the possibility of such damages. Neither AutoPoint nor any Information Provider shall be responsible for any statements or materials posted in chat rooms, discussion boards, forums or other communities on the Online Service under any theory of liability or indemnity.

 Information and functionality accessed through this Online Service is provided "AS IS" and without warranty, express or implied. All implied warranties of merchantability and fitness for a particular use or purpose are hereby excluded. AutoPoint and Information Providers make no warranty as to the reliability, accuracy, timeliness, usefulness or completeness of the information. AutoPoint and Information Providers cannot and do not warrant against human or machine errors, omissions, delays, interruptions or losses, including loss of data, damage to hardware, vehicle on-board computers or any other mechanical instrument. AutoPoint and Information Providers cannot and do not guarantee or warrant that files available for downloading from this Online Service will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties.

 Online discussion boards, forums and other communities on this Online Service are not checked for accuracy. The opinions expressed in these forums reflect only the opinions of the individual authors and do not reflect the viewpoint of AutoPoint or any of its Information Providers. The Online Service is not responsible for any statements or materials posted in these forums.

 YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR OWN RISK. AUTOPOINT AND INFORMATION PROVIDERS HAVE NO CONTROL OVER AND ACCEPT NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

Open Source Software

The Open Source Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions. You must review the licenses within the individual packages to understand your rights under them. The licenses can be found at http://www.AutoPoint.com/license/licensing-summary.aspx. Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding license agreements.

Third Party Interfaces

The Online Service provided under this Agreement contains portions of program code owned by third party licensors and such licensors will be entitled to enforce this License as an intended third party beneficiary and the obligations of the licensee cannot be modified or terminated without the written consent of such third party licensors. Licensee shall not disclose any passwords or other security information that are related to the Interface or other software licensed by this License.

ALL LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

In no event will any licensor be liable for indirect, incidental, consequential or exemplary damages arising from use, or inability to use Interface(s), even if the licensor knew of the possibility of such damages.

Terms and Conditions - End User License Agreement

The Online Service is provided by AutoPoint, Inc. (“AutoPoint”), subject to your compliance with the terms and conditions set forth below, including all exhibits hereto and the other information which is available in the registration process and on the Online Service ("Information") and incorporated by reference in this Agreement. This Agreement consists of the Disclaimer set forth above and the terms and conditions set forth below, including all exhibits hereto and the Information.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE ONLINE SERVICE. BY ACCESSING OR USING THE ONLINE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW AND THE DISCLAIMER SET FORTH ABOVE. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS AND CONDITIONS AND DISCLAIMER, YOU MAY NOT ACCESS OR USE THE ONLINE SERVICE. AUTOPOINT MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON EITHER POSTING OF THE MODIFIED AGREEMENT OR NOTIFYING YOU. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE ONLINE SERVICE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Online Service License. By this Agreement, AutoPoint grants to you, subject to the terms of this Agreement, a non-transferable and non-exclusive license to use the Online Service, including any software and documentation, together with all updates, enhancements, modifications, and fixes thereto, which are owned by AutoPoint and/or its Information Providers and other licensors (together with the Information Providers, "Licensors").

You are strictly prohibited from using the Online Service and any Third Party Interface outside the Automotive Industry. When used in this Agreement “Automobile Industry” means the market for: (a) the retail sale of new automobiles, pickups, trucks, vans and other vehicles or new and used automobiles, pickups, trucks, vans and other vehicles, that maintain repair departments and carry stocks of replacement parts, tires, batteries and automotive accessories; or (b) short-term rental of passenger cars and vehicles without drivers; or (c) extended-term leasing of passenger cars without drivers; or (d) the distribution of new automobiles, pickups, trucks, vans and other vehicles or new and used automobiles, pickups, trucks, vans and other vehicles; or (e) the manufacture of new automobiles, pickups, trucks, vans and other vehicles or new and used automobiles, pickups, trucks, vans and other vehicles; or (f) establishments primarily engaged in general automotive repair, the installation, repair, or sale and installation of automotive systems.

