Last updated: Jan 1, 2018
Speed Digital is pleased to provide you with access to and use of our websites, applications, content, streaming services, products, goods, equipment, services, promotions, software, technology and any other materials (collectively, “Speed Digital Services”) that we may provide.
The Speed Digital Services are not intended for anyone under the age of 18. If you are under 18 years of age, you must access and/or use any Speed Digital Services only with the involvement of your parent or guardian.
In all cases, the underlying contract shall control and all language/terms conflicts shall be resolved in favor of the underlying contract.
Supplemental terms and conditions may apply to certain Speed Digital Services, such as rules for a particular activity, or terms that may accompany certain content, software or other materials accessible through the Speed Digital Services (“Supplemental Terms”). Any Supplemental Terms will be disclosed to you in connection with those other activities and will apply and govern specifically over such activities.
Please note that in the event of any direct conflict between these Terms and the Supplemental Terms to which you agreed, the Supplemental Terms will govern and control.
2. CHANGES TO THESE TERMS.
3. SPEED DIGITAL’S INTELLECTUAL PROPERTY; LIMITED LICENSE TO SPEED DIGITAL SERVICES.
You acknowledge and agree that the Speed Digital Services, and any logos, names, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, proprietary or other rights arising therefrom are owned by Speed Digital or its affiliates, licensors or suppliers. Furthermore, you acknowledge and agree that the source and object code of certain Speed Digital Services (such as our mobile applications) and the format, directories, queries, algorithms, structure and organization of the same are the intellectual property, proprietary and confidential information of Speed Digital and its affiliates, licensors and suppliers. You expressly agree that you will do nothing inconsistent with Speed Digital’s ownership of the Speed Digital Services, and that you gain no rights, title, or interest in or to any Speed Digital Services, except as stated in these Terms or any executed written agreement between you and Speed Digital. In addition, except as expressly set forth in these Terms, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of Speed Digital or any third party.
3B. Limited License.
For any Speed Digital Services which enable you to use any software, content, or other materials owned or licensed by us only after you become validly authorized by us, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Speed Digital Services, and any related software, content, or other materials FOR YOUR USE OF SPEED DIGITAL’S TRANSPORATION MODULE ONLY, unless otherwise specified in the Supplemental Terms documents.
You are prohibited from, and expressly agree that you will not: (i) circumvent or disable any content protection system or digital rights management technology used with any Speed Digital Services; (ii) decompile, reverse engineer, disassemble or otherwise reduce any Speed Digital Services to a human-readable form; (iii) remove identification, copyright or other proprietary notices in or on the Speed Digital Services; (iv) access or use any Speed Digital Services in an unlawful or unauthorized manner or in a manner that suggests an association with our content, products, services or brands, unless you have an executed agreement with us that allows for such activity; (v) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any Speed Digital Services or any part thereof, except as expressly authorized in these Terms or as part of the Speed Digital Services provided to you; (vi) introduce a virus or other harmful component, or otherwise tamper with, impair or damage any Speed Digital Services or connected network, or interfere with any person or entity’s use or enjoyment of any Speed Digital Services; (vii) access, monitor, or copy any element of the Speed Digital Services using a robot, spider, scraper or other automated means or manual process without our express written permission; or (viii) sell, resell, or make commercial use of the Speed Digital Services, unless you have an executed agreement with us that expressly allows for such activity. You may not access or use any Speed Digital Service in violation of United States export control and economic sanctions requirements. By accessing or otherwise using any services, content or software through any Speed Digital Services, you represent and warrant that: (ix) your access to and use of the Speed Digital Services, or any content or software therein, will comply with any and all requirements in these Terms; (x) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a terrorist supporting country, and that you are not listed on any U.S. government list of prohibited or restricted parties; and (xi) you will comply with all applicable local, national, and international laws, rules, regulations and ordinances in connection with your use of any Speed Digital Services and our websites.
3D. Third Party Services and Content.
