TERMS & CONDITIONS

Definitions
“Effective Date” means the date on which this agreement takes effect.
“Initial Period” means the period of 12 months commencing on the Effective Date.
“Intellectual Property Rights” means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.
“Downtime” means a period during Hosted Application Hours during which there is total loss of the Services.
“Outage” means an instance of Downtime.
“Service Interruption” means a period during which there is partial loss of the Services.
“Support Service Levels” means the Technical Support Services which are to be provided to the Subscriber by Car Coordinates™.
“Subscription Order Agreement” means the document signed or e-signed by Subscriber and Car Coordinates™ resulting in the relationship that is the subject of this document.
“Services Fee” means the fee associated with the service level requested by the Subscriber.
“Term” means the effective term of this Agreement.
“Trade Secret” any information, including a formula, pattern, compilation, device, method, technique, or process, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Relationship of the Parties
The parties shall be deemed to be solely independent business entities and this Agreement shall not be construed to create any form of partnership, franchise, joint venture, agency relationship, or any other recognized business association other than that of a sales relationship where Car Coordinates is the provider and Subscriber is the end user.

Payment Terms
Subscriber will pay Car Coordinate any amounts due and owing to Car Coordinate relating to the purchase of Products and Services in accordance with the terms listed in Section 3 of this document. The pricing related to such products and services is found in the Subscription Order Agreement between Car Coordinates and Subscriber.

Invoices are due and payable within thirty (30) days of issuance of each invoice, unless otherwise agreed to in writing by both parties.

An interest rate of 1.5% per month will be charged on the principal amount of the credit extended beginning on the 30th day after the date on which the amount is due.

If a dispute arises in relation to a particular invoice, it is the Subscriber’s sole responsibility to dispute charges within ten (10) business days of invoice date. Subscriber agrees that failure to dispute charges within ten (10) days of invoice date will result in forfeiture of Subscriber’s right to dispute and will render Subscriber liable for total amount as invoiced. A dispute within the dispute period will not alter, in any way, the discount period.

Duration
This Agreement shall continue in effect for one year commencing on the Effective Date.

This agreement shall be automatically renewed at the end of the current term for successive one year terms unless either party gives written notice of its intention not to renew sixty (60) days before expiration of the current term.

In the event that either party believes that the other materially has breached any obligations under this Agreement, such party shall so notify the breaching party in writing. The breaching party shall have thirty (30) days from the receipt of notice to cure the alleged breach and to notify the nonbreaching party in writing that cure has been effected. If the breach is not cured within the sixty (60) days, the non-breaching party shall have the right to terminate the Agreement without further notice.

Upon Termination of this Agreement for cause all access to the Licensed Materials by Licensee and Authorized Users shall be terminated. Authorized copies of Licensed Materials may be retained by Licensee or Authorized Users and used subject to the terms of this Agreement.

Attorney’s Fees for Collection of Past Due Balance
In the event legal action is necessary to enforce the payment terms of this Agreement, Car Coordinate shall be entitled to collect from the Subscriber any judgment or settlement sums due plus reasonable attorney’s fees, court costs and other expenses incurred by Car Coordinates for such collection action.

Pricing
It is understood and agreed to by both parties that pricing for Products and Services provided by Car Coordinate to Subscriber shall be as outlined in this document and the Subscription Order Agreement. If there are conflicting prices, the Subscription Order Agreement will have precedence. Prices are subject to change effective either on the Effective Date or on January 1st of each year following the Effective Date.

Renewal or changes to subscription levels require subscriber’s signing an amended agreement.

Billing and Invoicing
Non-recurring charges to include training, consulting, etc. will be billed as they are incurred. Failure of payment by due date may result in service interruption.

Dispute of Charges
Subscriber must dispute charges within ten (10) days of invoice date. Subscriber agrees that failure to dispute charges within ten (10) days of invoice date will result in forfeiture of Subscriber’s right to dispute and will render Subscriber liable for total amount as invoiced.

