Company maintains and makes available to Customers via the Site a software application named RouteADE (the “Software”), the primary function of which is to receive address information (“Data”) from Customer and then optimize shortest routes between the addresses, including printable or electronic/mobile lists of turn-by-turn directions.
Company reserves the right, in its sole discretion and without any obligation or liability to Customer or any third party, to interrupt access to the Site to make improvements to, or correct any errors or omissions in, any portion of the Software or Site. Company intends to update information listed on the Site, when and where appropriate, but shall not be liable for any delays or inaccuracies therein. Company further reserves the right to discontinue the Service, temporarily or indefinitely, at any time at its sole discretion upon forty-eight hours' advanced notice to Customer if Customer fails to perform any obligation due Company, including, but not limited to, any failure or delay in making payments to Company or any breach of any obligation to Company under the Agreement.
Customer shall compensate Company for Customer’s use of the Service at the rates and upon the terms of payment separately agreed to by Company and Customer. If Customer has provided Company with a current, valid, and accepted method of payment (as such may be updated from time to time, “Payment Method”), Company will charge Customer’s Payment Method.
By accepting this Agreement and providing or designating a Payment Method, Customer authorizes Company to charge Customer the periodic fees.
Company may make changes to the applicable rates at any time upon ten days' notice to Customer. Customer understands and agrees that the Service will be used by multiple customers and that different rates may be charged to different customers based upon frequency of use and other factors deemed appropriate by Company in its sole discretion.
Limitations on Use of Site by Customer.
Customer may not publish, copy, download, reproduce or modify the Software or Site or any part thereof or information thereon. Use of the Site, including the Software and Service, by Customer shall be only as contemplated by this Agreement.
Customer shall not use the Site, including the Service and the Software, (a) for any illegal purpose, (b) to transmit any illegal, harmful, threatening, defamatory, scandalous, pornographic, obscene, sexually explicit or graphic, hateful or other objectionable or legally actionable material of any kind, (c) to infringe, interfere with, abuse or otherwise violate the legal rights of any third party, (d) to send spam, flame or introduce any Trojan horses or viruses, or (e) for telemarketing, direct marketing, or other similar activities.
Company reserves the right to determine in its sole discretion whether Customer is in compliance with this Section 3.
Disclaimers; Limitation on Liability.
The Service, including the Software, is provided and made available on an "as is" basis and any use thereof by Customer is at the Customer's sole risk.
COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO THE ACCURACY OR USEFULNESS OF THE SITE, SERVICE OR SOFTWARE OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM PAST PRACTICE OR TRADE USE.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF THIRD PARTIES WHATSOEVER WITH RESPECT TO THE SITE, SOFTWARE OR SERVICE, REGARDLESS OF WHETHER IN CONTRAST OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT COMPANY'S LIABILITY IS SPECIFICALLY LIMITED TO THE AMOUNTS PAID TO AND RECEIVED BY COMPANY FOR THE SERVICE PROVIDED CUSTOMER. CUSTOMER WAIVES ALL RIGHTS OF RECOVERY OF ANY DAMAGES, WHETHER ACTUAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, THAT CUSTOMER MAY INCUR OVER AND ABOVE THE LIMITATIONS SET FORTH HEREIN.
Customer agrees to defend, protect, indemnify, and hold Company harmless from and against any and all claims, costs, expenses and liabilities, including attorneys' fees, made or asserted by any third party arising out of or relating to any use of the Site, Software or Service by Customer. If any action or proceeding is brought against Company by reason of any such matter subject to this indemnity, Customer shall defend such action or proceeding at its sole cost by counsel satisfactory to Company. Company shall be promptly notified by Customer in the event that any claim or demand is made by a third party that may give rise to this provision. Any settlement of any such action shall require the prior written consent of Company, which consent shall not be unreasonably withheld.
Responsibilities of User.
Customer is solely responsible for (a) paying all sales, use, excise or similar taxes which become due with regard to Customer’s use of the Service, irrespective of which party may be responsible for reporting or collecting such taxes, (b) the collection of the Data in compliance with all applicable laws and regulations, (c) the accuracy of the Data, (d) providing assistance to those who access, enter, or create the Data, and (e) following the terms of this Agreement, as they may be changed from time to time by Company in its sole discretion.