Certain opinions, advice, statements, or other information, including without limitation, food, nutrition and exercise data, may be made available by third parties through or in connection with the Speed Digital Services (“Third-Party Content”). This Third-Party Content belongs to the respective authors or providers of the applicable Third-Party Content and these authors and providers are solely responsible for the Third-Party Content they provide in connection with the Speed Digital Services. Speed Digital does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party content on any Speed Digital Service; or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice or statement made by a third-party as part of any third-party content. Under no circumstances will Speed Digital be responsible for any loss or damage resulting from your reliance on third-party content posted on the Speed Digital Services or transmitted to or by any third-party in connection with the Speed Digital Services.
3E. App Providers.
If you access any Speed Digital Service using an Apple iOS or other third party device, you acknowledge that each of those third party companies, such as Apple Inc. (each, “App Provider”), will not be responsible for any damages arising out of the failure of a Speed Digital Service to operate as intended.
When accessing any Speed Digital Services by or through an App Provider, you acknowledge and agree that: (i) these Terms are concluded between you and Speed Digital, and not with the App Provider, and that we are solely responsible for any Speed Digital Services (such as mobile applications), and not the App Provider; (ii) the App Provider has no obligation to furnish any maintenance and support services with respect to any Speed Digital Services; (iii) in the event of any failure of the Speed Digital Services to conform to any applicable warranty: (a) you may notify the App Provider and the App Provider will refund the purchase price for the Speed Digital Services to you (if applicable); (b) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Speed Digital Services; and (c) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility; (iv) the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to any Speed Digital Services or your possession and use of the Speed Digital Services, including without limitation: (d) product liability claims; (e) any claim that the Speed Digital Service fails to conform to any applicable legal or regulatory requirement; and (f) claims arising under consumer protection or similar legislation; (v) in the event of any third party claim that the Speed Digital Service or your possession and use of the same infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms; (vi) the App Provider and its subsidiaries, are third party beneficiaries of these Terms as it relates to your license of the Speed Digital Services, and that, upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof; and (vii) you must also comply with all applicable third party terms of service when using the Speed Digital Services. As also mentioned in these Terms, you represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a terrorist supporting country, and that you are not listed on any U.S. government list of prohibited or restricted parties.
3F. Disclaimer of Warranties.
You acknowledge and agree the Speed Digital Services, including without limitation, any products, goods, services, websites, applications, content and advice, are provided “as is” and “as available”, with all faults, and without performance assurances or guarantees of any kind. We expressly disclaim any and all warranties, conditions, and representations, express or implied, regarding the Speed Digital Services, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality, and warranties arising from course of dealing, usage or trade practice. We make no guarantee or warranty that the Speed Digital service will meet your requirements or that they will be uninterrupted or error-free. We further make no guarantee or warranty as to the particular goals, results, benefits or outcomes that may be achieved or obtained through use of any Speed Digital Services. You agree to use the Speed Digital Services at your sole risk.
You will not hold Speed Digital or its third-party service providers, licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to or use of the Speed Digital Services, including without limitation any loss or damage to any of your computers or data, as the Speed Digital Services may contain bugs, errors, problems or other limitations.
You acknowledge that we do not control any advertisements, product descriptions, products, or content offered by third parties on or through our websites, including without limitation, information or products provided by license to us from third parties. Certain warranties with respect to particular products/services accessed for sale through our websites may be available through manufacturers' warranties, though not through Speed Digital; please read the warranties included in the documentation provided along with those products/services for further details. Except as otherwise agreed in writing, we assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability, or usefulness of third-party content, third-party services, or third-party products (including product descriptions) distributed or made available by third parties through our websites.
3G. Mobile Networks; Texting.
When you access any Speed Digital Services through a mobile network, such as one of our mobile applications, or you sign up for our text message programs, your network or roaming provider’s messaging, data and other rates and fees may apply. Not all Speed Digital Services may work with your network provider or device.
When you sign up to receive text messages from us, you acknowledge and agree you will receive such text messages using an autodialer to the number you provide, and that your consent for us to send you text messages is not a condition of purchasing any Speed Digital Services. Not all carriers may be included within our text messaging programs. You are free to opt-out of receiving text messages from us at any time. Please see any additional instructions provided to you at the time you sign up.