Additional Services
Any services requested and not listed in the document may require a subsequent “Request for Services” or “Subscription Order Agreement” document to be signed by both parties prior to requested services being complete.

Indemnification
SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, SUBSCRIBER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS CAR COORDINATE FROM ANY AND ALL CLAIMS, SUITS, DAMAGES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES, COURT COSTS AND RELATED EXPENSES, IF APPLICABLE) INCURRED BY CAR COORDINATES AS A RESULT OF (I) THE ACTIONS OR OMISSIONS OF SUBSCRIBER, ITS EMPLOYEES AND AGENTS, IN CONNECTION THE PROVISION OF PRODUCTS AND SERVICES PURSUANT TO THIS AGREEMENT OR (II) THE BREACH OF THIS AGREEMENT BY SUBSCRIBER.

Disclaimer of Warranties
CAR COORDINATES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CAR COORDINATES DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability
IN NO EVENT SHALL CAR COORDINATES' AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOT WITH STANDING THE ABOVE, SUBSCRIBER'S EXCLUSIVE REMEDIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTIONS WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE DOLLAR AMOUNT WHICH SUBSCRIBER ACTUALLY PAID DURING THE TERM OF THIS AGREEMENT.

Release and Waiver of Liability
Subscriber and Subscriber’s company, releases, and agrees to indemnify and hold harmless, Car Coordinates, from any and all liability that may be associated with the use of Products or Services. This release includes, but is not limited to data loss, corruption, destruction, as well as unwanted or unauthorized access. Under no circumstances shall Car Coordinates be liable to Subscriber, Subscriber’s company, or any other person for any damages, including without limitation any indirect, incidental, special or consequential damages, expenses costs, profits, lost savings or earnings, lost or corrupted data, or other liability arising out of or related to the services provided by Car Coordinates or by services offered, including, but not limited to Car Coordinates upload and export software. Subscriber acknowledges and agrees to release and hold harmless Car Coordinates from and against any loss, liability, or damage, including without limitation, any indirect, incidental, special or consequential damages, expense, costs, profits, lost savings or earnings or liability that Subscriber, Subscriber’s clients, or any related third-parties may suffer arising out of, or related to, the services provided.

Jurisdiction and Venue
Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the internal law, and not the law pertaining to conflicts or choice of law, of the State of Texas.

In respect of any action, suit or other proceeding relating to this Agreement, each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any state or federal court located in the County of Harris, State of Texas. EACH PARTY HEREBY WAIVES ANY RIGHT IT OR HE MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS, OR TO OBJECT TO VENUE TO THE EXTENT THAT ANY ACTION, SUIT OR OTHER PROCEEDING IS BROUGHT IN RELATION TO OR ANCILLIARY TO THIS AGREEMENT.

Execution
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same instrument.

Each party here to agrees that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor or against one party because such party is deemed to be the author thereof. 20.3. This document may be executed by electronic signature, and Subscriber agrees that electronic signature will carry the full weight and intent of the signatory, and shall fully comply with the rules and guidelines associated with electronic signatures as listed in the Texas Uniform Electronic Transactions Act (Texas Business & Commerce Code – Chapter 43).

Severability Clause
In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.

It is further agreed that if part of the Agreement is determined invalid, either party may open negotiations solely with respect to a substitute for such Article, Section, or portion, within two (2) weeks after a ruling has been made.

Drafting
Each of the parties hereto acknowledges that each party was actively involved in negotiating and finalizing this Agreement.

Each party hereto agrees that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor or against one party because such party is deemed to be the author thereof. 23.

Notice - All notices given under this Agreement must be in writing and will be effective if delivered by hand, or sent by certified mail, postage prepaid, or by a nationally recognized overnight courier service, addressed as follows, or to such other address as either party may substitute by prior notice. In the event alternative mailing addresses are not provided, the Parties agree that notice is proper if transmitted, as provided herein, to the Subscriber at the address listed on the Subscription Order Agreement document, and to Car Coordinates at 18310 Spruce Creek, Houston, TX 77084.