LAST UPDATED March 4, 2009
(âDecisivâ, âweâ, âusâ or âourâ), provides this web site and the site-related services described below (collectively, the âSiteâ) subject to your compliance with the following terms and conditions (this âAgreementâ). This Agreement governs the relationship between us and you and the company or organization you represent (âyouâ and yourâ) with respect to your use of the Site. If you or your employer has entered into a separate agreement to use one of Decisivâs online services, the terms and conditions set forth in that agreement govern your use of such service. This Agreement governs all other use by you of the Site.
We reserve the right at any time to:
- Change the terms and conditions of this Agreement;
- Change the Site, including eliminating or discontinuing any content on or feature of the Site; or
- Change any fees or charges for use of the Site.
Any changes we make will be effective upon posting such changes on the Site. Your continued use of the Site after such posting will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.
- Content. The Site contains information, data and other content (collectively, âContentâ) about Decisiv and its partners and the services and products offered by Decisiv and its partners. Unless otherwise specified on the Site or in this Agreement, you may review, download and use the Content solely for your internal business needs and may print a single copy of any textual Content available for downloading on the Site. You must retain all copyright and other proprietary notices on downloaded and copied Content. Any such downloads or copies are subject to the terms and conditions of this Agreement. Further, the Content remains the property of Decisiv and its partners. You may not download, copy or use any of the Content except as expressly authorized by this Agreement and, in any event, you may not distribute, modify, transmit or publicly display the Content without the written consent of Decisiv or its partners.
- Services. Decisiv makes available through the Site certain online services, including but not limited to an online service for managing vehicle maintenance and online services for fleet customers to communicate with service locations (each, a âServiceâ and, collectively, the âServicesâ). To access and use a Service you must register with Decisiv for such Service. Only registered users can access and use a Service. If you are not a registered user of a Service, you may not access or use that Service. Non-registered users are permitted to access and review any non-restricted areas of the Site. Attempting to access restricted areas of the Site without authorization is prohibited.
- User Name and Password. As part of the registration process, you will be asked to select a username and password. Your username and password are solely for your use in accessing and using the applicable Service. Decisiv does not permit any person other than you to use your username or password to access a Service nor does Decisiv permit a single username to be used by multiple users to access a Service. You agree not to transfer or resell your use of or access to the Services to any other party. You are responsible for any use of the Services and the Site that is accessed through your username and password. If you believe an unauthorized use has occurred, you are required to notify Decisiv immediately by sending an e-mail to firstname.lastname@example.org . YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED AND ALL FEES INCURRED THROUGH YOUR ACCOUNT.
- License. Provided you have completed the registration process and indicated your consent to this Agreement, Decisiv grants to you a non-exclusive, non-transferable right to access and use the applicable Service during the term of this Agreement. All rights not expressly granted to you in this Agreement are reserved to Decisiv and its partners.
Customer Data. As part of one or more of the Services, you may post and upload data and information about your company and its vehicles and operations (âCustomer Dataâ). You are solely responsible for the accuracy, integrity, quality, reliability and right to use the Customer Data. You represent and warrant that you have sufficient rights to post and upload the Customer Data you provide in accordance with the terms of this Agreement and that none of the Customer Data or its use as contemplated herein will: (i) violate any foreign, federal, state or local law or regulation; (ii) infringe any copyright, trademark or other proprietary right of any third party; (iii) violate or infringe upon any partyâs privacy right, right of publicity or any other right of any person or entity; or (iv) contain any material which is unlawful, hateful, obscene, libelous, threatening or defamatory. You hereby grant to Decisiv a non-exclusive right to use the Customer Data to provide the Services to you, including the right to disclose the Customer Data to third party service providers and others in connection with the provision of the Services and any related services to you. You also authorize us and our licensors and third party service providers to disclose Customer Data in aggregate form without identifying you or your company or otherwise in a format that does not contain company identifiable information. You acknowledge that Decisiv has no obligation to monitor the Customer Data, but, in the event that Decisiv becomes aware that any Customer Data does or may violate the warranties and representations set forth in this Section 7(a), Decisiv may immediately remove or suspend access to such data pending resolution.