4. YOUR CONTENT AND ACCOUNT.
4A. User Generated Content.
You may not submit or upload User Generated Content that Speed Digital determines in its sole and absolute discretion is illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law. We have the right, but not the obligation, to monitor, screen, post, remove, modify, store and review User Generated Content or communications you submit, at any time and for any or no reason, including to ensure that the User Generated Content or communication conforms to these Terms, without prior notice to you.
You represent and warrant that your User Generated Content conforms to these Terms and that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit, your User Generated Content in all manners contemplated by these Terms. You agree to indemnify and hold us and our affiliates and subsidiaries, and each of their respective employees and officers, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights.
We will not be responsible or liable to any third party for any User Generated Content. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by other users of the Speed Digital Services, or any authors, experts, celebrities or otherwise. User Generated Content shall not state or reflect the attitudes and opinions of Speed Digital, and any views and opinions expressed on our websites shall not be attributed to or otherwise endorsed by Speed Digital. You agree to comply with all applicable local, national, and international laws, rules, regulations and ordinances in connection with your use of any Speed Digital Services and our websites.
4B. License to Your User Generated Content.
We do not claim ownership to your User Generated Content; however, you grant us a perpetual, fully paid-up, non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works of, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in any and all media and channels now known or hereafter devised (including in connection with the Speed Digital Services and on third-party sites and platforms such as Facebook®, YouTube® and Twitter®), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity. This includes without limitation our use of your User Generated Content in connection with any advertising, product packaging, printed publications, presentations, promotional materials, events and associated marketing materials, television and digital commercials, videos, social media websites, or on our websites. We are not, however, obligated to use your User Generated Content.
To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a limited, non-transferable, non-exclusive license to create a derivative work using our copyrighted works as required for the sole purpose of creating the materials, provided that such license shall be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.
4C. Public Forums.
Certain Speed Digital Services may include public forums, which may include without limitation, discussion forums, message boards, blogs, chat rooms or instant messaging features. You acknowledge these public forums are for public and not private communications. You further acknowledge that any User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum may be viewed on the Internet by the general public, and therefore, you have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Generated Content you upload, submit, post, transmit, communicate, share or exchange by means of any public forum and for the consequences of submitting or posting same.
4D. User Conduct.
You must only use the Speed Digital Services for lawful purposes, and you must not use them in a way that infringes the rights of anyone else or that restricts or inhibits anyone else's enjoyment of any Speed Digital Services. In using any Speed Digital Services, and in particular, our websites, you expressly acknowledge you are prohibited from, and agree that you will not without our prior express written consent:
copy, reproduce, or improperly use or access any content on our websites;
modify, distribute, or re-post any content on our websites for any purpose; or
use the content on our websites for any commercial exploitation whatsoever.
disrupt or interfere with the security of, or otherwise abuse, our websites, or any services, system resources, accounts, servers, or networks connected to or accessible through our websites or affiliated or linked sites;
access content, data or portions of our websites which are not intended for you, or log onto a server or account that you are not authorized to access;
attempt to probe, scan, or test the vulnerability of the Speed Digital Services, including websites, applications, or any associated system or network, or breach security or authentication measures without proper authorization;
access any Speed Digital Services or our websites through any automated means, such as “robots,” “spiders,” or “offline readers”;
interfere or attempt to interfere with the use of our websites or applications or the Speed Digital Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing";
use any data mining, “scraping”, web crawling, robots, or similar data gathering and extraction methods on our websites;
harass, “stalk”, disrupt or interfere with any other user's enjoyment of our websites or affiliated or linked sites;
upload, post, or otherwise transmit through or on our websites any viruses or other harmful, disruptive, or destructive files;
use, frame, or utilize framing techniques to enclose any Speed Digital trademark, logo, or other proprietary information (including the images found at our websites, the content of any text, or the layout/design of any page or form contained on a page) without Speed Digital's express written consent;
use meta tags or any other "hidden text" utilizing a Speed Digital name, trademark, or product name without Speed Digital's express written consent;
deeplink to our websites without Speed Digital's express written consent;
create or use a false identity on our websites, share your account information, or allow any person besides yourself to use your account to access our websites;
harvest or otherwise collect information about Speed Digital users, including email addresses and phone numbers;
download, “rip,” or otherwise attempt to obtain unauthorized access to any Speed Digital Services, content or other materials; and
post any copyrighted material unless the copyright is owned by you.
