-
DESCRIPTION OF TCS PRODUCTS AND SERVICES; DEFINITIONS
Throughout this Agreement, the following descriptions and definitions shall apply. More
detailed information regarding TCS Products and Services can be found at
worktruckcert.com.
-
ADDITIONAL DEFINITIONS
-
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under
common control with the subject entity. “Control,” for purposes of this definition, means direct or
indirect ownership or control of more than 50% of the voting interests of the subject entity
-
"Cert Data" means all data (including without limitation, content and other information) stored, shared,
or otherwise submitted by you or on behalf of you inrelation to your use of the TCS Products and
Services.
-
"Device" means your computer, tablet, smartphone, or any other electronic device.
-
"Documentation" as used in this Agreement means written information (whether contained in
user or technical manuals, training materials, specifications or otherwise)specifically pertaining to the
TCS Products and Services and made available by TCS with the TCS Products and Services in any manner.
-
“Intellectual Property” means any and all of the following in any jurisdiction throughout the world
and all rights in, arising out of, or associated therewith: (a) patents, utility models, and applications
therefor, and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations
and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions
and discoveries, including invention disclosures; (b) all trade secrets, inventions (whether or not
patentable and whether or not reduced to practice), and other rights in know- how and confidential or
proprietary information; (c) all mask works, works of authorship and copyrights, registrations and
applications therefor, and all other rights corresponding thereto (including moral rights), throughout the
world; (d) rights in software (including without limitation APIs, source code, object code, and mark-up
language); (e) rights of publicity, personality, identification, or similar personal orgroup attributes; (f)
trade names, logos, common law trademarks and service marks, trade dress, trademark and service
mark registrations, and applications therefor and any goodwill associated therewith; and (g) any similar,
corresponding, or equivalent rights to any of the foregoing and any other intellectual property or
proprietary rights throughout the world.
-
"Modifications" means additional or modified functionality, updates, enhancements, security
updates and patches, and upgrades to TCS Products and Services (including without limitation TCS
Software), or to remove or terminate the functionality of any TCS Products and Services in accordance
with the termination provisions of this Agreement.
-
"TCS Software" means software and its content, including without limitation all data displayed or
otherwise provided to you within the software that is part of the TCS Products and Services, which are
offered on a software as a service ("SaaS") basis, and all Intellectual Property in or related thereto.
-
“Users” means each individual user or Entity of the TCS Products and Services.
-
GRANT OF LICENSE
-
GRANT OF LICENSE
Conditioned upon compliance with the terms and conditions of this Agreement, TCS grants to you a
nonexclusive and nontransferable license to access and use the TCS Products and Services, subject to
TCS’s termination rights in Section 9, below. Data, except the Cert Data, provided to you through or as a
part of the TCS Products and Services and under the license granted herein shall be considered the
Confidential Information of TCS and its licensors, and may only be used by you for your internal business
operations. The term "internal business operations" includes the use of such data for (1) business
development purposes, such as sales discussions with current or prospective buyers of its products, and
(2) business planning purposes, such as discussions with suppliers regarding production outlooks, but
excludes the sale of such data, or the dissemination of such data for a purpose unrelated to clauses (1)
and (2), above.
