RelayCars End User License Agreement
This End User License Agreement (this “EULA”) is a legal agreement between you (the “User”) and Relay Cars LLC, (“RELAYCARS”) related to your use of the RelayCars or RelayCars Pro virtual reality (“VR”) or augmented reality (“AR”) application associated with this EULA (the “Application”). By downloading, accessing and/or using the Application, you agree to be bound by this EULA. If you do not agree to be bound by this EULA, do not download, access or use the Application. If the person accepting this EULA is doing so on behalf of a User which is a corporation or other form of business association, the person accepting this EULA confirms that he/she is authorized to enter into this EULA on the User’s behalf, and to bind the User to its terms and conditions.
1. LICENSE AND GENERAL USE RESTRICTIONS.
2. TERM AND TERMINATION.
This EULA shall become effective upon a User’s acceptance hereof by downloading, accessing, and/or using the Application and shall remain in full force and effect thereafter until terminated as provided herein (the “Term”). User may terminate this EULA for convenience at any time by deleting the Application from all Devices that User owns or controls. RELAYCARS may terminate this EULA for convenience at any time with or without notice to User. Notwithstanding the foregoing, with respect to any User, this EULA shall terminate without any further action needing to be taken by RELAYCARS upon a breach by such User of the “INTELLECTUAL PROPERTY” section of this EULA. Upon the termination of this EULA for any reason whatsoever, all licenses granted hereunder shall immediately terminate, and the affected User shall immediately cease and desist from all access to and use of the Application, and shall immediately purge from such User’s mobile devices all copies of the Application. The terms set forth in the following paragraphs of this EULA shall survive the termination of this EULA for any reason: “INTELLECTUAL PROPERTY”; “DISCLAIMER OF WARRANTIES”; “LIMITATION OF LIABILITY”; “CHOICE OF LAW”; “ARBITRATION; NO CLASS ACTIONS”; “JURY TRIAL WAIVER”, “INDEMNITY AND RELEASE”; “ADDITIONAL TERMS FOR USERS ON APPLE PLATFORM”; “ENFORCEABILITY”; “WAIVER”; and “ENTIRE AGREEMENT.”
3. CHANGES TO ACCESSIBLE SERVICES; SUSPENSION AND TERMINATION OF RIGHTS.
A. RELAYCARS may, at any time, in its sole discretion, change, update, modify, or terminate any service that may be accessed through the Application for any purpose, including without limitation to: (i) improve a service or its functionality; (ii) add or remove access to a service; (iii) improve ease of use for the User or RELAYCARS; (iv) correct an error or bug; (v) prevent or discontinue harmful or improper access to services; (vi) prevent or discontinue unauthorized use of services; (vii) comply with a Platform provider or government request; or (viii) comply with a statue or judicial order.
B. RELAYCARS may, in its sole discretion, suspend or terminate User’s rights in and to the Application or services accessible through the Application for any reason, including without limitation: (i) if a newer version of the Application or a service therein is available; (ii) to improve the Application or a service or any functionality therein; (iii) to add or remove access to a service accessible through the Application; (iv) to improve ease of use for the User or RELAYCARS; (v) to correct an error or bug; (vi) to prevent or discontinue harmful, improper nor unauthorized access to the Application or a service therein; (vii) to comply with a Platform or government request; or (viii) to comply with a statue or judicial order.
4. INTELLECTUAL PROPERTY.
A. User acknowledges and agrees that the Application contains proprietary and confidential information that is protected by applicable copyright, trademark and other intellectual property laws, including without limitation the software programming, html and other code contained in the Application, and other content available through the Application. The trademarks, service marks and logos used and displayed on this Application are registered and unregistered trademarks of RELAYCARS and others. Nothing in this Application should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the Application without the written permission of the trademark owner. RELAYCARS and its licensors reserve the right to enforce its and their intellectual property rights to the fullest extent of the law. All images on the Application are legally protected and are not to be used, reproduced, modified or distributed without written consent of RELAYCARS or its licensors.
