BookItOut, Inc. and its suppliers (hereinafter collectively referred to as "COMPANY") grant to Customer ("CUSTOMER") a nonexclusive and nontransferable license to use the BookItOut Software ("Software") via website access to: http://www.bookitout.com or as otherwise embedded in equipment provided by COMPANY.
CUSTOMER’s usage of the programs contained in the Software are strictly limited for use only as follows: (i) for which CUSTOMER has paid a license fee (or in the case of an evaluation copy, those programs CUSTOMER is authorized to evaluate) and (ii) for which CUSTOMER has received a Product Authorization Code ("PAC").
CUSTOMER hereby grants to COMPANY or its independent agents the exclusive right to examine CUSTOMER’s financial records, business records, and customer accounts ("Records") and to provide COMPANY access to CUSTOMER’s Records during normal business hours to verify compliance with the licensing provisions contained herein.
In the event such audit discloses that CUSTOMER has exceeded its Permitted Number of Computers as allowed in the Licensing Agreement, CUSTOMER shall be responsible for and shall promptly pay to COMPANY the appropriate license fee, as assessed by COMPANY, for the additional computers or users.
At COMPANY’s exclusive option, COMPANY may terminate CUSTOMER’s license for failure to pay the required license fee or any additional amount assessed pursuant to a COMPANY audit.
EXCEPT AS EXPRESSLY AUTHORIZED IN WRITING BY COMPANY, CUSTOMER SHALL NOT (i) COPY, IN WHOLE OR IN PART, DATA, SOFTWARE, OR DOCUMENTATION; (ii) MODIFY THE SOFTWARE; (iii) REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR (iv) RENT, LEASE, DISTRIBUTE, SELL OR IN ANY WAY CREATE DERIVATIVE WORKS OF THE SOFTWARE.
CUSTOMER acknowledges and agrees that CUSTOMER is expressly prohibited from disclosing, publishing, reproducing, summarizing, paraphrasing, or transmitting any information found in the software, in whole or in part, in any form or by any means, verbal or written, electronic or mechanical, for any purpose, without the prior express written permission of COMPANY.
It is agreed and understood that COMPANY owns all data contained in the Software and administers the Software.
No transfer of ownership to any person or entity shall occur through this operation of this Agreement.
Title to Software and documentation shall remain, at times, exclusively with COMPANY.
DISCLAIMER: ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY LOST OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFIT, LOST DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES REGARDLESS OF THE CAUSE AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall COMPANY be liable to CUSTOMER, whether in contract, tort (including negligence), or otherwise, for an amount that exceeds the price initially paid by CUSTOMER.
The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
CERTAIN STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
This Software, including technical data, is subject to U.S.
export control laws, including, but not limited to, the U.S.
Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries.
CUSTOMER acknowledges and agrees to comply strictly at all times with all applicable laws and regulations.
CUSTOMER further acknowledges and agrees that CUSTOMER has the responsibility to obtain and maintain the appropriate licenses to export, re-export, or import Software.
Depending on the selected plan or service, the term of this Agreement shall be defined as following:
- For Vehicle Listing Service, the term of this Agreement shall be for twelve (12) full calendar months from the effective date and will renew each year until terminated in writing by CUSTOMER.
- For annual subscription plans, the term of this Agreement shall be for twelve (12) full calendar months from the effective date and will renew each year until terminated in writing by CUSTOMER.
- For monthly subscription plans, the term of this Agreement shall be for one (1) full calendar month from the effective date and will renew each month until terminated in writing by CUSTOMER.
CUSTOMER agrees to make full payment within five (5) business days of receiving an invoice from COMPANY.
Late payments are subject to a 16.7% late charge if payments are not made within ten (10) days from invoice date.
If invoice remains unpaid for thirty (30) days, services are subject to interruption or discontinuance of access following written or oral notification from COMPANY.
Following deactivation, a $50.00 fee will be charged for reactivation.
