Important – read carefully: This AutoAccelerator.com user agreement (the “Agreement”) is a legal agreement between you and any company you represent (collectively, “you and your”) and Customer Focused Marketing (“CFM”) regarding the AutoAccelerator.com service (the “AutoAccelerator”) and all other services provided by CFM under this agreement (“services”). By accepting this agreement as set forth, you and any company you represent agree to follow and be bound by the terms and conditions of this agreement and you represent that you have the authority to bind your company to the terms of this agreement. If you do not have such authority, or if you do not agree to all terms and conditions of this agreement, may not use the Autoaccelerator.com service.
1. Licenses from CFM. Subject to the terms of this Agreement, CFM grants to you during the Service Term of the applicable Service Agreement the nontransferable, nonexclusive right to permit those authorized employees of your dealership (“Users”) to use the AutoAccelerator Service and any materials developed by CFM or its third party suppliers (“Third Party Providers”) and delivered to you in the course of performing Services (the “CFM Materials”) solely in connection with the AutoAccelerator Service, all solely for your own internal business operations. The rights granted to you in this Agreement are subject to all of the following agreements and restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the AutoAccelerator Service or the CFM Materials available to any third party other than dealership employees (iv) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the AutoAccelerator Service or CFM Materials or access or use the AutoAccelerator Service or CFM Materials in order to build a similar or competitive product or service; (v) except as expressly stated herein, no part of the AutoAccelerator Service or CFM Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vi) you shall not disclose any review of the AutoAccelerator Service, including but not limited to the results of any performance tests, to any third party without CFM’s prior written approval; (vii) you agree to make every reasonable effort to prevent unauthorized third parties from accessing the AutoAccelerator Service; and (viii) you acknowledge and agree that CFM or its Third Party Providers shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the AutoAccelerator Service and the CFM Materials and any suggestions, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the AutoAccelerator Service or the CFM Materials.
3. Billing and Payment. You agree to pay at the end of each month for all products and services ordered under this Agreement except as set forth in your Service Agreement. All fees under this Agreement are irrevocable and nonrefundable. CFM’s fees are exclusive of all taxes by taxing authorities, and you shall be responsible for payment of all such taxes even if such amounts are not listed on an Service Agreement. You will reimburse CFM for reasonable expenses related to providing the Services. All amounts invoiced hereunder shall be due within 10 days of the date of the invoice. CFM’s suspension of the AutoAccelerator Service based on your failure to make payment shall not excuse you from its obligation to make payment(s). In the event your account is 30 days or more past due, any and all unpaid payments set forth in an applicable Service Agreement shall accelerate and become due and payable, notwithstanding any limitation set forth in Section 10. After payment of the total accelerated amount, you shall be entitled to restoration of the AutoAccelerator Service for the remainder of the Subscription Term.