2. Equipment. You must provide, at your own cost, all telephone and other equipment and services (including where necessary, telephone service and Internet access service) necessary to access the Online Service. While AutoPoint may facilitate your purchase and maintenance of such equipment, it must be purchased or provided and maintained by you.

3. Operating Policies. You agree to comply with the Operating Policies set forth in Exhibit A which are the rules that govern user activity in connection with the Online Service as they may be amended by AutoPoint from time to time. AutoPoint may remove any communications and materials that AutoPoint believes in its sole discretion to violate the Operating Policies; however AutoPoint does not guarantee that it will remove any or all of such material. Violations of the Operating Policies or other provisions of this Agreement may also result in termination or suspension of your access and your license to use the Online Service.

4. Copyright, Licenses and Idea Submissions. The entire contents of the Online Service are copyrighted as a collective work under the United States and other copyright laws. AutoPoint holds the copyright in the collective work. The collective work includes portions of materials sourced from DaimlerChrysler Corporation, General Motors Corporation and Ford Motor Company and other Information Providers which are the property of AutoPoint's Licensors which are also protected by copyright and other intellectual property laws. No further reproduction or distribution of the DaimlerChrysler Corporation, General Motors Corporation and Ford Motor Company and/or other Information Provider material is allowed without the express written permission of the source Licensor. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material for your own use as long as you are a valid subscriber to the Online Service. Any redistribution, retransmission or publication of any material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from the Online Service.

Any recommended times for repairs described in the information are not based solely upon time studies conducted by the Licensor or a particular third-party. The repairs times are based on time studies of the diagnostic and repair procedures for each vehicle irrespective of manufacture. Accordingly, any recommended repair times specified in this Online Service are designed for aftermarket repairs only.

You agree to grant to AutoPoint a non-exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you submit to public areas of the Online Service (such as chat rooms, discussion boards, forums and other communities) by all means and in any media now known or hereafter developed. You agree that you shall have no recourse against AutoPoint for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us. You also agree that AutoPoint retains the right to use summarized general repair and usage data gathered from the operations of the AutoPoint CPO system which is not attributed to specific dealerships or personal customer information.

5. Review. AutoPoint RESERVES THE RIGHT, BUT IS NOT OBLIGATED, TO REVIEW ALL COMMUNICATIONS AND MATERIALS POSTED OR UPLOADED TO THE ONLINE SERVICE AND TO BLOCK OR REMOVE COMMUNICATIONS OR MATERIALS THAT IT DETERMINES TO BE (A) ABUSIVE, DEFAMATORY, OR OBSCENE, (B) FRAUDULENT, DECEPTIVE, OR MISLEADING, (C) IN VIOLATION OF A COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANOTHER, OR (D) OFFENSIVE, OBJECTIONABLE OR OTHERWISE UNACCEPTABLE TO AutoPoint AT ITS SOLE DISCRETION. ANY MESSAGES, ADVICE, OPINIONS OR OTHER INFORMATION CONTAINED IN ANY DISCUSSION AREA SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE OR INSTRUCTION.

6. Indemnification. You agree to indemnify, defend and hold harmless AutoPoint, its officers, directors, employees, affiliates, agents, suppliers and Licensors (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Online Service using your Online Service account.

7. Third Party Rights. The provisions of Paragraphs 1 (Online Service License), 4 (Copyright, Licenses and Idea Submission) and 6 (Indemnification) are for the benefit of AutoPoint and its officers, directors, employees, affiliates, agents, suppliers and Licensors. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

8. Term; Termination. This Agreement shall commence upon your accessing the Online Service and/or completing any registration process. This Agreement may be terminated by AutoPoint with notice at any time for any reason and may be terminated by you upon notice to AutoPoint at any time for any reason. The provisions of the Disclaimer set forth above and of paragraphs 4 (Copyright, Licenses and Idea Submission), 5 (Review), 6 (Indemnification), 7 (Third Party Rights) and 9 (Miscellaneous) shall survive any termination of this Agreement.

9. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. You agree that any legal action or proceeding between AutoPoint and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Clark County, Nevada. Any cause of action or claim you may have with respect to the Online Service must be commenced within one (1) year after the claim or cause of action arises. AutoPoint's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. AutoPoint may assign its rights and duties under this Agreement to any party at any time without notice to you.

AutoPoint, AutoPoint CPO, Know Your Vehicle, Knowledge Streaming™ and Knowledge Cluster™ are trademarks of AutoPoint, Inc. Other trademarks and service marks appearing on the Online Service may be owned by other parties including third parties not affiliated with AutoPoint.

10. Notice. AutoPoint may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Online Service, or by written communication delivered by first class U.S. mail to your address on record in AutoPoint's account information. You may give notice to AutoPoint at any time via electronic mail to AutoPoint or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:

AutoPoint, Inc. 10808 S River Front Pkwy | Suite 500 South Jordan, UT 84095 Attention: Customer Service

Exhibit A - Operating Policies

These operating policies govern your conduct on the Online Service. Your failure to comply with these policies may result in suspension or termination of your access to the Online Service and depending on the circumstances legal action against you.

1. Requirements. You must be an individual at least 18 years of age to register and or use the Online Service and you must register on the Online Service under your own name. Please inform AutoPoint promptly if there is a change in the information you provided to AutoPoint at the time of registration, including change of address or name.

2. Account Access. If/when you initially register for the Online Service, you may be asked to select (or assigned) a User ID and Password. AutoPoint reserves the right to reject or change any User ID you select for any reason at its sole discretion. AutoPoint will store your User ID and Password on your behalf to help facilitate and expedite access to all Online Services including but not limited to third-party websites and products. This User ID and Password may be used at any time to collect content for future reuse within AutoPoint applications you have rights to use.

3. Online Communications. Your participation in online communications (discussion boards) may be moderated. AutoPoint reserves the right to monitor content on the Online Service (including, without limitation, discussion boards) and to remove content which AutoPoint, in its sole discretion, determines to be abusive, defamatory, obscene, fraudulent, deceptive, misleading, offensive, objectionable or otherwise unacceptable, in violation of the intellectual property right of another or otherwise in violation of these Operating Policies for users of the Online Service ("Members").

4. Members may not post or transmit any message anonymously or under a false name. Members may not permit any other person (other than an agent acting on Member's behalf and subject to Member's supervision) to access the Online Service using Member's account for any purpose.

5. Members may not post or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person. Members may not post or transmit any message, data, image or program which is indecent, obscene or pornographic.

6. Members may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

7. Members may not interfere with other Member's use of the Online Service, including, without limitation, disrupting the normal flow of dialog in a chat room.

8. Members may not post or transmit any file which contains viruses, worms, "Trojan horses", or any other contaminating or destructive features.

9. Members may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the Online Service's intent to discourage Members from taking controversial positions or expressing vigorously what may be unpopular views; however, AutoPoint reserves the right to take such action as it deems appropriate in cases where the Online Service is used to disseminate statements which are deeply and widely offensive and/or harmful or otherwise unacceptable.

10. Members may not post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes. Members may not post or transmit any advertising, promotional materials or any other solicitation of other Members to use or purchase goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.

11. Members may not: (a) post a single article to more than five (5) areas of the Online Service; (b) post to any area which is off-topic according to the owner of the area; or (c) send unsolicited mass e-mailings to other Members.

12. Members may not use the facilities and capabilities of the Online Service to conduct any activity or solicit the performance of any activity which is illegal or which infringes on or violates the rights of others.

13. Third Party Interfaces. Qualified End Users of the Online Service are authorized for the operation of the Third Party Interface only with the Online Service and only for each license fee that is paid. They are also authorized to make one copy of the Online Service and Integration Components for backup purposes only, and are prohibited against disassembly, decompilation, reverse engineering or further copying of the Online Service and the Interface.

Privacy Policy

AutoPoint is dedicated to establishing the highest standards for privacy, security, credibility and reliability. We present this policy to give you a clear understanding of how we operate our Online Service and how we handle your personal information.

This privacy policy may be revised periodically. When we make significant changes that affect our collection and use of your personal information or our security practices, we will require a renewed acceptance of this agreement. We recommend you read our privacy policy whenever you are prompted to accept a new version of this agreement in case you missed our notice or have not registered for a service or feature of the Online Service previously.

Registration

You must be a registered subscriber to use the Online Service. Additionally, we may require you to register further information for certain services, including our e-mail subscriptions, discussion boards, specific information tools and other current or planned features. When you use these features, we will clearly disclose what information is required, what information is optional and how that information may be used.

We use information that we gather in aggregate form only. In other words, we combine the information with data collected from other individuals to produce anonymous, aggregated statistical information. We collect and use demographic or repair information in order to improve the content of our Online Service. We also may share this anonymous, aggregated information, which does not identify individuals, with partners, or other third parties. In instances where third parties may receive anonymous, aggregated user information collected on our Online Service, our agreements with the third parties generally provide that the third parties will not use the anonymous, aggregated user information to identify individual users or sell, disclose or provide access to any user information collected on our Online Service that would identify any individual or connect any individual to specific repair data.

AutoPoint will not disclose to third parties any identifying personal information gathered from you during registration for e-mails and discussion boards and other features unless (1) we tell you how your information will be used and you give AutoPoint specific permission to share this information or (2) AutoPoint is required to disclose such information by any applicable law or legal process (like a subpoena or court order). Where we disclose identifying personal information to third parties with your authorization, we will require the recipient to use the information only for the purpose provided.

Security of Information

We commit to use security procedures to protect personal information you submit to us from misuse or unauthorized disclosure. The personal information that you submit to us is stored in our database behind an electronic firewall. You can access your personal information only by using a password. We encourage you to change your password regularly and not to share it with anyone.

Access to the data within AutoPoint is limited to employees who need to maintain the database and who also use passwords for that access, as well as outside vendors who may occasionally assist us in maintaining and improving our hardware and software tools.

AutoPoint makes every effort to safeguard your personal information. However, like other Internet services, we cannot guarantee that it is completely secure from people who might attempt to evade security measures or intercept transmissions over the Internet.

Similarly, we cannot completely ensure the privacy of e-mail communications to and from our Online Service because they are not encrypted and, therefore, not secure. These communications, like most Internet e-mail, could be intercepted without your knowledge and permission, while in transit to or from our Online Service. This includes e-mail you send to us through our various mailboxes, our e-mails for specific information e-mailed from our Online Service to you or others. If you are concerned about your privacy, we suggest that you do not use e-mail to communicate information to us that you consider sensitive.

Privacy Concerns

If you have any concerns about the security or privacy of your personal identifiable information on the Online Service, please contact us at service@AutoPoint.com or send a written notification to:

AutoPoint, Inc. 10808 S River Front Pkwy | Suite 500 South Jordan, UT 84095 Attention: Customer Service

Surveys, Questionnaires and Polls

When you respond to surveys, questionnaires or polls on our Online Service, we may, at times, ask you for demographic information such as your gender or age. This information is collected only as anonymous, aggregated information and is used for statistical purposes. Otherwise, we do not collect or store your personal responses.

Contests

When we run a contest, we may ask for personal information when you enter the contest. If so, we will describe in each instance why we are asking for that personal information and how we plan to use that information.

Children

We will not knowingly allow children under the age of 18 to register on our Online Service for any purpose or to access any features that require registration. If we learn that we inadvertently have collected identifying personal information from a child under the age of 18, we will promptly delete that information from our system.

Leaving AutoPoint

This privacy policy applies only as long as you use the Online Service. Once you terminate the Online Service, we have no control over your privacy or security issues.

Throughout the Online Service, you may see links that can lead you to another site.

Effect of Privacy Policy

This privacy policy is not intended to and does not create any contractual or legal rights in or on behalf of any party.