CUSTOMER is responsible for any legal fees and/or collection charges incurred by COMPANY in collecting accounts past due sixty (60) days or greater, at which time COMPANY may report CUSTOMER'S failure to pay to a collection agency.
Past due amounts will accrue interest at the maximum interest rate allowed by law.
If this Agreement is enacted on a day other than the first day of the month, the term shall begin on the first day of the month following the signature month.
A pro rata charge will be added to the first month's invoice to reflect the partial month of service.
For CUSTOMERS that pay for an annual term in full upon execution of this Agreement, if any addition is made to the account during the annual term (such as adding a user or rooftop), the additional cost will be prorated for the remainder of the annual term and invoiced to CUSTOMER.
CUSTOMER acknowledges and agrees that COMPANY has a NO REFUND POLICY.
Rates and services may be subject to change and COMPANY will provide a thirty (30) day written notice or post a written notice on its website to inform CUSTOMERS of any pricing changes.
This Agreement may be terminated by either Party providing a thirty (30) day written notice to the other Party.
If CUSTOMER terminates this agreement within thirty (30) days of executing this Agreement, CUSTOMER shall have no further obligation to pay BOOKITOUT any amount of money.
Otherwise, CUSTOMER is obligated to pay the amount due for one month of the CUSTOMER'S agreement fee, which includes, but is not limited to, CUSTOMER'S Subscription Fees and Usage Fees.
Upon termination of this Agreement, CUSTOMER shall have no further right of access, use, or any other rights of access to Software.
Upon termination of this Agreement, CUSTOMER hereby agrees to return any and all Proprietary Information of COMPANY to COMPANY'S headquarters.
CUSTOMER must begin submitting data to COMPANY within five (5) business days of Software activation.
If CUSTOMER fails to submit the required data after the required time period, COMPANY reserves the right to terminate CUSTOMER's license and to charge CUSTOMER, whether by credit card or by draft of the assigned checking account, for any license/membership fees due.
This License shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, as if performed wholly within the State and without giving effect to the principles of conflict of law.
If any portion hereof is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this License shall remain in full force and effect.
The License constitutes the entire License Agreement between the parties with respect to the use of the Software.
The content of COMPANY'S web application is deemed confidential and is protected by federal and state law.
All users are expressly prohibited from disclosing, publishing, reproducing, summarizing, paraphrasing, or transmitting the information contained in the COMPANY'S web application, in whole or in part, in any form or by any means, verbal or written, electronic or mechanical, to any person or entity, for any purpose, without the prior express written permission of COMPANY.
COMPANY owns all data, information, and licenses relating to the web application and is solely responsible for the administration of the web application.
CUSTOMER further agrees and consents to submit a valid email address and to allow COMPANY or its representatives to record the potential member's connecting IP address.
CUSTOMER acknowledges and agrees to allow COMPANY to log all CUSTOMER's activity as it relates to the use of the COMPANY's web application.
This Agreement shall be construed and controlled by the laws of the State of Florida and the United States of America.
CUSTOMER further consents to jurisdiction of law and venue by the State of Florida.
COMPANY recommends CUSTOMER print this document for reference.
CUSTOMER must maintain dealer/finance license to continue using Software.
It is CUSTOMER's responsibility to notify COMPANY of any going concerns, license/operational changes, etc.
Loss/change of license/business jeopardizes Software license.
COMPANY'S Additional Feature pricing is largely contingent on the Additional Feature's provider, and subject to change immediately with or without notice.
If service of Additional Feature is cancelled or interrupted, COMPANY'S pricing will reflect the change by removing/prorating the charge, but the Agreement is still in effect.
COMPANY requires CUSTOMER to update its data to the Software server weekly, at the very minimum.
Failure to do so puts CUSTOMER in breach of contract and default of this Agreement.
Software services may be suspended until CUSTOMER takes remedial action, including provision of current data.
Billing will continue uninterrupted.
