adasThink Terms of Service
These Terms of Service (this “Agreement” or “Terms”) is a legal agreement between 12434725 Canada Ltd. d/b/a adasThink (“adasThink, or “We” or “Us”) and you, the entity on behalf of which you agree, and any employees, agents, or subcontractors of such entities who access or use the developer materials described below (“You” or “Your”).
1. Application of Terms
1.1 These Terms apply to your use of the Service (as that term is defined below). By setting up an account you:
(a) agree to these Terms; and
(b) where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.2 If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
2.1 We may make changes to these Terms from time to time by updating these Terms on our website. Unless stated otherwise, any change takes effect from the date the Terms are updated on the website. You understand and agree that You are responsible for staying
current with and ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
3.1 In these Terms:
adasThink Software means the software owned by us (and our licensors) that is used to provide the Service.
Affiliate means as to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or under common control with such Person. As used in this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).
Confidential Information means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) information relating to the Disclosing Party’s methods, processes, code, data, information technology, network designs, passwords, and sign-on codes; (iii) any other information that is designated as confidential by the Disclosing Party; and (iv) Personal Information.
Data means all data, content, and information (not including any of your personal information or third-party personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.
Force Majeure means an event that is beyond the reasonable control of a party, excluding:
Including and similar words do not imply any limit.
Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
A party includes that party’s permitted assigns.
A Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, association, partnership, unincorporate entity, a government department, or any other legal entity.
Personal information means information about an identifiable, living person.
Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
Service means the provision by Us to You of software and web-based services to manage and effectuate the repair of automobile advanced driver assistance systems
Start Date means the date that you create an adasThink account.
Underlying Systems means the adasThink Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third-party solutions, systems and networks.
Website means the Internet site at www.adasthink.com,
any subdomains thereof, or such other site notified to you by us.
You or your means you or both you and the other person on whose behalf you are acting, as applicable.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
4. Provision of the Services
4.1 During the term of this Agreement, You may access and use Our Service.
4.2 Your right to use our Service is non-exclusive and non-transferable without the written consent of adasThink.
4.3 We will use reasonable efforts to ensure the Service is available during normal business hours. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure, or in the event a third-party feature providers ceases being such a provider to us. In those cases, We will use reasonable efforts to publish on the Website or notify You by email.
5. Your Obligations
5.1 You will not directly or indirectly:
(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or any software, documentation or data related to the Service;
(c) use the Service if You or Your Affiliates are a competitor of adasThink; or
(d) access or use the Service in order to
(i) build a competitive product or service,
(ii) build a product using similar ideas, features, functions or graphics of the Service,
(iii) copy any ideas, features, functions or graphics of the Service, or
(iv) monitor the functionality, performance, or availability of the Service, or for any other competitive or benchmarking-related purposes.
5.2 You will not offer of the Service for sale in any form (or compilations based on any part of the Service), over any medium, directly or indirectly.
5.3 We make no warranties as to accuracy or completeness of the Service, which are provided as a diagnostic aid only. As a professional repair business, you acknowledge and agree that it is your responsibility to independently research and verify the information provided to you by the Service before carrying out any work in connection with the Services.
5.4 When accessing the Service, you and your personnel must:
(a) not impersonate another person or misrepresent authorisation to act on behalf of others or us;
(b) correctly identify the sender of all electronic transmissions;
(c) not attempt to undermine the security or integrity of the Underlying Systems;
(d) not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
(e) not attempt to view, access or copy any material or data other than:
(i) that which you are authorised to access; and
(ii) to the extent necessary for you to use the Service in accordance with these Terms.
(f) neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third-party right (including Intellectual Property Rights and privacy rights) or is incorrect or misleading.
5.6 You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service. You represent and warrant that You have all of the rights or consents necessary for the uploading or use of the Data in the course of using the Service; and the storage, display, publication, performance, integration, use and transmission of Data through the Service does not violate any law or this Agreement.
5.7 A breach of any of these Terms by your personnel or persons that you allow to access these Services is deemed to be a breach of these Terms by You.
5.8 You may be invited to another's customer's plan. If You accept and join their plan, the person who invited you may be able to
(a) access, disclose, restrict, or remove your Data in or from your account; and
(b) monitor, restrict, or terminate your access to their plan.
Our responsibilities do not extend to the internal management or administration of the Service for You or others.
6.2 You own the Data, and you acknowledge that:
(a) we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
6.3 You acknowledge and agree that:
(a) We may:
(i) use Data and strictly non-personal information about you and your end users’ use of the Services to generate anonymized and aggregated statistical and analytical data (“Analytical Data”);
(ii) use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
(iii) supply Analytical Data to third parties;
(b) our rights under clause 6.3a above will survive termination of expiry of the Agreement; and
(c) title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
6.5 You agree that we may store Data in secure servers in the United States or Canada and may access that Data from time to time.
6.6 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third-party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is incorrect or misleading.
7. Fees and Payment for Purchased Services
7.1 You will pay us all Fees specified on the plan that you select on our Website.
7.2 Fees are based on our making available the Service to you and not actual usage.
7.3 You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for the Service you select on our Website for the initial subscription term and any renewal subscription term(s) as set forth in section 8. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
7.4 Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this section 7.4, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
7.5 You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features
8.1 A free trial commences on the date You register for a free trial and terminates at the earlier of (i) 30 days from the Start Date; or (ii) when You have uploaded 10 estimates or other documents to the Service.