All trademarks, service marks and trade names of Company used on the Site or in the Software or Service (including without limitation the Software name, logo, and other Service designs) are the property of and owned by Company. The Site and/or Software also contains or may contain information, text, photographs, designs, graphics, images, sound and video recordings, animation and other materials and effects that are protected by copyrights, trademarks, service marks, or other intellectual or proprietary rights owned by Company or third parties. All trademarks and copyrighted information contained on the Site are the property of their respective owners. Customer is expressly prohibited from reproducing, distributing, publishing, transmitting or otherwise using any graphic designs, style templates, icons, HTML code, computer code in any language, and other graphic elements on the Site without Company's prior written consent. This Agreement does not constitute a license for Customer to use Company's or any other persons' trade names, service marks, inventions, copyrights, trade secrets, patents, know-how or other intellectual property. Any such license, if granted, must be the subject of a separate written agreement.
Use of Third Party Information and Advertising.
Customer understands that (a) information will or may be available on or communicated through the Site by customers, subscribers, advertisers, publishers, marketing agents and other third parties, (b) Company has no control over the accuracy or usefulness of such information, and (c) Company makes no representation or warranty of any kind regarding such information, including its accuracy, usefulness, content or legality. Any use of such information by Customer shall be at Customer’s sole risk, and any loss or damages incurred by Customer as a result thereof shall be a matter to be resolved between Customer and the provider of the information.
The information, including content and advertisements, on the Site or Software are provided for Customer’s review for individual or internal business purposes. Any other use thereof is strictly prohibited, including without limitation, modification, republication, deletion, transmission, distribution, proxy caching, uploading, posting, reproduction, redistribution or any other dissemination without the express written permission of Company or the applicable rights holder. Such information may not be used by Customer or third parties for commercial mass e-mail or by agents or representatives of e-mail spammers.
The Site contains, or may contain, hyperlinks to other websites controlled by third parties. These links are provided solely as a convenience to Customer and do not imply endorsement by Company of, or any affiliation with, or endorsement by, the owner of the linked site. Company is not responsible for the contents or use of any linked site, or any consequence of making the link.
The term of this Agreement will begin when it is effective as first provided above and shall continue until terminated by either party as herein after provided.
Either party may terminate this Agreement at any time with or without cause upon thirty (30) days' prior written notice to the other.
Upon the effective date of termination (i.e., the thirtieth day following written notice), Customer shall cease using the Service and promptly pay all outstanding bills. Company may in its discretion make or maintain copies of Customer's data files and records for legally required archival purposes only.
Customer agrees that Company would be irreparably damaged if the terms of this Agreement were not specifically enforceable, and therefore Customer agrees that Company shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as Company may otherwise have available to it under applicable laws.
Entire Agreement. This Agreement constitutes the complete and entire expression of the agreement between the parties with respect to the use of the Site and Software, and shall supersede any and all other agreements, whether written or oral, between the parties thereto.
Amendment. Any modification or amendment of this Agreement must be in writing and signed by the party against whom it is to be enforced; provided, however, that Company may amend this Agreement upon ten (10) days' prior written notice to Customer. If any such amendment by Company is unacceptable to Customer, Customer may terminate this Agreement upon five (5) days' written notice to Company. If no such notice is received by Company from Customer within such five (5) day period, the amendment of this Agreement by Company shall be deemed accepted by Customer.
Assignment. This Agreement may not be assigned or transferred by Customer without Company's prior written consent.
Attorney's Fees. In the event any litigation or other action is brought by either party in connection with this Agreement, the prevailing party shall be entitled to recover from the other party all the costs, attorney's fees and expenses incurred by such prevailing party with respect to such litigation or other action.
Governing Law. This Agreement shall be governed by and construed under the Laws of the State of Oregon, as such laws are applied to contracts entered into and to be performed in such state between residents thereof. The venue for any litigation shall be Washington County, Oregon.
Severability. The provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall not be affected by such invalidity or unenforceability unless such provision or the application of such provision is essential to the Agreement.
Communications. All notices may be sent by e-mail, fax, express mail, mail, or registered mail to the e-mail address, fax number, or address most recently provided, and will be effective upon transmission.
For further assistance, you may contact RouteADE.com at: