TireView LIVE Platform End Use License Agreement

 

Effective Date: January 1, 2022

 

Your use of this TireView Live Platform is governed by (1) this End User License Agreement (this "EULA") and (2) the separate agreement (“Master Agreement”) executed by Pressure Systems International, Inc. (“PSI”) and the party under the authority of which you access this TireView Live Platform (“Authorizing Party”) (the EULA and Master agreement being these “Terms of Use”).

1) Definitions. For purposes of these Terms of Use, the following terms have the following meanings:​

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“Content” means all information, Documentation, data, graphics, text, illustrations, photos, tags, notations and other information of PSI and its licensors provided through the TVL Platform, but excluding User Data.

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“Documentation" means the eye-readable user manuals and specifications in all forms, formats and media, including all updates thereto, for the TVL Platform provided or made available by PSI to you.

 

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

 

“Master Account” means the TVL Platform master account established under the Master Agreement.

 

"TVL Platform" means the website at the URI live.tireview.com and/or TireView Live-branded mobile application from PSI, or any successor or alternate URI or mobile application thereof identified to you by PSI, and all content, data, features and functionality provided thereunder.

 

“Use” means accessing, activating the processing capabilities, or otherwise employing the TVL Platform, as the case may be, according to its Documentation, or displaying information resulting from such activities.

 

“User Data” means (1) information added by or on behalf of you or the Authorizing Party to the TVL Platform, and (2) data from vehicles registered to the TVL Platform under the Master Account or sub-account thereof.​

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2) License Grant and Scope. Subject to these Terms of Use, PSI hereby grants to you a non- exclusive, non-transferable, non-sublicensable limited license during the Term (as defined in Section 9 below) to Use the TVL Platform within the scope of the role(s) assigned to you directly or indirectly by PSI or the Authorizing Party.

 

3. Temporary Suspension. PSI may temporarily suspend access to the TVL Platform: (i) if the TVL Platform is subject to any claim or demand of intellectual property infringement, (ii) to protect the security and operation of the TVL Platform, or (iii) for TVL Platform maintenance.

 

4. Third-Party Materials. The TVL Platform includes content and data (such as maps) owned by third parties and licensed to PSI (“Third-Party Content”). You will comply with all applicable third-party terms and conditions governing use of Third-Party Content.

 

5. Use Restrictions. You will not directly or indirectly: (i) use the TVL Platform beyond the scope of the license granted under Section 2; (ii) provide or allow any other person to use your TVL Platform access credentials; (iii) modify, distribute, publish, broadcast, record, perform, translate, adapt, or otherwise, make derivative works of the Content or any part thereof; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Content, including any copy thereof; (v) use the TVL Platform in violation of any law, regulation or rule, or in violation of any third-party right; or (vi) access the TVL Platform using any automated means (such as robots, botnets or scrapers) except to the extent permitted through the TVL Platform API.

 

6. Compliance Measures. The Content may contain technological copy protection or other security features designed to prevent unauthorized Use of the TVL Platform. You will not, and will not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

 

7. Intellectual Property Rights.

(a) You acknowledge and agree that the TVL Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the TVL Platform or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under these Terms of Use. PSI and its service providers reserve and will retain their entire right, title, and interest in and to the TVL Platform and Content, and all Intellectual Property Rights arising out of or relating thereto, except as expressly granted to the you in these Terms of Use.

(b) As between PSI and you, you (or your employer or the Authorizing Party, as the case may be) will own all User Data. You (or, by authorizing you to access the TVL Platform, your employer or the Authorizing Party, as the case may be) hereby grant to PSI a fully-paid-up, royalty-free, worldwide, non-exclusive license to copy, distribute, publish, perform, modify, translate and otherwise create derivative works of your User Data, solely for PSI to operate and improve the TVL Platform and provide such User Data to you through the TVL Platform. By providing User Data, you represent and warrant that you have sufficient right to provide User Data, and you agree to indemnify PSI against any claim that your provision of User Data, or PSI’s use thereof authorized by you, infringes or otherwise violates any right of a third party.

 

8. Subscription Fees and Payment. The Subscription Fee and manner of payment, if any, is set out in the Master Agreement.

 

9. Term and Termination.

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(a) These Terms of Use and the license granted hereunder will remain in effect until your account access is terminated as provided herein (the "Term").

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(b)  You may terminate your account through your account settings.

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(c)  We may terminate these Terms of Use, effective upon written notice to you, if you materially breach these Terms of Use (including applicable Terms of Use and Privacy Policy and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured seven (7) days after we provide written notice thereof. We may suspend access to any Content until you cure such breach.

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(d) Upon termination of your account access, the license granted hereunder will also terminate.

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10. Warranty Disclaimer.

EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE MASTER AGREEMENT, THE CONTENT AND DOCUMENTATION AND USER DATA ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PSI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE CONTRACTORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CONTENT AND DOCUMENTATION AND USER DATA, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, PSI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE TVL PLATFORM, CONTENT OR DOCUMENTATION WILL BE AVAILABLE AT ALL TIMES OR AT ANY PARTICULAR TIME, MEET YOUR REQUIREMENTS, BE COMPATIBLE, OR BE ACCESSIBLE WITH EVERY BROWSER, SYSTEM, OR SERVICE, PLAY WITHOUT INTERRUPTION, OR BE ERROR FREE.

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11. Limitation of Liability. EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE MASTER AGREEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

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(a) IN NO EVENT WILL PSI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE CONTRACTORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO ACCESS, VIEW OR USE THE TVL PLATFORM, CONTENT OR DOCUMENTATION OR USER DATA; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM TVL PLATFORM, SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PSI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

(b) IN NO EVENT WILL PSI'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE CONTRACTORS’ AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE PSI PURSUANT TO THESE TERMS OF USE FOR ACCESS TO THE CONTENT THAT IS THE SUBJECT OF THE CLAIM.

 

(c) THE LIMITATIONS SET FORTH IN SECTION 11(a) AND SECTION11(b) WILL APPLY EVEN IF THE YOUR REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE.

 

12. Miscellaneous.

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(a) All matters arising out of or relating to these Terms of Use will be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to these Terms of Use or the transactions contemplated hereby will be instituted in the courts of the State of Texas or the federal courts of the United States, in each case located in the County of Bexar, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.

 

(b) PSI will not be responsible or liable to you, or deemed in default or breach hereunder, by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to circumstances or causes beyond PSI's reasonable control.

 

(c) You will not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms of Use, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without PSI's prior written consent, which consent PSI may give or withhold in its sole discretion. Any purported assignment, delegation, or transfer in violation of this Section 12(c) is void. PSI may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms of Use without your consent. These Terms of Use are binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

 

(d) These Terms of Use are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Use.

 

(e) If any term or provision of these Terms of Use are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.

  

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