QLeads (Powered by AutoTextDriver) Terms of Service
LAST MODIFIED: APRIL 12, 2016 – PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
QLeads uses technology provided by a third party, AutoTextDriver. In addition to the terms and conditions contained in your Quorum Dealer Management System Sales, License and Maintenance Agreement, BY USING QLEADS, YOU ARE ALSO AGREEING TO THE FOLLOWING TERMS. These Terms of Service may be updated from time-to-time.
1) Standards of Service. AutoTextDriver represents and warrants to the Client that it has the experience and ability to perform the Services provided hereunder, and that it will perform the Services in a professional, competent and timely manner and in compliance with all applicable laws.
2) Ownership of the Services and Licence. All proprietary rights and interest in or related to the Services are and will remain the exclusive property of AutoTextDriver. The Services are not being sold to the Client. The Client is granted a limited, revocable, non-transferable, non-exclusive licence (“Licence”) to use the Services for internal business purposes on smartphones, computers and other devices that it, or its employees and representatives, own or control. The Licence shall continue until it is terminated, in accordance with Section 5. The Client may not modify, copy, reproduce, reverse engineer, publish, post, transmit, distribute, create derivative works from, transfer or sell, the Services. The Client owns all right, title, and interest to information it transfers to AutoTextDriver (“Client Content”). The Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Content, and, without limiting this Section 2, the Client shall indemnify and hold AutoTextDriver, its directors, officers, employees, contractors, agents, representatives and shareholders (collectively, “Others”) harmless from and against any and all claims (including all claims of infringement of a patent, copyright, trade secret or other industrial or intellectual property right), losses, damages, liabilities, costs and expenses, including legal expenses and fees on a solicitor and own client basis (collectively, “Claims”) asserted against, arising out of or suffered by AutoTextDriver as a result of such Client Content (including, but not limited to, non-compliance with privacy and anti-spam laws). This indemnity shall survive termination of this Agreement.
3) Additional Terms. The Client’s use of the Services may be governed by terms (“Additional Terms”) established by the app store provider (“Provider”) from whom the Client downloaded the Services, in addition to this Agreement. The Client represents and warrants that it is not prohibited by any applicable laws or Additional Terms from downloading and using the Services. By downloading, installing, using and accessing the Services, the Client acknowledges and agrees that this Agreement is between the Client and AutoTextDriver, and not with the Provider, and that the Provider has no liability or obligation to the Client, except as the Client and the Provider may specifically agree.
4) LIMITATION OF WARRANTIES. THE PARTIES EXPRESSLY AGREE THAT THE WARRANTIES CONTAINED IN SECTION 1 ARE IN LIEU OF, AND THE CLIENT HEREBY WAIVES, ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE CLIENT ACKNOWLEDGES AND AGREES THAT EXCEPT AS PROVIDED IN SECTION 1, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. THE CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH AUTOTEXTDRIVER WOULD NOT HAVE AGREED TO ENTER THIS AGREEMENT. THE CLIENT ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT. THIS SECTION 6 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
5) LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE CLIENT BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES FROM AUTOTEXTDRIVER OR ITS OTHERS WHICH THE CLIENT MAY SUFFER ARISING OUT OF, RELATED TO OR CAUSED BY THIS AGREEMENT, THE SERVICES OR THE USE THEREOF, EVEN IF AUTOTEXTDRIVER HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF AUTOTEXTDRIVER AND ITS OTHERS TO THE CLIENT FOR DIRECT DAMAGES SUFFERED BY THE CLIENT ARISING OUT OF, RELATED TO OR CAUSED BY THIS AGREEMENT, THE SERVICES OR THE USE THEREOF, EXCEED A MAXIMUM AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY THE CLIENT FOR THE SERVICES. THE CLIENT ACKNOWLEDGES THAT THE FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT AUTOTEXTDRIVER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. THIS SECTION 7 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
6) Indemnity to AutoTextDriver. The Client agrees to indemnify and hold AutoTextDriver and its Others harmless from and against any and all Claims arising out of the performance by AutoTextDriver of the Services, which indemnity shall survive any termination of this Agreement.
7) Unauthorized Use. The Client will only permit its representatives to use the Services. The Client will not use, or allow others to use, the Services: (i) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; (ii) to attempt to gain access to or to derive the source code of the Services; (iii) in a manner that modifies or creates derivative works therefrom; or (iv) in a manner reasonably considered as injurious, or likely to be injurious, to AutoTextDriver. The Client shall immediately notify AutoTextDriver of any unauthorized use of the Services.