Actual speed and data varies on location, cellular service/service provider, Internet service/service provider, and subscription package.
Wireless service provider's data charges apply.
Software services may be briefly interrupted while the Software server updates with the latest data.
COMPANY assumes no liability for errors or omissions related to valuations, data, manufacturer or dealer information.
All contractual changes require 30 days written notice
Licenses/membership subscriptions are for the sole use of the subscribed user and will be treated by CUSTOMER as confidential; any dissemination or distribution of account information outside of subscribed company is strictly prohibited.
CUSTOMER agrees to abide by all rules and regulations pursuant to COMPANY'S and any additional service provider's requirements.
As your agreement for the receipt and use of data provides, COMPANY (1) reserves all rights to the data that it makes available; (2) does not guarantee that data; and (3) shall not be liable for any loss due either to its negligence or to any cause beyond its control.
CUSTOMER agrees that COMPANY'S services include the aggregation and analysis of data provided by CUSTOMER with data provided by other customers, as well as preparation of aggregate information and reports for use by CUSTOMER and other customers.
CUSTOMER gives COMPANY the right to use and license to others the data COMPANY accesses, provided COMPANY will treat any transaction-specific details as confidential.
CUSTOMER hereby grants COMPANY authorization to access and extract certain data from CUSTOMER'S computer systems (including, without limitation, sales, lease and finance information).
CUSTOMER agrees to provide its data in its entirety, in an accurate and timely manner.
CUSTOMER has obtained all necessary permission and authority for COMPANY to access, extract and use the data as contemplated by this Agreement.
After expiration or termination of this Agreement, COMPANY shall continue to have the right to use and license to others such extracted data.
CUSTOMER agrees that all data and services will be treated as confidential and will not be disclosed to third parties without the express written permission of COMPANY.
Confidential information may be disclosed by the party that received it pursuant to the lawful requirement or request of a governmental agency, subpoena, court order or operation of law (a "Compelled Disclosure"), provided that such party has given notice to the other party and has made a reasonable attempt in good faith to resist making such disclosure.
If disclosure is required notwithstanding the receiving party's efforts to resist such disclosure, such party shall limit the amount and scope of the disclosure to the minimum necessary to comply with such Compelled Disclosure including, when possible, obtaining a protective order limiting disclosure and use of the information so disclosed.
At the request of the party that owns the confidential information, the other party shall reasonably cooperate with any efforts by the owning party to limit the disclosure.
All applications and reporting formats developed by COMPANY using information obtained through the Software network are the intellectual property of COMPANY.
CUSTOMER agrees that COMPANY is the exclusive owner of COMPANY'S service marks, including without limitation the names BIO and BookItOut.
Although COMPANY shall use reasonable efforts to provide accurate and reliable Services under this Agreement, neither COMPANY nor any of its licensors of information or Software included in the Services warrants the completeness, adequacy or accuracy thereof.
COMPANY PROVIDES THE SERVICES AS IS AND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE SERVICES OR THE RESULTS TO BE OBTAINED FROM THE USE THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT.
COMPANY shall have no liability to CUSTOMER for any damages resulting from any interruptions, delays, inadequacies, errors or omissions relating to the Services.
IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, FOR LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF COMPANY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, BIO'S MAXIMUM LIABILITY TO CUSTOMER FOR ANY DAMAGES WITH RESPECT TO THE SERVICES OR UNDER THIS AGREEMENT SHALL NOT EXCEED THE PRICE INITIALLY PAID BY CUSTOMER TO COMPANY UNDER THE INVOICE FOR THE SERVICES.
CUSTOMER may not assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of COMPANY.
COMPANY may assign this Agreement, in whole or in part, to any affiliate of COMPANY or to any successor by acquisition or merger of COMPANY or the COMPANY's business operations to which this Agreement relates.
The parties' rights and obligations under this Agreement will bind and inure to the benefit of their permitted successors and assigns.