4E. Your Account; Passwords.
Certain Speed Digital Services permit or require you to create an account (such as a Speed Digital account) to enjoy additional services and benefits that we provide. You agree to provide and maintain accurate, current and complete information for your accounts, including as applicable, your name, contact, and payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or if applicable, provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide.
We have adopted and implemented a policy that provides for the suspension or termination, in appropriate circumstances and in our sole and absolute discretion, of the accounts of users who violate these Terms, are repeat infringers of copyright, or engage in, encourage or advocate for illegal conduct.
You are responsible for maintaining the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You may not share your password or other login information with any person; any use of your account by any person other than yourself is grounds for suspension or termination of your account. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the Speed Digital Services. You agree not to use the account, username or password of any other account holder at any time. Speed Digital will not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge.
4F. Member Public Profiles.
When you create an account with us (such as a Speed Digital account), you may be asked to provide certain personal information, such as your name and e-mail address. Some of this information may be publicly viewable by others, such as other Speed Digital members or account holders.
Speed Digital relies on its members to provide current and accurate information, and we do not, and cannot, investigate information contained in member public profiles. Speed Digital does not represent, warrant or guarantee the accuracy of public profile information, and hereby disclaims all responsibility or liability for any information provided by members by means of public profiles or otherwise.
You are solely responsible for your interactions with other members. You acknowledge and agree that Speed Digital does not (i) screen its members; (ii) inquire into the backgrounds of its members; or (iii) review or verify the statements of its members, including without limitation, information or representations contained in public profiles. Speed Digital does not warrant, endorse or guarantee the conduct of its members or their compatibility with you, and you agree to exercise all precautions in your interactions with other members. Like all open forums on the Internet or social media, you should always be careful about what you share in a public forum, and in particular, you should never share your password, social security number or any other personal information.
5. SPEED DIGITAL’S PRODUCTS/SERVICES; WEBSITES; ORDERS.
5A. Product and Service Descriptions, Price and Other Information.
We have taken reasonable precautions to ensure that all product descriptions, prices and other information shown on our websites are correct and fairly described. However, when ordering services through our websites, please note that:
Speed Digital reserves the right to refuse or discontinue the supply of any service to any customer, or change, suspend or discontinue any aspect of our websites at any time in our sole and absolute discretion;
all prices are displayed in United States Dollars unless expressly indicated otherwise;
content may vary from that shown on our websites;
any weights, dimensions, and capacities shown on our websites are approximate only; and,
you will be responsible for all applicable taxes, which may be collected by us.
Please also note that we may be required to change the terms of any products, goods or services that we offer and/or you purchase. This includes without limitation changes to prices, taxes, shipping and handling amounts, specifications, delivery times, and/or package contents. We will provide you with prior notice of any changes, by posting a notice on our websites, sending an e- mail to you at the address you provided at the time of purchase, or by including a notice in any products you receive on an automatic recurring or subscription basis. Speed Digital will not incur any obligation as a result of such change.
We reserve the right to refuse or cancel any service prior to delivery. Some situations that may result in your order being cancelled include system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our credit or fraud departments. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after we have processed your payment but prior to delivery, we will of course refund your payment.
All purchases are subject to applicable shipping and handling, and sales and/or other taxes, which will be applied to your order total. For non-shippable goods, sales and/or other taxes will be calculated based on the billing address provided. For shippable goods, sales and/or other taxes will be calculated based on the shipping address provided. For orders that consist of both shippable and non-shippable goods, sales and/or other taxes will be calculated based on the shipping address
5C. Your Personal and Payment Information.
