BY PLACING A WIDGET ON YOUR SITE, OR BY CONTINUING TO DISPLAY A WIDGET ON YOUR SITE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING OR DISPLAYING A WIDGET ON YOUR SITE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.
1. Requirements Applicable to Your Site
You may not display any Widget on your site if we determine that your site is unsuitable. Unsuitable sites include those that:
(a) promote or contain sexually explicit materials;
(b) promote violence or contain violent materials;
(c) promote or contain libelous or defamatory materials;
(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) promote or undertake illegal activities;
(f) violate intellectual property rights.
2. Limited License
(i) Subject to the terms of this Agreement, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to display Widgets solely on your site.
(j) The license set forth in this Section 2 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section 2 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Widgets and references with respect to which the license set forth in this Section 2 is terminated or as we may otherwise request from time to time.
3. Use and Display of Widgets
In connection with your use and display of Widgets:
(a) You will ensure that your site is not unsuitable (as described in Section 1 of this Agreement).
(b) You will not add to, delete from, or otherwise alter any Widget in any way. You may, however, customize the Widget using the configuration options we make available to you.
(c) You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search or browse) are occurring.
(d) You will not include on your site, display, or otherwise use any Widget in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
You will provide us with any information that we request to verify your compliance with this Agreement. If we determine that you have violated this Agreement, we may (in addition to any other rights or remedies available to us) terminate this Agreement.
4. Responsibility for Your Site
You will be solely responsible for your site, including its development, operation, and maintenance and for all materials that appear on or within it. For example, you will be solely responsible for:
• the technical operation of your site and all related equipment;
• displaying Widgets on your site in compliance with this Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
• creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all product descriptions and other product-related materials and any information you include in or associate with a Widget);
• using the Widgets, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site, and all other matters described in this Section 4; (c) your use of any Widget whether or not such use is authorized by or violates this Agreement or violates applicable law; (d) your violation of any term or condition of this Agreement; or (e) you or your employees’ negligence or willful misconduct.
5. Reservation of Rights; Submissions
Other than the limited license expressly set forth in Section 2, we reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Widgets, link formats, any technical specifications, guidelines, or graphical artwork that may be made available to you with the Widgets.
6. Compliance with Laws
In connection with your use and display of Widgets on your site, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).
7. Term and Termination
The term of this Agreement will begin upon your display of any Widget on your site and will end when terminated by you or us. You may terminate this Agreement at any time, with or without cause, by ceasing to display Widgets on your site. We may terminate this Agreement at any time, with or without cause, by ceasing to serve Widgets to your site, otherwise ceasing to make Widgets available to you, or by providing written notice of termination to you. Upon any termination of this Agreement, any and all licenses you have with respect to any Widgets will automatically terminate, and you will immediately stop using, and remove from your site, all Widgets and any other materials provided by or on behalf of us to you in connection with this Agreement. Upon any termination of the term of this Agreement, all rights and obligations of the parties will be extinguished. No termination of this Agreement will relieve either party of any liability for any breach of, or liability accruing under, this Agreement prior to termination.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a revised agreement on the site www.smartrideshare.com. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE AND DISPLAY OF WIDGETS ON YOUR SITE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT ON THE SITE WWW.SMARTRIDESHARE.COM WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that reasonably contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
12. Limitation of Liability
WE WILL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT YOUR USE OR DISPLAY OF WIDGETS ON YOUR SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE WIDGETS, THE SMARTRIDESHARE.COM SITE, ANY SERVICES OFFERED ON THE SMARTRIDESHARE.COM SITE, ANY CONTENT, THE SMARTRIDESHARE.COM DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE WIDGETS, THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT, OR (Z) ANY TERMINATION OF THIS AGREEMENT.
Any dispute relating in any way to this Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $100 will be adjudicated in any state or federal court in King County, Washington, and you consent to exclusive jurisdiction and venue in such courts. The laws of the State of Washington, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or other person or entity’s intellectual property or proprietary rights.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Whenever used in this Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement, may be made, taken, or given in our sole discretion.
This document was last updated on October 20, 2014.