Source Data. As part of one or more of the Services, we may provide you access to a database of information regarding replacement parts and repair operations and which may include pricing data, vehicle information and other similar information (âSource Dataâ). This Source Data belongs to Decisiv or its partners and title to and ownership of such Source Data shall remain with Decisiv or the applicable partner. Neither Decisiv nor its partners make any representations, warranties, guarantees or promises as to the accuracy or completeness of the Source Data. You may use the Source Data only as part of the applicable Service. You acknowledge that the Source Data contains proprietary and confidential information, that only you are permitted to access the Source Data and that no ownership rights in the Source Data are granted under this Agreement. You agree that you will not copy, reproduce, download, disclose or otherwise make available to any third party the Source Data. You further agree not to use the Source Data except as authorized by this Agreement. You agree to take all commercially reasonable actions to protect the confidentiality of the Source Data.
- Reports. From time to time as part of the Services, Decisiv may use, combine and analyze Customer Data and Source Data to facilitate transactions, develop reports for its customers, including you, and for other similar purposes. In no event will Decisiv disclose any Customer Data that could be used to identify you without your consent.
- Transactions. Decisiv will have no responsibility, liability or obligation with respect to the consummation of any transaction that may arise as a result of your use of any Service. You are responsible, in your sole discretion, for determining and choosing which parties are authorized to do business with you. You will be fully and solely liable for any and all transactions that are processed as a result of your use of the Services or otherwise. In the event of any dispute between you and one of our partners, you will and hereby do release Decisiv and its employees, affiliates and agents from all claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such dispute.
- Third Party Sites. The Site contains links to other Internet web sites, including web sites which are not owned or operated by Decisiv. Although Decisiv makes these links available from the Site, it has no control over such sites. Decisiv is not responsible for the content of such web sites, any updates or changes to such sites, or the privacy or other practices of such sites. The fact that Decisiv offers such links does not indicate any approval or endorsement of any material contained on any linked site. Decisiv provides these links to you only as a convenience.
- Unauthorized Use. You warrant that you will use the Site only within the United States, Canada and Mexico and in accordance with all applicable local, state, federal and international laws, including those related to data privacy, telecommunications and the transmission of technical or personal data. You warrant that you are not a âminorâ as defined by applicable law. You further warrant that you will not make any Unauthorized Use of the Services. âUnauthorized Useâ means use of the Services (a) by a minor, (b) by any third party using your password, or (c) by you for, or on behalf of, any other person or entity. You will defend, indemnify, and hold Decisiv harmless from and against any and all claims, liability or expenses arising out of any Unauthorized Use.
- Code of Conduct. While using the Site which includes, without limitation, the Content and the Services, you agree not to:
|â¢||Restrict or inhibit any other visitor or user from using the Site, including, without limitation, by means of âhackingâ or defacing any portion of the Site;|
|â¢||Use the Site for any unlawful purpose;|
|â¢||Express or imply that any statements you make are endorsed by us, without our prior written consent;|
|â¢||Transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third partyâs intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);|
|â¢||Engage in spamming or flooding;|
|â¢||Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature;|
|â¢||Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;|
|â¢||Remove any copyright, trademark or other proprietary rights notices contained in the Site;|
|â¢||âFrameâ or âmirrorâ any part of the Site without our prior written authorization;|
|â¢||Link to any page of or content on the Site;|
|â¢||Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, âdata mineâ or in any way reproduce or circumvent the navigational structure or presentation of the Site or its Content; or|
|â¢||Harvest or collect information about Site visitors or users without their express consent.|
- While using the Site you agree to comply with all applicable laws, rules and regulations.
- Claims of Copyright Infringement. Decisiv has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the âDMCAâ) (see http://www.loc.gov/copyright/ for details) and avails itself of the protections under the DMCA. The DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Decisiv infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity and information reasonably sufficient to allow Decisiv to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by Decisiv against you, the DMCA permits you to send Decisiv a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Site should be sent to: Richard Hyatt, 4480 Cox Road, Suite 260, Glen Allen, VA 23060;email@example.com ; (804)-762-4177 (fax) (703)-346-3330 (phone). We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
- Ownership and Restrictions on Use. The Site is owned and operated by Decisiv in conjunction with others pursuant to contractual arrangements. The Site, including the Services and the Content (and any intellectual property and other rights relating thereto) are and will remain the property of Decisiv and its partners, licensors and suppliers. The Site and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. Except to the limited extent permitted herein, you may not copy, reproduce, republish, upload, post, transmit or distribute the Content or other content or information available on or through the Site in any way without our prior written permission. The Content may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by Decisiv or, if so indicated in writing by Decisiv, its licensors or suppliers. Modification of the Content or use of the Content for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site, the Services or the Content.The trademarks, logos, and service marks displayed on the Site (collectively the âTrademarksâ) are the registered and unregistered trademarks of Decisiv and its partners, licensors and suppliers. Nothing contained on the Site should be construed as granting to you, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Decisiv or the third party owner of such Trademark. Misuse of any Trademarks is prohibited and Decisiv will aggressively enforce its intellectual property rights in the Trademarks, including via civil and criminal proceedings.