When you provide any information to us for any reason, such as for Speed Digital Services, you agree to only provide true, accurate, current, and complete information. By providing any credit card or other payment card information to us, you represent that such payment information is correct, and belongs to you or you have the authority to use such payment card. In the case of e- mail, you must provide an accurate e-mail address that is registered to you. You are responsible for promptly updating your information with any changes, especially to keep your billing information current. You must promptly notify us if your payment card is cancelled (for example, for loss or theft). Changes to such information can be made by contacting Customer Service at Morgan@SpeedDigital.com. To help keep your account current and prevent service interruption, you acknowledge Speed Digital may update your payment card information on file when it is set to expire or based on updates it receives from the bank that issues your payment card. You agree that your placement of an electronic order on our websites is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required.
5D. Important Automatic Renewal And Subscription-Based Products.
We offer certain products and services on an automatic or subscription basis, so you can enjoy all the benefits of our products or services on a continuous basis. If you choose this option at the time of your purchase, you agree such products/services will automatically renew at the frequency disclosed to you at the time of your initial purchase (i.e., monthly, quarterly or annual basis, etc.). By choosing the automatic or subscription basis option, you acknowledge and agree your subscription will automatically renew, and unless you cancel, you authorize us to charge your payment card for the products/services you purchased, plus applicable shipping and handling, and taxes. If you purchased a subscription with a free trial period, you authorize us to charge your payment card when the free trial period ends, unless you cancel your subscription before the free trial period ends, and you will not receive a notice from us that your free trial period has ended. The charges will typically occur on or around the same day of the month as your initial purchase, although some charges may be delayed for business or legal reasons. Your automatic subscription will continue until you or Speed Digital cancel your order. If there are any changes to your subscription terms, such as pricing, frequency, date of charge or any other items, we will take commercially reasonable efforts to inform you in writing of such change. You may modify or cancel your subscription at any time by calling our Customer Service at Morgan@SpeedDigital.com. Any modifications or cancellation of your subscription must be received by us at least three (3) days prior to the next scheduled payment/ship date in order to take effect for that period. If you cancel less than three (3) days prior to the automatic renewal day for your subscription, your subscription will continue as scheduled and your cancellation will take effect in the following period.
5E. International Orders.
We do not directly sell certain services in any jurisdiction other than the United States as these products may not be approved for sale in other jurisdictions. While Speed Digital may choose to accept orders for the purchase of its services from non-residents of the United States, the acceptance of such orders and the sale of such services or products will only be based on the following conditions precedent:
you agree that the purchase of any Speed Digital products by you, as a non-resident of the United States, shall be subject to United States Law; and
no foreign law, such as the United Nations Convention on the International Sale of Goods, shall apply to any purchase or sale, and Speed Digital expressly opts out of such applications.
For services sold outside the United States, please note that some Speed Digital Services, including without limitation, programs, content, manuals, instructions and safety warnings may not be localized in destination country languages; and the products, goods, services and accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements. In those cases, you expressly accept those Speed Digital Services in the English language and as they are sold in the United States.
5F. Speed Digital’s Reservation of Rights.
Speed Digital reserves the right to suspend or terminate your interaction with any Speed Digital Services for any or no reason in its sole and absolute discretion, including your access, use or purchase of any products, goods or services that we provide. If you are accessing, using and/or purchasing any Speed Digital Services on behalf of a company, you represent you have sufficient authority to bind that company to these Terms.
5G. Editorial Content.
Some articles on our editorial site may have been written about vehicles being sold by paying clients of Speed Digital’s software and / or digital marketing solutions. The decision to write articles about specific vehicles are exclusively those of Speed Digital’s editorial team. All views expressed in an editorial article are those of the contributing writer and do not necessarily represent the policy or position of Speed Digital, its clients, or any related entities. Speed Digital assumes no responsibility or liability for errors or omissions in editorial content.
6. IMPORTANT NOTICE ABOUT THE SPEED DIGITAL CONTENT.
6A. Assumption of Risk.
You expressly acknowledge and agree that your access, use and/or involvement with any Speed Digital Services, and the subject motor vehicles related thereto, may involve potentially dangerous and physical activities that may lead to personal and/or bodily injury, death, loss of services, loss of consortium, or damage to or loss of property or privacy. You hereby acknowledge and willingly accept these risks and agree to unconditionally release and hold harmless Speed Digital from and against all claims, suits, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with any Speed Digital Services.