B. The Application, the content and information therein, and all improvements, additions, derivatives and other modifications thereto, and any information pertaining to the foregoing, are the exclusive property of RELAYCARS and/or its licensors, and shall be considered and treated by Licensee as the proprietary information of RELAYCARS (the “RELAYCARS Proprietary Information”). User acknowledges and agrees that RELAYCARS is the owner of the RELAYCARS Proprietary Information and User agrees that User has no right, title, or interest in any of the RELAYCARS Proprietary Information except the right to use the Application in accordance with and subject to this EULA. User agrees not to, directly or indirectly, disclose, sell or otherwise transfer or exploit the RELAYCARS Proprietary Information, or any portion thereof, to any other person or entity or allow any other person or entity to use the RELAYCARS Proprietary Information, or any portion thereof, without the prior written consent of RELAYCARS, which may be withheld in RELAYCARS’ sole discretion. User further agrees not to challenge or assist with or participate in any challenge, directly or indirectly, of RELAYCARS’ ownership of the RELAYCARS Proprietary Information or any right, title or interest therein or any portion thereof.
C. User acknowledges and agrees that RELAYCARS is the owner of or has rights to the trade names, trademarks and service marks and such other names, marks, and logos and other intellectual property RELAYCARS used, uses or may in the future use in or related to its business, products or services, including, without limitation, all improvements, additions, derivatives and other modifications thereof (the “RELAYCARS Marks”). User agrees that User has no right, title, or interest in any of the RELAYCARS Marks. User further agrees not to challenge or assist with or participate in any challenge, directly or indirectly, of RELAYCARS’ ownership of or right to the RELAYCARS Marks and the Proprietary Information or any right, title or interest therein or any portion thereof.
D. User acknowledges that RELAYCARS does not convey to User any permissions, clearances, releases or other rights related to the entities, private properties, products, trademarks, trade names, logos or brands depicted in the Application, if any, all of which User is obligated to obtain, if necessary.
E. The User agrees to not remove, obscure, or alter any copyright, trademark, or other proprietary rights notice affixed to, contained within, or accessed in conjunction with or through the Application. The User further agrees not to modify, adapt, translate, prepare derivative works from, transmit, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any portion of the Application. Without limiting the generality of the foregoing, in those jurisdictions where law grants a User rights to translate, decompile, reverse engineer, or disassemble the Application, that such User cannot waive, and to the extent required by law, such User may exercise such rights to translate, decompile, reverse engineer, or disassemble to the extent necessary to achieve interoperability of the Application with an independently created program, but solely in the event that the information necessary to achieve interoperability of the Application with an independently created program has not been made available to such User by RELAYCARS within a reasonable time upon such User’s written request. Such decompilation shall be restricted to the parts of the Application that is necessary to achieve interoperability.
F. Without limiting the generality of the foregoing, the User acknowledges that RELAYCARS is the owner of or has the rights to all information User accesses from or in the Application (the “Proprietary Information”). The User agrees that the User has no right, title, or interest in any of the Proprietary Information except the right to use the Application and Proprietary Information in accordance with and subject to this this EULA. You agree not to, directly or indirectly, disclose, sell or otherwise transfer or exploit the Proprietary Information, or any portion thereof, to any other person or entity or allow any other person or entity to use the Proprietary Information, or any portion thereof, without the prior written consent of RELAYCARS, which may be withheld in RELAYCARS’ sole discretion.
5. SUPPORT AND MAINTENANCE.
RELAYCARS is not, and User acknowledges that the Platform is not, obligated to provide any support or maintenance services to User related to the Application. Any complaints related to the Application can be addressed to RELAYCARS. RELAY CARS, LLC 2363 E. Pacifica Place Rancho Dominguez, CA 90220, 310.605.1400
6. EXPORT CONTROL LAWS.
User agrees to comply with all United States and all other applicable laws, rules, and regulations relating to the export, re-export, or trans-shipment of the Application.