-
TITLE AND ADDITIONAL LIMITATIONS AND REPRESENTATIONS
This is a license to access and use the TCS Products and Services, not a transfer of title to the TCS
Products and Services. TCS or its licensors retains ownership of all copies of the TCS Products and
Services as well as all Modifications thereto. You are granted no implied licenses to any other Intellectual
Property rights other than as specifically granted herein. You acknowledge that the TCS Products and
Services contain trade secrets of TCS, its suppliers, or licensors, including but not limited to, the specific
internal design and structure of individual programs and associated interface information, and other
content accessed within the TCS Software. Accordingly, except as otherwise expressly provided under
this Agreement, you shall have no right, and you specifically agree not to: (a) transfer, assign or
sublicense your license to another person or entity, and you acknowledge that any attempted transfer,
assignment, sublicense or use shall be void; (b) make error corrections to, or otherwise modify or adapt,
the TCS Products and Services or create derivative works based upon the TCS Products and Services, or
permit third parties to do the same; (c) reverse engineer or decompile, decrypt, disassemble or
otherwise reduce the TCS Products and Services to human-readable form, except to the extent
otherwise expressly permitted under applicable law notwithstanding this restriction; (d) use or permit
the TCS Products and Services to be used to perform services for third parties, whether on a service
bureau or time sharing basis or otherwise, without the express written authorization of TCS; (e) disclose,
provide, or otherwise make available trade secrets contained within the TCS Products and Services in any
form, to any third party without the prior written consent of TCS; (f) use the TCS Products and Services to
develop any software application or similar products and services; or (g) perform, display, or otherwise
access or use the TCS Products and Services for the benefit of others outside of the scope of license
provided in this Agreement. You acknowledge and agree that TCS reserves the right to remotely prevent
access to and/or use of the TCS Products and Services for any reasons and solely in its discretion,
including without limitation in the event that (i) TCS becomes aware, from you or otherwise, of
unauthorized access or use of the TCS Products and Services by any third party using any User name,
password, or other login credentials of you, or (ii) your violation of any term or condition of this
Agreement. TCS reserves the right to monitor use of TCS Products and Services to determine compliance
with this Agreement. All rights not expressly granted in this Agreement are reserved by TCS. You
represent and warrant that (A) you are the owner or an authorized user of the Device on which the TCS
Products and Services are to be accessed and any Cert Data provided by you in conjunction with the TCS
Products and Services; and (B) you shall use the TCS Products and Services only for lawful purposes, and
will comply at all times with all applicable federal, state, and local laws and regulations applicable to the
use of the same.
-
CERT DATA.
All right, title and interest, if any, in and to the Cert Data remains with the entity specified
by you at sign up; provided that, you hereby grant to TCS a nonexclusive, royalty free, perpetual,
irrevocable, transferable (including without limitation to TCS’s Affiliate, Work Truck Services, Inc.,
sublicensable (through multiple levels), world-wide right and license to the Cert Data and all Intellectual
Property in or related thereto for any and all purposes, including, without limitation, the right to make,
use, distribute, sell, and disclose to third parties (including without limitation, to original equipment
manufacturers, data publication companies, and vehicle marketplaces, copy, modify, display and perform
the respective Cert Data. Any individual inputting Cert Data into the TCS Products and Services hereby
represents and warrants that it has the right to input such Cert Data and grant the license grants set
forth in this Section 2.3. TCS also reserves the right at all times to disclose any information as necessary
to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post
or to remove any Cert Data, in whole or in part, in its sole discretion. Notwithstanding these rights, you
remain solely responsible for the content of your Cert Data. You acknowledge and agree that TCS and its
Affiliates, and the licensees, licensors, successors or assigns of TCS and its Affiliates, do not assume or
have any liability for any action or inaction by it with respect to any Cert Data or any Intellectual Property
in or related thereto.
-
FEEDBACK
You may provide feedback to TCS with respect to the TCS Products and Services.
Notwithstanding any provision of the Agreement to the contrary, TCS may use such feedback for any
purpose without obligation of any kind. You hereby assign to TCS all right, title, and interest in any
feedback you provide to TCS, including all Intellectual Property in or related thereto.
-
ACCESS TO TCS PRODUCTS AND SERVICES
In order to use TCS Products and Services, you must provide all Devices, equipment and software
necessary to use TCS Products and Services that are not a part of the TCS Products and Services,
including, but not limited to, a suitably fast Internet connection and a Device that is in working order
running an operating system and web browser compatible with the TCS Products and Services and that is
suitable for use in connection with the TCS Products and Services. You are responsible for ensuring that
your Device, equipment and/or software do not disturb or interfere with TCS's operations or the
operations of other Users of TCS Products and Services. If any Modification to TCS Products and Services
requires changes in your Device, Internet connection, equipment or software, you must effect these
changes at your own expense.
-
PAYMENT
-
PRICING INFORMATION
Pricing information for TCS Products and Services is provided at
worktruckcert.com (the “Pricing Terms”).
TCS may change the price for the TCS Products and Services from time to time by updating the Pricing
Terms. Such changed price or other pricing term will take effect immediately upon posting of the
changes. Your continued access and use of the TCS Products and Services after an update to the Pricing
Terms constitutes an acceptance of such new pricing terms.
-
PAYMENT TERMS
-
All fees for the TCS Products and Services are due upon purchase or as otherwise set forth in the
Pricing Terms. BY ACCEPTING THIS AGREEMENT AND ACCESSING OR USING TCS PRODUCTS AND
SERVICES, YOU EXPRESSLY AUTHORIZE TCS TO BILL AND COLLECT PAYMENT FROM YOU, IN ACCORDANCE
WITH THE PRICING TERMS, BY ANY PAYMENT METHOD YOU REGISTER WITH TCS INCLUDING, BUT NOT
LIMITED TO, YOUR CREDIT CARD, BANK ACCOUNT, OR ONLINE PAYMENT SYSTEM SUCH AS PAYPAL.