You hereby acknowledge that you, or your clients, and not Speed Digital, are personally responsible for the substantive content/representations of all transactions. You further understand and acknowledge that use and/or transport of a motor vehicle is inherently dangerous and carries with it the potential for death, serious injury and property loss. You understand and agree that you assume the risk of using Speed Digital Services. You are responsible for assuring that any subject motor vehicle is safe and appropriate for use/transport, and you may not rely upon any content provided by Speed Digital.
You understand that the use of the Speed Digital Services, the subject motor vehicles and all their related attendant activities may include activites which can be dangerous, calculated risk activities which can, and sometimes do, result in serious, permanent bodily injury or death to the participants. You understand that you or your customers and clients can be injured or killed. You are accepting these and all other accompanying risks in order to be allowed to use the Speed Digital Services of your own free will, with full understanding of the possible consequences and potential dangers, and without inducements, promises or statements other than those contained in this agreement.
You hereby personally assume all risks of any nature whatsoever for any death, injury or other damages to yourself, your property your family, customers and clients, or the property of others which may in any way, whether foreseeable or not, arise out of the use of the Speed Digital Services and all accompanying facilities and equipment, and/or from the actions – specifically including negligent, grossly negligent and reckless acts or omissions – of all persons involved either directly or indirectly in the use of the Speed Digital Services. You know and fully appreciate that use of the Speed Digital Services may expose your or your customers and clients to risk of serious personal injury or death. You fully appreciate these dangers and voluntarily assume these risks.
You agree keep in force, with an insurance company licensed to do business in the State in which You are located, (which insurance company shall be acceptable to Speed Digital in its sole discretion), a commercial general liability in a combined single limit of not less than $1,000,000 for bodily injury and property damage per occurrence; proof of which shall be provided to Speed Digital on demand. The amount of the policy may be adjusted by Speed Digital on a case by case basis in its reasonable discretion.
Counterfeit products hurt us all. While it causes immeasurable harm on a global basis—such as funding terrorism and organized crime, causing identity theft, and contributing to lost business and jobs—it also significantly harms companies, governments, and consumers. Speed Digital is a victim of this problem and suffers from the illegal stealing, manufacturing, importing and selling of counterfeit Speed Digital products. Although we are waging the war against counterfeit products, we need your help! If you ever learn of any counterfeit activity, please let us know by sending an email to Morgan@SpeedDigital.com
8. COPYRIGHT POLICY AND COPYRIGHT AGENT.
It is Speed Digital's policy to respect the copyright and other intellectual property rights of others. Speed Digital may remove content from its websites or other properties that appears to infringe the copyright or other intellectual property rights, including moral rights, of others. In addition, Speed Digital may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, Speed Digital complies with the Digital Millennium Copyright Act.
If you believe that content available on or through the online Speed Digital Services, or accessible via links posted on online Speed Digital Services, infringes your copyright, you or your authorized agent may submit a notification to us, as set forth in this policy. Please send a notification including all of the information described below (“Notification”) to our copyright agent by mail or e-mail using the contact information provided below.
You may be held liable for damages and attorneys’ fees if you make any material misrepresentations in a Notification. Therefore, if you are not sure whether content located on or accessible via a link posted on the online Speed Digital Services infringes your copyright, you should contact an attorney.
A Notification must include the following:
Identification of the copyright claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of works.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material (preferably a link to the material).
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the rights owner, its agent, or the law.
The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
A statement that the information in the Notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Chief Legal Officer
10130 Perimeter Parkway
Charlotte, NC 28216
Upon receipt of a substantially compliant Notification regarding an alleged copyright violation, we will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing. We will also terminate in appropriate circumstances users who are repeat infringers
9. DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.
9B. Binding Arbitration.
You and Speed Digital further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce;
(iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms.
Arbitration means that you waive your right to a judge or jury in a court proceeding and your grounds for appeal are limited.
9C. Attorneys' Fees - Applicable Law.