7. U.S. GOVERNMENT END-USERS.
The Application is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various US. government agencies, as applicable), any User who is a US. Government end user acquires the Application with only those rights set forth herein.
8. DISCLAIMER OF WARRANTIES.
THE USER HEREBY ACKNOWLEDGES AND AGREES THAT THE USE OF THE APPLICATION IS ENTIRELY AT THE USER’S OWN RISK. THE APPLICATION IS PROVIDED FREE OF CHARGE, ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, ACCESSIBILITY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED BY RELAYCARS TO THE FULLEST EXTENT PERMITTED BY LAW. RELAYCARS MAKES NO WARRANTY WITH RESPECT TO THE SECURITY, TIMELINESS, CONTENT OR PERFORMANCE OF THE APPLICATION, INCLUDING BUT NOT LIMITED TO THE COMPLETENESS OR ACCURACY OF THE VEHICLES DEPICTED IN THE APPLICATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO EVERY USER. THIS EULA GIVES USER SPECIFIC LEGAL RIGHTS. USER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. USER AGREES AND ACKNOWLEDGES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS EULA ARE FAIR AND REASONABLE.
9. LIMITATION OF LIABILITY.
IF USER IS AN INDIVIDUAL ACTING AS A CONSUMER, USER MAY HAVE CERTAIN STATUTORY RIGHTS WHICH MAY NOT BE WAIVED, AND SUCH STATUTORY RIGHTS ARE NOT AFFECTED BY THE FOLLOWING. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS EULA, RELAYCARS SHALL NOT BE LIABLE TO ANY USER OR ANY THIRD PARTY, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR DATA USE, LOST SAVINGS, OR COSTS OF PROCURING SUBSTITUTE GOODS ARISING OUT OF THIS EULA, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT, USE OF THE APPLICATION OR OTHERWISE, EVEN IF RELAYCARS HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THE ABOVE LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF RELAYCARS OR IN THE EVENT OF PERSONAL INJURY OR DEATH OR IN RESPECT OF ANY OTHER LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. CHOICE OF LAW.
To the full extent permitted by law, this EULA shall be governed by and construed in accordance with the laws of the State of California, United States of America, excluding (A) its conflict of law principles; (B) the United Nations Convention on Contracts for the International Sale of Goods; (C) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (4) the Protocol amending the 1974 Convention, done at Vienna, April 11, 1980.
11. ARBITRATION; NO CLASS ACTIONS.
A. ARBITRATION AGREEMENT. YOU AND RELAYCARS AGREE THAT ANY CLAIMS OR DISPUTES (“Claims”) THAT ARISE OUT OF OR RELATE IN ANY WAY TO THIS EULA (INCLUDING BUT NOT LIMITED TO ANY SERVICE PROVIDED THROUGH THE APPLICATION) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION INSTEAD OF LITIGATION IN COURT. In arbitration, there is no judge and no jury. Instead, Claims are decided by an arbitrator whose authority is created by and governed by this arbitration agreement paragraph. Review of arbitration awards in the courts is very limited.B. CLASS ACTION WAIVER. YOU AND RELAYCARS AGREE THAT ALL CLAIMS BETWEEN US WILL BE RESOLVED IN AN INDIVIDUAL ARBITRATION. WE BOTH AGREE THAT THERE WILL BE NO CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTIONS IN ARBITRATION. In addition, neither you nor RELAYCARS may participate in a class or representative action in court as a class member if the claims asserted in the arbitration would fall within the scope of this EULA or the arbitration agreement paragraph if asserted directly by you or RELAYCARS. To be clear, the User and RELAYCARS both waive any right to participate in any class action involving disputes between us. This class action waiver is an essential part of our arbitration agreement and may not be severed. If for any reason this class action waiver is found unenforceable, then the entire arbitration agreement will not apply. However, the Jury Trial Waiver set forth below will remain in full force and effect.
