(a) The Services. Services consist of the Site, any content on the Site and/or all products and services offered by CARFAX, including without limitation, the myCARFAX Service, the used car listings, the vehicle history reports (and excerpts thereof), sell my car and/or any comments, ratings, reviews and/or other content or materials submitted by your or other users on or through the Site (collectively, “Submissions”) regardless of the manner form or medium in which the content is delivered to you, stored by you or delivered by you. All Services are owned and operated by CARFAX. CARFAX has the right at any time to change or discontinue any aspect or feature of any Service, including, without limitation, the content and availability of the Service or the equipment required to access or use the Service. Please review CARFAX’s Privacy Statement (available at, http://www.carfax.com/privacyStatement.cfx), which applies to the information collected by CARFAX during your visit and use of any Service, to get a better understanding of CARFAX policies and procedures regarding the collection and use of personal information.
2. myCARFAX Service.
(a) Description. The myCARFAX Service is a personal vehicle information management service that allows you to consolidate and track information about your vehicles. The myCARFAX Service may provide you with alerts about safety recalls, warranty information, email reminders about recommended service, access to service history on your vehicles and other vehicle service-related information. The myCARFAX Service may also provide information to you relating to third party products or services, such as coupons, discounts and special offers (“Third Party Offers”). The myCARFAX Service is intended to help you organize and manage information about your vehicles. It is not intended to provide legal, tax or financial advice.
(c) Recall Information. CARFAX receives information regarding vehicle safety and emissions recall from most manufacturers of vehicles sold in the United States. While each manufacturer provides data updates to CARFAX on a regular basis, some recalls may not have been reported to CARFAX.
Toyota Recall: Toyota Motor Sales, USA, Inc. provides CARFAX with recall information within the last 10 model years for vehicles originally marketed or sold in the United States of America and its territories. Only open Safety or Emissions recalls, where the remedy is available and has not been completed, will be listed. While Toyota provides data updates to CARFAX on a regular basis, this report may not include very recent activity. For the most current information on recall activity for any Toyota vehicle, go to http://Research-Toyota_m33.com/recall.
Scion Recall: Toyota Motor Sales, USA, Inc. provides CARFAX with recall information within the last 10 model years for vehicles originally marketed or sold in the United States of America and its territories. Only open Safety or Emissions recalls, where the remedy is available and has not been completed, will be listed. While Toyota provides data updates to CARFAX on a regular basis, this report may not include very recent activity. For the most current information on recall activity for any Scion vehicle, go to http://Research-Toyota_m33.com/recall.
Lexus Recall: Toyota Motor Sales, USA, Inc. provides CARFAX with recall information within the last 10 model years for vehicles originally marketed or sold in the United States of America and its territories. Only open Safety or Emissions recalls, where the remedy is available and has not been completed, will be listed. While Toyota provides data updates to CARFAX on a regular basis, this report may not include very recent activity. For the most current information on recall activity for any Lexus vehicle, go to http://Research-Lexus_m19.com/recall.
3. Used Vehicle Listings. CARFAX offers CARFAX Used Car Listings as an online used vehicle listing service. CARFAX is never a party to any transaction between buyers and sellers and does not (a) guarantee or ensure the availability of any vehicle or any transaction between a buyer and seller, (b) collect or process payment or transfer title, or (c) warehouse, store, ship or deliver any vehicles. Sellers may include information about specific vehicles, special offers, incentives, or pricing. CARFAX is not responsible for and does not verify or warrant the accuracy or completeness of the information provided by sellers and the information may contain errors or omissions. Users of the Site should contact sellers for information regarding specific vehicles. NEITHER CARFAX, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS (collectively, “CARFAX Parties”) MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO ANY ACTUAL OR PROSPECTIVE BUYER OR OWNER OF ANY VEHICLE AS TO THE EXISTENCE, OWNERSHIP OR CONDITION OF THE VEHICLE, OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ABOUT A VEHICLE LISTED ON THE SITE. CARFAX may, but has no obligation to, correct any error or omission on the Site. All vehicles are subject to prior sale. Buyer must address all concerns, discrepancies and/or potential issues with the seller prior to the sale of the vehicle.
4. Sell My Car. CARFAX offers the Sell My Car feature to allow users to connect with dealers who may wish to purchase such user’s used vehicle. CARFAX is not a party to any transaction between buyers and sellers and does not guarantee that buyer will offer any specific price to the seller. CARFAX is not responsible for and does not verify or warrant the accuracy or completeness of any information provided by buyer or seller. Seller may be required to present the documents required by buyer in order to receive a written offer from buyer. If seller accepts a buyer’s offer to purchase, buyer may first pay off any outstanding lien amount on the seller’s vehicle and seller may receive only the amount by which the amount offered by buyer exceeds the amount of any lien of the seller’s vehicle, if any.
6. Ownership. You acknowledge that all Services contain copyrighted material, trademarks, and other proprietary information. The Services, including the content and the organization, layout, arrangement and design elements of the Site and each individual page of the Site, and all intellectual property relating either directly or indirectly to the Services, including but not limited to patents, design rights, copyrights, trademarks, service marks, database rights (including, but not limited to information provided by you), trade secrets, know-how and all derivative works thereof (collectively, “Intellectual Property”), are and will remain the property of CARFAX or its affiliates and are protected by United States and international copyright, trademark and other applicable intellectual property laws. You shall not in any manner attempt to obtain any right, title, or interest, by registration, patent, copyright or otherwise in or to such Intellectual Property or any derivative thereof. You shall not take any action that jeopardizes, limits or interferes with CARFAX or its affiliates’ ownership of and/or right to use the Intellectual Property.