- Jurisdictional Issues. The Site is solely directed to individuals residing in the United States, Canada and Mexico. We make no representation that the Content available on or through the Site or the Services are appropriate or available for use in locations outside these jurisdictions. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We reserve the right to limit the availability of the Site or the provision of the Services to any person, geographic area or jurisdiction, at any time and in our sole discretion.
- Termination. This Agreement will remain in effect until terminated in accordance with its terms. If you are registered to use any Service, either party may terminate this Agreement upon ninety (90) days notice to the other. In addition, if you are registered to use any Service, we reserve the right to immediately terminate this Agreement, and your access to and use of the Site and the Service or any portion thereof upon our notice to you, if you violate the terms of this Agreement. In all other cases, either party may terminate this Agreement immediately upon notice to the other party. Upon termination of this Agreement by either party, your right to use the Site and the Services will immediately cease and you agree to destroy all Content, including any Source Data obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise. If this Agreement is terminated (other than by reason of your breach), Decisiv will make available to you within thirty (30) days of the date of termination a file of your Customer Data, estimates generated using the applicable Service and other operations processed by you through the applicable Service. Decisiv will have no obligation to retain such information and may delete such information at any time, thirty (30) days after termination. If we terminate this Agreement due to your breach, your right to access or use such information will immediately terminate and Decisiv will have no obligation to maintain or forward any such information to you.
- Disclaimers. THE SITE, THE CONTENT, INCLUDING SOURCE DATA AND ANY PRODUCT OR SERVICE OBTAINED BY YOU THROUGH THE SITE, INCLUDING THE SERVICE, ARE PROVIDED âAS ISâ AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DECISIV AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you.DECISIV AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH THE SITE IS HOSTED OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, CABLE, INTERNET, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO.YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE CONTENT AND THE SERVICES AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF DECISIV OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, USERS OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE, INCLUDING ANY CONTENT PROVIDED THROUGH THE SITE, IS ENTIRELY AT YOUR OWN RISK.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DECISIV OR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, YOUR USE OF OR INABILITY TO USE THE SITE OR THE PERFORMANCE OR NON-PERFORMANCE BY DECISIV UNDER THIS AGREEMENT, EVEN IF DECISIV HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.THE MAXIMUM LIABILITY OF DECISIV FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO ACCESS THE SITE OR TO USE THE SERVICES DURING THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM ARISING.Some states do not allow the exclusion oF incidental, consequential OR OTHER TYPES OF damages OR THE LIMITATION OF LIABILITY TO SPECIFIED AMOUNTS, so the above limitation or exclusion may not apply to you.
- Indemnification. You agree to indemnify, defend and hold Decisiv, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneysâ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct above; (b) any allegation that the materials you submit to us or transmit to the Site including Customer Data infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; or (c) any of your other activities in connection with the Site.
- Notice for California Users. Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
- Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof. This Agreement will be governed by the laws of the State of Delaware, without reference to its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You agree to comply with all relevant export laws and regulations of the United States to ensure that no software, information or technical data provided pursuant to this Agreement is exported or re-exported directly or indirectly in violation of law. You may not assign or otherwise transfer this Agreement or any right or obligation set forth in this Agreement without Decisivâs prior written consent. Any purported assignment in violation of the preceding will be void and of no effect. Decisiv may assign this Agreement to another party at any time upon written notice to you. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. If a provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible and the remaining terms will remain in full force and effect. No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If either party waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy the party may have under this Agreement.
BY ENTERING OR VIEWING THIS WEBSITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, EXIT THE WEBSITE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU WILL NOT HAVE ACCESS TO THE SERVICES AVAILABLE ON THIS SITE.