C. ARBITRATOR AUTHORITY. The arbitrator’s authority is governed by this arbitration agreement. You and RELAYCARS agree that the arbitrator may award the same relief that a court of competent jurisdiction could award — consistent with and limited by this EULA (including the paragraph labeled “Limitation of Liability”), but the arbitrator may not award declaratory or injunctive relief that extends beyond you and your dealings with RELAYCARS. An arbitrator may award attorneys’ fees and costs to the prevailing party if a court would be authorized to do so under the applicable law.D. ARBITRATION PROCEDURES. You and RELAYCARS agree that this EULA affects interstate commerce, and the Federal Arbitration Act applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA”). The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the Claim asserted in arbitration is for less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. If the claim is for more than $75,000, then the Commercial Rules will apply. If there is a conflict between the AAA Rules and this arbitration agreement, then the arbitration agreement shall control. For claims less than $75,000, RELAYCARS will pay all filing fees and costs associated with commencing an arbitration, but you will be responsible for paying your own attorneys’ fees (if you chose to use an attorney in arbitration) unless you prevail in the arbitration and the arbitrator finds that you are entitled to recover your fees under the law. The arbitration will be held in a mutually agreeable and convenient location.
E. SURVIVAL. This arbitration agreement survives the termination of this EULA.
12. JURY TRIAL WAIVER.
You and RELAYCARS expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that if for any reason the arbitration agreement contained in Section 11 is not enforced or is found inapplicable, our claims against each other will be resolved by a judge rather than a jury.
13. INDEMNITY AND RELEASE.
When the User downloads, accesses, or uses the Application, the User is agreeing to indemnify RELAYCARS, its owners, shareholders, subsidiaries, affiliates, officers, employees, partners, and licensors and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from the use of the Application or breach of this EULA. By using the Application the User is agreeing to release RELAYCARS and its owners, shareholders, subsidiaries, affiliates, officers, employees, partners, and licensors from any and all claims, fees, costs, damages and obligations of any kind whatsoever that the User may have against them arising out of or in any way related to such claims or obligations and to any disputes regarding use of ideas and/or related materials submitted to the Application. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
14. ADDITIONAL TERMS FOR USERS ON APPLE PLATFORM.
The following terms apply only to Users of Apple Platforms. In the event of any conflict between this Section and the rest of this EULA, this Section will control only for Users Apple Platforms.
B. USER HEREBY REPRESENTS AND WARRANTS THAT (I) HE/SHE IS NOT LOCATED IN A COUNTRY THAT IS SUBJECT TO A U.S. GOVERNMENT EMBARGO, OR THAT HAS BEEN DESIGNATED BY THE U.S. GOVERNMENT AS A “TERRORIST SUPPORTING” COUNTRY; AND (II) HE/SHE IS NOT LISTED ON ANY U.S. GOVERNMENT LIST OF PROHIBITED OR RESTRICTED PARTIES.C. USER ACKNOWLEDGES THE PLATFORM HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION.
D. AS BETWEEN RELAYCARS AND THE PLATFORM, BUT SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, THE PLATFORM WILL NOT BE RESPONSIBLE TO USER FOR ANY CLAIM RELATING TO THE APPLICATION OR USER’S POSSESSION AND/OR USE OF THE APPLICATION, INCLUDING BUT NOT LIMITED TO, (I) PRODUCT LIABILITY CLAIMS; (II) ANY CLAIM THAT THE APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.
User agrees to be responsible for any and all taxes, duties, tariffs, or other such assessments of any value relating to this EULA.
If, for any reason, a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, the remainder of this EULA will continue in full force and effect.
Any waiver of any provision of this EULA will be effective only if in writing and signed by or on behalf of RELAYCARS.
18. ENTIRE AGREEMENT.