This Agreement shall be governed by, and interpreted in accordance with, the laws of North Carolina (excluding its choice of law principles). In dealing with Confidential Information, the Parties agree to comply with all applicable laws and regulations governing the use and distribution of technical data, including such United States laws and regulations as may exist. The prevailing party in any proceeding or arbitration shall be entitled to all of its attorneys’ fees for any state of the proceeding and/or arbitration through appeal, from the non-prevailing party.
9D. Dispute Notice.
In the event of a Dispute, you or Speed Digital must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Speed Digital must be emailed to: Morgan@SpeedDigital.com and sent U.S. certified mail to Chief Legal Officer, Speed Digital, Attn: Legal Department , 10130 Perimeter Pkwy, Suite 200, Charlotte, NC 28216 (the “Speed Digital Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Speed Digital and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Speed Digital may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
9E. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.
You and Speed Digital agree that each party may bring disputes against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Speed Digital agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
9F. Arbitration Procedure.
If a party elects to commence arbitration, the arbitration shall be governed by the rules of JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. ("JAMS") that are in effect at the time the arbitration is initiated (the “JAMS Rules”), available at http://www.jamsadr.com or that all or any part of these Terms is void or voidable. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
9G. Amendments to this Section.
Notwithstanding any provision in these Terms to the contrary, you and Speed Digital agree that if Speed Digital makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to Speed Digital’s address) in these Terms, Speed Digital will notify you and you will have ten (10) days from the date of notice to affirmatively opt-out of any such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in these current Terms, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.
If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of these Terms.
9I. Exclusive Venue for Other Controversies.
Speed Digital and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions, shall be filed only in the Circuit Court of the 11th Judicial Circuit, in and for Mecklenburg County, North Carolina, or the United States District Court for the Western District of North Carolina, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.
10. INDEMNIFICATION; LIMITATION OF LIABILITY.
You agree to indemnify and hold Speed Digital, its parents, subsidiaries, affiliates, shareholders, officers, directors, employees, agents, and suppliers harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your improper use of any Speed Digital Services, your violation of these Terms, or your violation of any rights of a third party. This indemnification is from and against any and all losses, liability, damages, causes of action, claims, demands, costs, and expenses (including but not limited to attorney’s fees, paralegal’s fees and expert’s fees), whether incurred at the pre-arbitration, arbitration, the pre-trial, trial or appellate levels of litigation, or otherwise, in connection with (i) any breach of this agreement by you or anyone claiming through you or because of you. Speed Digital shall always retain choice of counsel.
10B. Limitation of Liability.
To the maximum extent permitted by law, in no event shall Speed Digital or its service providers, licensors or suppliers be liable for special, compensatory, indirect, incidental, consequential, or exemplary damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability and/or if we were advised of such damages or of any advice or notice given to Speed Digital or its service providers, licensors and suppliers arising out of or in connection with your use of any Speed Digital Services. This limitation shall apply regardless of whether the damages arise out of breach of contract, negligence, tort, or any other legal theory or form of action. Additionally, the maximum liability of Speed Digital and its service providers, licensors and suppliers to you under all circumstances will be limited to the amount paid, if any, by you in the last ninety (90) days to Speed Digital for any Speed Digital Services. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Speed Digital and you. The Speed Digital Services would not be provided without such limitations. Speed Digital will not be liable for failure to perform any obligation under these terms if such failure is caused by the occurrence of any unforeseen circumstance beyond its reasonable control, including, without limitation, internet outages, communications outages, fire, flood, or war.
In no event will Speed Digital be liable for any incidental, special, consequential or indirect damages arising out of or relating to the use or inability to use the services, including, without limitation, damages for loss or corruption of data or programs, service interruptions and procurement of substitute services, even if Speed Digital knows or has been advised of the possibility of such damages. In consideration of this agreement, you agree to indemnify, defend and hold harmless Speed Digital, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of (1) your use of or inability to use the site or Speed Digital Services, including claims or damages resulting from death,
Personal injury, partial or permanent disability or property damage, medical or economic losses; (2) your provision of any services to your clients; (3) any user postings made by you; (4) your violation of any terms of this agreement or your violation of any rights of a third party; or (5) your violation of any applicable laws, rules or regulations. Speed Digital reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Speed Digital in asserting any available defenses. This agreement shall be binding upon your heirs, assignees, successors and personal representatives. You hereby further state that you currently suffer from no physical or mental condition that would impair your ability to fully participate in this agreement.