-
If you purchase TCS Products and Services, such fees will be charged by the payment processor
designated by TCS in accordance with the payment method you have chosen for your purchase. If you
are paying by credit or debit card, by designating a card to be billed, you confirm that you are authorized
to make such purchase and that you are the holder of such card (e.g., that the card is issued in your
name). All prices stated on the Pricing Terms are exclusive of any applicable sales taxes and fees and are
subject to change at any time, as set forth in this Agreement. TCS accepts a variety of different payment
methods, so please check the website at worktruckcert.com for the best way for you to pay. It is your
responsibility to maintain proper payment and billing information with TCS. Failure to maintain proper
and up-to-date payment and billing information will result in the termination of the Agreement (which
includes the termination of your license to the TCS Products and Services) in accordance with Section 9
(Termination).
-
ACCOUNT DETAILS AND PASSWORD
You agree to keep all account and password details private and to not share them with anyone else in
order to prevent unauthorized access to your account, your password and other login credentials, and/or
your Cert Data. Your administrator for the TCS Products and Services is responsible for creating and
providing login credentials for all authorized Users, and each individual authorized User. TCS is not liable
for any loss or damage arising from any access to, sharing or use of your account, your password or your
Cert Data, whether at the administrator account level or otherwise. If you believe there has been any
unauthorized access to your account, you must notify TCS immediately at
support@worktruckcert.com.
You are solely responsible for any use of the TCS Products and Services through your account and/or
your password and other login credentials.
-
ADDITIONAL INFORMATION COLLECTED
-
METHOD OF PAYMENT INFORMATION
If you purchase TCS Products and Services, we may collect and store your method of payment for the
TCS Products and Services you have purchased.
-
ACCOUNT CREDENTIALS
Your e-mail address in combination with your password, allows TCS to verify your
identity. TCS AND ITS AFFILIATES, AND THE LICENSEES, LICENSORS, SUCCESSORS AND ASSIGNS OF TCS
AND ITS AFFILATES, EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY LOST, STOLEN, OR DELETED CERT DATA,
INCLUDING WITHOUT LIMITATION ANY CERT DATA DELETED REMOTELY DUE TO THE TERMINATION OF
YOUR LICENSE OR THE COMPROMISE OF YOUR PASSWORD, YOUR ACCOUNT CREDENTIALS OR ACCESS
TO YOUR E-MAIL ACCOUNT.
-
INFORMATION COLLECTED VIA THE INTERNET
TCS Products and Services may be monitored by TCS to verify the status of any right to use the TCS
Products and Services, as well as your compliance with this Agreement and TCS's contractual and
Intellectual Property rights, and your compliance with all applicable laws and regulations.
Various types of information, such as devices used to access the TCS Products and Services and other
information regarding the User may also be tracked by TCS (e.g., the Internet Protocol address and other
log-in information regarding the device, the operating system, and the browser) to identify the Device
and locate where on the Internet that Device is located, as well as your use of the TCS Products and
Services.
-
DEVICE COMPATIBILITY, MODIFICATIONS, DATA USAGE
TCS does not warrant that Modifications or the TCS Products and Services will be compatible with your
Device. In the event your Device is not compatible with any Modification or the TCS Products and
Services, your sole remedy is to terminate this Agreement in accordance with Section 9. You are solely
responsible for any data or usage charges of your mobile or other Internet service providers due to your
use of the TCS Products and Services.
-
PROPRIETARY NOTICES
You agree to maintain and reproduce all copyright, patent, trademark and other proprietary notices on
all copies, in any form, of the TCS Products and Services (which includes the TCS Software) in the same
form and manner that such copyright and other proprietary notices are included on the TCS Products
and Services. Except as expressly authorized in this Agreement, you shall not make any copies or
duplicates of any TCS Products and Services or any portion thereof without the prior written permission
of TCS.
-
TERMINATION
This Agreement shall be effective as of your acceptance of this Agreement (as described in the first
paragraph of this Agreement) and shall continue in effect until terminated as set forth in this Agreement.