8.2 Paid services commence on the date You register for a paid service.
8.3 If You have chosen a monthly plan, this Agreement remains in effect for a term of one calendar month, and automatically renews every month, provided that:
(a) you may terminate this Agreement at any time, provided that you will be responsible to pay for and we will continue to provide the Service until the end of the calendar month that You terminate this Agreement; and
(b) we may terminate this Agreement at any time, and this Agreement will terminate immediately, and You will be entitled to a pro-rata refund for the unused portion of the month.
8.4 If You have chosen an annual plan, this Agreement remains in effect for 365 days and automatically renews on the anniversary of the annual plan unless it is terminated by either party:
(a) You may terminate this Agreement
(i) on giving Us 60 days written notice, upon which We will provide You with a pro-rata refund for the unused portion of the year at the end of the notice period; or
(ii) upon giving Us written notice of non-renewal at any time, and this Agreement will terminate at the end of the annual plan; and
(b) we may terminate this Agreement at any time, and You will be entitled to a pro-rata refund for the unused portion of the year.
8.5 Notwithstanding anything in this section 8, if you default in the payment of any sum of money payable under this agreement, or in any of your obligations under this agreement, we may, in our sole discretion, terminate this agreement immediately without notice to you and declare all amounts due and to become due immediately due and payable. These remedies are cumulative and in addition to all other rights and remedies available to us, by operation of law or otherwise.
8.6 We reserve the right to modify the Fees for our Service at any time prior to expiry of the term (monthly or annually, as the case may be) of the Agreement.
8.7 If You are acquired by, sell substantially all of Your assets to, undergo a change of control in favour of, or become an Affilate of, a director competitor of adasThink, this Agreement terminates immediately. We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination.
8.8 The terms in sections 6, 9.1-9.3, 9.5, and 10 survive the termination of this agreement indefinitely.
9. Intellectual Property
9.1 Subject to section 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
9.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, royalty-free, transferable, irrevocable licence to use, store, copy, and modify the Data for the sole purposes in section 6 above.
9.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
9.4 You grant adasThink a non-exclusive and royalty-free license to use your company’s name and logo(s) for marketing and advertising purposes for the duration of this agreement.
9.5 If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
(a) all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
(a) we may use or disclose the feedback for any purpose.
10.1 Each party must, unless it has the prior written consent of the other party:
(a) keep confidential at all times the Confidential Information of the other party;
(b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
(c) disclose the other party’s Confidential Information to its personnel or professional advisors on a need-to-know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, section 10.1(a) and (b).
10.2 The obligation of confidentiality in section 10.1 does not apply to any disclosure or use of Confidential Information:
(a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
(b) required by law (including under the rules of any stock exchange);
(c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
(d) which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
(e) by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this section 10.
11.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
11.2 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS OR WARRANTIES RELATING TO THE SERVICE OR OUR WEBSITE, INCLUDING, NOT LIMITED TO, (1) ANY WARRANTY AS TO THE QUALITY, ACCURACY, SUITABILITY, OR COMPLETENESS OF THE INFORMATION CONTAINED IN OR PROVIDED BY THE SERVICES, AND (2) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT.
11.3 YOU UNDERSTAND THAT WE PROVIDE THE SERVICE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING THE SERVICE AND YOU WILL NOT RELY ON THE SERVICE OR INFORMATION PROVIDED BY THE SERVICE WITHOUT CONSULTING AND VERIFYING ITS ACCURACY, COMPLETENESS, OR TIMELINESS WITH THE RELEVANT ORIGINAL EQUIPMENT MANUFACTURER REPAIR PROCEDURES.
11.4 WE DO NOT GUARANTEE THE SEQUENCE, ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE. WE HAVE THE RIGHT TO CHANGE THE CONTENT OR TECHNICAL SPECIFICATIONS OF ANY ASPECT OF OUR WEBSITE OR OUR SERVICES.
12.1 Our sole liability to you or any third parties for claims, notwithstanding the form of such claims (e.g. tort, contract, negligence, or otherwise), arising out of errors or omissions in the Service, unavailability of the Service, or the interruption or delay of the Service, will be to use commercially reasonable efforts to make the Service available as soon as possible.
12.2 Our liability under this Agreement or for any claims connected to this Agreement, notwithstanding the form of such claims, will be limited to the lesser of: (i) the amount of actual damages incurred by you; or (ii) an amount which will not exceed three months’ equivalent to the average total monthly charges paid by you for the Service during the twelve months preceding the month in which the damage or injury is alleged to have occurred, or such lesser amount of months if you have used the Service for less than twelve months.
12.3 IN NO EVENT WILL WE BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH YOU MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.1 Time is of the essence in this Agreement.
13.2 This Agreement contains the entire Agreement between you and us. There is no representation, warranty, collateral agreement or condition which affects this Agreement other than as expressed in this Agreement. This Agreement may not be amended other than in writing.
13.3 You may not assign this Agreement, in whole or part, without our consent. We may assign, transfer, pledge, or otherwise dispose of this Agreement to one or more assignees.
13.4 If any provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable, the validity, legality, or enforceability of the remainder of this Agreement will not be in any way impaired or affected.
13.5 This Agreement will be governed by, and construed in accordance with, the laws of Ontario, Canada. The parties agree that any disputes whatsoever arising under, in connection with or incident to this Agreement will be litigated in and before the courts in Ontario, Canada.
13.6 You represent and warrant that You are duly authorized to enter into this Agreement on behalf of your principal, if any.
13.7 We reserve the right to revoke acceptance of this agreement or make corrections due to pricing errors or miscalculations.