Terms & Conditions
BY CLICKING THE "LOGIN" BUTTON DISPLAYED AS PART OF THE SIGN IN PROCESS, YOU AGREE TO THIS AGREEMENT GOVERNING YOUR USE OF RED’S AUTOMILEZ SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT SELECT THE "ACCEPT TERMS AND CONDITIONS" BUTTON AND DO NOT USE THE SERVICE.License Grant & Restrictions
RED hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by RED and its licensors.You may not access the Service if you are a direct competitor of RED, except with RED's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions, or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
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Your Responsibilities
You are responsible for all activity occurring under your accounts and shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify RED immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to RED immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another RED user or provide false identity information to gain access to or use the Service.Back to top
Account Information & Data
You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that the Application Provider shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.Back to top
Intellectual Property Ownership
RED alone (and its licensors, where applicable) shall own all right, title, and interest, including all related Intellectual Property Rights, in and to the RED Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the RED Technology, or the Intellectual Property Rights owned by RED. The automilez name, the automilez logo, and the product names associated with the Service are trademarks of RED or third parties, and no right or license is granted to use them.Back to top
Charges & Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made monthly or annually in advance. All payment obligations are noncancelable and all amounts paid are nonrefundable. You must provide RED with a valid credit card or Paypal account as a condition to signing up for the Service. All pricing terms are confidential, and you agree not to disclose them to any third party.Back to top
Billing & Renewal
RED charges and collects in advance for use of the Service. Recurring charges will be billed to your credit card or Paypal account monthly or annually in advance, beginning upon the Effective Date. RED will notify you at least 30 days in advance of any fee increase. RED's fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on RED's income.You agree to provide RED with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and System Administrator. You agree to update this information within 10 days of any change to it. If the contact information you have provided is false or fraudulent, RED reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless RED in its discretion determines otherwise all fees will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.
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Termination Upon Expiration
This Agreement commences on the Effective Date and shall continue until terminated by either party on at least 30 days prior written notice to the other party. In the event this Agreement is terminated (other than by reason of your breach), RED will make available to you a file of the Client Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that RED has no obligation to retain the Client Data, and may delete such Client Data, more than 30 days after termination.Back to top
Termination For Cause
Any breach of your payment obligations or unauthorized use of the RED Technology or Service will be deemed a material breach of this Agreement. RED, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that RED has no obligation to retain the Client Data, and may delete such Client Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 10 days of notice of such breach.Back to top
Disclaimer of Warranties
RED AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. RED AND ITS LICENSORS DO 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, GPS LOCATION INFORMATION, OR TAX INFORMATION WILL BE ACCURATE OR RELIABLE, (D) 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 EXPRESSED, 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 BY RED AND ITS LICENSORS.Back to top
Internet Delays
RED'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. RED IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.Back to top
Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) 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.Back to top
Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.Back to top
Notice
RED may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in RED's account information, or by written communication sent by first class mail or pre-paid post to your address on record in RED's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to RED (such notice shall be deemed given when received by RED) at any time by any of the following: letter sent by confirmed facsimile to RED at the following fax number: 512.697.8715; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to RED at the following address: RED Method, Inc., 4015 Guadalupe, Austin, TX 78751, addressed to the attention of: CEO.Back to top
Modification to Terms
RED reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon notice to you. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.Back to top
Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of RED but may be assigned without your consent by RED to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of RED directly or indirectly owning or controlling 50% or more of you shall entitle RED to terminate this Agreement for cause immediately upon written notice.Back to top
General
This Agreement shall be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Austin, Texas. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and RED as a result of this agreement or use of the Service. The failure of RED to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by RED in writing. This Agreement comprises the entire agreement between you and RED and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.Back to top
Definitions
"Agreement" means these terms and conditions, and any materials available on the automilez website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by RED from time to time in its sole discretion; “Client Data” means data, information or material that you submit to RED or that is collected by RED in the course of using the Service ("Client Data"); "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "Place Order" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "RED" means RED Method, Inc., a Texas corporation, having its principal place of business at 4015 Guadalupe, Austin, TX 78751; "RED Technology" means all of RED' proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by RED in providing the Service; "Service(s)" means the online GPS tracking and tax computation services developed, operated, and maintained by RED, and provided to you by RED, to which you are being granted access under this Agreement, including the RED Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by RED at your request).Back to top