TCS may, at its election and in its sole discretion, terminate this Agreement at will (which includes the
termination of your license), at any time upon thirty (30) days’ priornotice to you. TCS may, at its election
and in its sole discretion, terminate this Agreement at will, at any time without notice to you if required
to do so to comply with any federal, state or local law or regulation or if TCS Products and Services are
impacted by third parties upon which the TCS Products and Services depend, such as without limitation
TCS's licensors. TCS specifically reserves the right to terminate this Agreement and your use of TCS
Products and Services, and/or suspend your use of the TCS Products and Services, immediately, without
notice from TCS, if you, or those accessing or using the TCS Products and Services through your account:
(a) fail to comply with any provision of this Agreement; (b) use any TCS Product and Services in a way not
intended by TCS as shown by the Documentation; or (c) abuse the use of TCS Products and Services
including without limitation engage in any DNS attack, attempt to circumvent or exceed security
measures, engage in fraud, violate any federal, state or local laws or regulations, or otherwise engage in
suspicious activities. TCS is further entitled to obtain injunctive relief if your use of the TCS Products and
Services is in violation of any restrictions set forth in this Agreement, including without limitation any
license restrictions.
You may also terminate this Agreement at will, at any time, upon written notice to TCS. Upon
termination of this Agreement for any reason, (i) you shall destroy all copies of the TCS
Software and Documentation in your possession or control and cease accessing and using all
TCS Products and Services, and (ii) TCS may, but is not required to, delete all Cert Data, and
it is your sole responsibility to ensure that you have adequate copes of all Cert Data for your
continued use after termination. The following provisions shall survive any expiration
or termination of this Agreement: preamble and Sections 1, 2.2 (other than the first sentence), 2.3, 2.4
and 4-16; provided, that, the survival of the foregoing provisions shall in no event provide you with a
continuing right to use or access the TCS Products and Services. Expiration or termination of this
Agreement, for any reason, shall not release either party hereto from any obligation or liability, or
deprive either party hereto of any right, accrued prior to the date of such expiration or termination.
-
ALLOCATION OF RISK
You acknowledge and agree that TCS has set its prices and entered into this Agreement in reliance upon
the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an
allocation of risk between the parties (including the risk that a contract remedy may fail of its essential
purpose and cause consequential loss), and that the same form an essential basis of the bargain
between the parties.
-
LIMITED WARRANTY
TCS PRODUCTS AND SERVICES FURNISHED BY TCS AND ACCEPTED BY YOU ARE PROVIDED "AS IS" AND
WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY TCS. TCS DOES NOT WARRANT THAT THE
TCS PRODUCTS AND SERVICES OR ASSOCIATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS, OR
THAT THE OPERATION OF THE TCS PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
TCS PRODUCTS AND SERVICES IS WITH YOU. SOME STATES MAY NOT ALLOW THE DISCLAIMER OF
IMPLIED WARRANTIES OR TO SELL A CONSUMER PRODUCT “AS-IS”, SO THIS EXCLUSION MAY NOT APPLY
TO YOU.
-
LIMITATION OF TCS LIABILITY
IN NO EVENT WILL TCS OR ITS AFFILIATES, OR THE LICENSEES, LICENSORS, SUCCESSORS OR ASSIGNS OF
TCS OR ITS AFFILIATES, BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA (INCLUDING
WITHOUT LIMITATION, CONTENT AND OTHER INFORMATION), UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA (INCLUDING WITHOUT LIMITATION, CONTENT AND
OTHER INFORMATION), LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL OR OTHER SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY TCS PRODUCTS AND SERVICES FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE
ACCESS OR USE THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE
AGGREGATE LIABILITY OF TCS OR ITS AFFILIATES, OR THE LICENSEES, LICENSORS, SUCCESSORS AND
ASSIGNS OF TCS OR ITS AFFILIATES, UPON ANY AND ALL CLAIMS HOWSOEVER ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY TCS PRODUCTS AND SERVICES FURNISHED OR TO BE FURNISHED
UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT YOU HAVE
PAID TO TCS, IF ANY, UNDER THIS AGREEMENT TO ACCESS AND USE THE TCS PRODUCTS AND SERVICES
DURING THE TWELVE (12) MONTHS PRECEDING THE ACTS OR OMISSIONS THAT GAVE RISE TO THE
CLAIM; PROVIDED, THAT, IF SUCH CALCULATION OF MAXIMUM AGGREGATE LIABILITY IS
UNENFORCEABLE UNDER APPLICABLE LAW, THEN THE AGGREGATE LIABILITY SHALL BE ABSOLUTELY
LIMITED TO THE MINIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW. SOME STATES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.