10C. Release Of Waiver Of All Claims For Negligence Or Otherwise
For valuable consideration, including, but not limited to, the opportunity to use the Speed Digital Services, you, for yourself, or anyone claiming through you or because of you, HEREBY EXPRESSLY RELEASE, DISCHARGE, HOLD HARMLESS FROM, AND WAIVE ANY AND ALL CLAIMS (INLCUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY DAMAGE, PERSONAL INJURY OR DEATH), WHETHER FORESEABLE OR NOT, ARISING FROM NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, CARELESSNESS, STRICT LIABILITY OR OTHERWISE which you, for yourself, or anyone claiming through you or because of you, may presently or at any time in the future possess against Speed Digital, or any individual or entity associated with Speed Digital. This release and waiver is meant to and shall apply to any and all claims, causes of actions, demands, or sums of money that you, for yourself, or anyone claiming through you or because of you, may have or be entitled to from Speed Digital, or any individual or entity associated with Speed Digital, arising from, relating to or in connection with any type of damage (whether personal or property), loss, death or injury, regardless of whether the claim, cause or action or demand is grounded in negligence, tort, contract or any other legal basis for recovery other than intentional conduct specifically intended to injure you. This release and waiver is intended to apply to any and all actions that have already occurred and that may occur in the future.
11A. Submissions and Unsolicited Ideas Policies.
Speed Digital is constantly developing new products, online applications, and more. Although we typically develop programs internally, we understand some people may be interested in submitting their ideas for possible development and marketing within the Speed Digital business model. Please note only those programs, products and ideas which promise to uphold, if not improve, on our standards and reputation for premium and innovative products may be considered for our brand portfolio. Since we are constantly working on dozens of new projects at any one time, and also provided with many overlapping ideas by individuals outside Speed Digital, we cannot sign non-disclosure agreements to review any submissions or for follow up conversations, or promise that any ideas or products you submit are not already being developed by us. In connection with anything you submit to us – whether or not solicited by us – you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type. If you agree with these Terms and believe your new product, program or idea will fit within our exclusive brand portfolio, you may send your ideas, product samples, videos, or program demonstration submissions by following the instructions to Morgan@SpeedDigital.com.
11B. International Users.
Our websites are controlled, operated, and administered by Speed Digital from its offices within the United States of America. Speed Digital makes no representation or warranty that the materials contained within our websites are appropriate or available for use at other locations outside of the United States, and access to them from territories where the contents or products available through the websites are illegal is prohibited. You may not use the websites or export the content or products in violation of U.S. export laws and regulations. If you access our websites from a location outside of the United States, you are responsible for compliance with any and all local laws, rules, regulations and ordinances.
All notices required or permitted to be given under these Terms must be in writing. Speed Digital may provide you notice by sending you an e-mail to the address on file with us, which you agree electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR E-MAIL ADDRESS ON FILE WITH Speed Digital IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY SPEED DIGITAL OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Speed Digital by means of U.S. certified mail to Chief Legal Officer, Speed Digital, Attn: Legal Department , 10130 Perimeter Pkwy, Suite 200, Charlotte, NC 28216, and via email to Morgan@SpeedDigital.com
If any provision of these Terms, or a part thereof, shall be unlawful, void or for any reason unenforceable, then that provision or part thereof shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions or parts thereof.
Notwithstanding anything to the contrary in these Terms, Speed Digital reserves the right, without notice and in its sole and absolute discretion, for any reason or no reason, to terminate your access and use of any Speed Digital Services, including to block or prevent your access and use of any of our websites. You agree that Speed Digital shall not be liable for any termination of your access and/or use of our websites.
The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.
No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by the Chief Legal Officer of Speed Digital in order to be effective.
Speed Digital may assign these Terms to any person or entity at any time, for any reason, with or without notice to you.
It is the express intent of the parties that these Terms and all related documents have been written in English.