-
INDEMNITY BY YOU
You will, to the fullest extent permitted by law, indemnify TCS, its Affiliates, and the licensees, licensors,
successors and assigns of TCS and its Affiliates, and each of their respective officers, directors,
shareholders, members, parent companies, subsidiaries, employees and agents (collectively, the “TCS
Indemnified Parties”) against and hold the TCS Indemnified Parties harmless from any and all
claims, liabilities, losses, damages, judgments, awards, costs and expenses, including
reasonable expert and attorneys' fees in connection with investigating, defending, and settling
any claim, relating to or arising out of any acts or omissions on the part of you which are a
breach of this Agreement or give rise to claims against TCS Indemnified Parties by third parties
in relation to your accessing or using the TCS Products and Services or your provision of any
Cert Data, excluding any claim to the extent due to the negligent or intentionally wrongful acts
of TCS.
-
DISCLAIMERS BY THIRD PARTY LICENSORS
As a condition to receiving data (including without limitation, content, reports, and other
information) from third-party licensors through or related to TSC Products and Services, you
accept and agree to the disclaimers set forth on EXHIBIT A hereto.
-
CONFIDENTIALITY
It is expected that the parties hereto may disclose to each other, and may have disclosed to each
other prior to entering into this Agreement, certain information which may be considered
confidential and/or trade secret information (“Confidential Information”). Confidential
Information of TCS includes, without limitation the TCS Software. The Cert Data is your
Confidential Information, but is subject to the rights you have granted TCS and its assigns to that Cert Data.
Confidential Information of both parties includes non-public information disclosed by either
party hereto if it is clearly and conspicuously marked as “confidential” or with a similar
designation at time of disclosure; and non-public information disclosed by either party if, by
its nature, would generally be considered by the parties hereto as confidential. Confidential
Information shall not include information which: (a) is or becomes public knowledge through
no fault of the recipient; (b) was in the receiving party’s possession before receipt from the
party providing such Confidential Information; (c) is rightfully received by the receiving party
from a third party without any duty of confidentiality; (d) is disclosed to a third party by the
party providing the Confidential Information without a duty of confidentiality on the third
party; (e) is independently developed by the other party; or (f) is disclosed with the prior
written approval of the party providing such Confidential Information. Confidential Information of a
party may be disclosed by the receiving party in response to a valid court order or other legal process
only to the extent required by such order or process and only after the recipient has given the other
party hereto written notice, if legally allowed, of such court order or other legal process promptly and
the opportunity for the other party hereto to seek a protective order or confidential treatment of such
Confidential Information, at the other party’s expense, with reasonable cooperation of the receiving
party. Except as otherwise allowed under the Agreement, including without limitation the rights set forth
in Section 2.3, the disclosing party shall retain all ownership of its Confidential Information including
without limitation all Intellectual Property rights in that Confidential Information disclosed to the other
party. Subject to the rights granted in this Agreement (including without limitation the rights granted by
you in Section 2.3), the parties agree, both during the term of the Agreement and after the termination
of the Agreement to hold Confidential Information of the other party in confidence and to protect the
disclosed Confidential Information by using the same degree of care to prevent the unauthorized use,
dissemination or publication of the Confidential Information as they use to protect their own
Confidential Information of a like nature but in no event with less than reasonable care. Except as
permitted under Section 2.3, the parties agree not to make Confidential Information of the other party
available to any third party without reasonable confidentiality requirements or as required by applicable
law.
-
GENERAL PROVISIONS
-
ENFORCEMENT/CHOICE OF LAW/CHOICE OF FORUM
Every provision of this Agreement will be construed, to the extent possible, so as to be valid and
enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction
to be invalid, illegal or otherwise unenforceable, such provision will be modified by a court of competent
jurisdiction to be valid and enforceable while maintaining as close as possible the intent of the parties as
indicated by the wording of this Agreement or, if the provision cannot be so modified, deemed severed
from this Agreement, and all other provisions will remain in full force and effect. This Agreement, and all
claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or
relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any
claim or cause of action based upon, arising out of or related to any representation or warranty made in
or in connection with this Agreement or as an inducement to enter into this Agreement), and your use of
the TCS Products and Services, shall be governed by, and enforced in accordance with, the internal laws
of the State of Michigan, including its statutes of limitation and excluding its conflicts of law rules. Your
use of the TCS Products and Services may also be subject to other local, state, national, or international
laws. Any action between the parties will be venued solely in a state or federal court situated within the
State of Michigan, and you irrevocably submit yourself to the personal jurisdiction of such courts for
such purpose. The United Nations Convention on Contracts for the International Sale of Goods does not
apply to this Agreement, nor does any enactment of the Uniform Computer Information Transactions
Act.
-
ENTIRE AGREEMENT/NO WAIVER
This Agreement (which shall include all Exhibits) together with the information explicitly referred to or
linked to by this Agreement, all of which are incorporated herein, sets forth the entire agreement and
understanding between TCS and you regarding the subject matter hereof and supersedes any prior
representations, advertisements, statements, proposals, negotiations, discussions, understandings, or
agreements regarding the same subject matter. You acknowledge that you have not been induced to
enter into this Agreement by any representations or statements, oral or written, not expressly contained
in this Agreement. The failure by TCS at any time to enforce any of the provisions of this Agreement or
any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided,
will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity
of this Agreement. The waiver by TCS of any default by you must be in writing, signed by TCS, and will not
be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.
-
CORRECTION OF ERRORS AND INACCURACIES
This Agreement may contain typographical errors or other errors or inaccuracies and may not be correct
or current. TCS reserves the right to correct any errors, inaccuracies or omissions and to change or
update this Agreement at any time without prior notice and you are bound to such changes and updates
as set forth in this Agreement. TCS does not, however, guarantee that any errors, inaccuracies or
omissions will be corrected.
-
HEADINGS
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no
way define, limit, construe or describe the scope or extent of such section or in any way affect such
section.
-
NO JOINT VENTURE
This Agreement shall not be construed as creating or constituting any partnership, joint venture or agency
relationship between the parties.
-
ASSIGNMENT AND RESALE
TCS may assign its rights and obligations under this Agreement but your rights under this Agreement are
not assignable or transferable. You agree not to resell, sublicense, rent, copy, lend, re-license, or
otherwise transfer your license to access and use the TCS Products and Services or any portion thereof.
This Agreement will be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns.
-
NO THIRD PARTY BENEFICIARIES
Except for the TCS Indemnified Parties, no third-party beneficiaries are intended or shall
be construed as created by virtue of this Agreement.
-
EXPORT COMPLIANCE
You may not use or otherwise export or re-export the TCS Products and Services except as authorized by
United States law and the laws of the jurisdiction in which the TCS Products and Services were obtained.
In particular, but without limitation, the TCS Products and Services may not be exported or re-exported
(a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially
Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using
the TCS Products and Services, you represent and warrant that you are not located in any such country
or on any such list. You also agree that you will not use these products for any purposes prohibited by
United States law.
-
U.S. GOVERNMENT RESTRICTED RIGHTS
The TCS Products and Services are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by
the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) in The Rights in Technical
Data and Computer Software Clause at DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the
Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
-
CONTACT
Copyright 2024 Truck Certification Services Inc. All rights reserved.
R.L. Polk & Co./IHS Markit Ltd.
The data, reports, and information referenced in this Agreement that are provided by R. L. Polk
& Co. or IHS Markit Ltd. (the "Polk Materials") are the copyrighted property of IHS Markit Ltd.
and its subsidiaries (“IHS Markit”) and represent data and research published by IHS Markit, and
are not representations of fact. The Polk Materials speak as of the original publication date
thereof and not as of the date of this document. The information provided in the Polk Materials is
subject to change without notice and Polk has no duty or responsibility to update the Polk
Materials. Any content, information and any materials provided in this message or other media is
on an "as is" basis. IHS Markit makes no warranty, expressed or implied, as to its accuracy,
completeness or timeliness, or as to the results to be obtained by recipients, and shall not in any
way be liable to any recipient for any inaccuracies, errors or omissions herein. Without limiting
the foregoing, IHS Markit shall have no liability whatsoever to a recipient of any message or
media, whether in contract, in tort (including negligence), under a warranty, under statute or
otherwise, in respect of any loss or damage suffered by such recipient as a result of or in
connection with any actions, opinions, recommendations, forecasts, judgments, or any other
conclusions, or any course of action determined, by it or any third party, whether or not based on
the content, information or materials contained herein. IHS Markit and R.L. Polk & Co. are trademarks of
IHS Markit.