7. Trademarks and Patents. All trademarks and service marks of CARFAX and its affiliates displayed in connection with any Service are subject to state, federal, and/or international trademark protection. Unless expressly authorized by CARFAX, you may not use any trademarks or service marks that you access through any Service with any product or service that is not provided by CARFAX, or in any manner that is likely to cause confusion among customers, or that might disparage or discredit CARFAX and its affiliates. All other trademarks appearing in the Services are the property of their respective owners, including third-party providers of products and services with links to and from the Services.
9. Submissions by you. You may provide Submissions through the Site so long as the Submission is not illegal or in violation of any applicable laws or regulations (including, without limitation, any vehicle advertising laws), obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You are solely responsible for all your Submissions to the Site. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of the Submission.
You understand and agree that if your Submission contains any ratings or reviews, the dealer, service shop or other entity that you rate or review may respond to your ratings or review, and CARFAX does not control, nor has any obligation to review, delete or edit, such response submitted by the third party dealer, service shop or other entity. CARFAX takes no responsibility and assumes no liability for any Submission posted, stored or uploaded by you or any third party or any response thereto, or for any loss or damage thereto or caused thereby, nor is CARFAX liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. The Services are provided “AS IS” and “AS AVAILABLE”. CARFAX does not guarantee the accuracy, integrity, or quality of any ratings, reviews or any other content (user generated or otherwise) on the Site. Under no circumstances will CARFAX be liable in any way for any such content, including, but not limited to, any errors or omissions in any ratings, reviews or any other content, or any loss or damage of any kind incurred as a result of the use of or any Submissions or other content. CARFAX DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT, INFORMATION, SERVICE, OR MATERIALS PROVIDED THROUGH THE SITE. As a provider of interactive services, CARFAX is not liable for any statements, representations or information provided by its users in any public forum or the Site. Although CARFAX has no obligation to screen, edit or monitor any of the information posted to or distributed through the Site, CARFAX reserves the right, and has absolute discretion, to remove, screen or edit without notice any information posted or stored on the Site at any time and for any reason.
Any information or content expressed or made available by third parties, including other participants on the Site, are those of the respective author(s) or distributor(s) and not of CARFAX. The inclusion of such information or content does not imply endorsement of content or information by CARFAX or any association with the provider of the content or information.
11. Information Collected by CARFAX. CARFAX will collect all information that you provide through Submissions or otherwise provide to CARFAX, including without limitation, the registration information and/or user profile information. CARFAX may collect usage information, such as information regarding the number times you have visited the Site, date last visited, number of Submissions, number of tags, “likes” received, name and location, a listing of all of your Submissions and any other activity or interactions by you on the Site (collectively, “Usage Information”).
12. Information Publicly Available on the Site. CARFAX may make available any and all Submissions that you post or upload to any Service, as well as any and all Usage Information.
13. No Advice. The Services may include tools and information that assist you in evaluating data and making decisions regarding your vehicles. CARFAX strongly recommends that you use the Services as one important tool, along with your independent research and investigation, to make a better decision about your vehicles. You assume full responsibility with respect to your decisions and transactions using the Services.
14. Disclaimer. You expressly agree that use of the Services is at your sole risk. CARFAX shall not be liable for any loss, liability, cost or damage arising either directly or indirectly from your access to or use of (or inability to access or use) the Site, including any content including, but not limited to, any loss of use, system damage, impairment or interruption, lost data, personal injury or any other pecuniary or financial loss, whether in an action of contract, negligence, equity or other legal theory. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all reviews, opinions, advice, services and other content provided on the Site. None of the CARFAX Parties warrant that the Services will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of the Services, or as to the accuracy or reliability of any information, service, or materials provided through the Services. You understand and agree that any alerts provided to you through any Services may be delayed or prevented by a variety of factors. None of the CARFAX Parties guarantee the delivery or accuracy of the content of any alert. You also agree that none of the CARFAX Parties shall be liable for any delays, failure to deliver or misdirected delivery of any alert, for any errors in the content of an alert or for any actions taken or not taken by you or any third party in reliance on an alert. You acknowledge that the CARFAX collects data from public records and other sources for use in the Services and that this data may contain errors and omissions. The CARFAX Parties do not guarantee the correctness or completeness of the Services and none of the CARFAX Parties will be liable for any loss or injury caused, in whole or part, either by its negligence or circumstances beyond its control in procuring, compiling, collecting, interpreting or making available the Services. You understand that not all information is available for all states and that CARFAX does not have access to some information that may be available to other parties. You also understand there may be a period of time between receipt of certain information by CARFAX and its inclusion of such information into the Services. The Services are not intended to provide any conclusions regarding the condition of any vehicles and you should use independent research and your own good judgment in making the best decisions about your vehicles. You recognize that CARFAX’s sole obligation in the case of erroneous data, when notified in writing by you of such erroneous data, is correction of the record in question.
15. NO WARRANTIES. THE SERVICES, INCLUDING BUT NOT LIMITED TO THE SITE, TOOLS AND CONTENT CONTAINED THEREIN, IS PROVIDED TO YOU “AS IS.” CARFAX PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES IN REGARD TO QUALITY, AVAILABILITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. ADDITIONALLY, THERE ARE NO WARRANTIES RELATING TO ANY OF THE VEHICLES ABOUT WHICH INFORMATION IS POSTED ON THE SITE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT CARFAX IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. You shall exercise your own independent judgment in determining the applicability, accuracy, reliability and suitability of the Service for your purposes.
16. LIMITATION OF LIABILITY. IN NO EVENT WILL ANY OF THE CARFAX PARTIES BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF USE, OR SIMILAR ECONOMIC LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE ANY SERVICE; THE ACCESS, USE OR OPERATION OF ANY SERVICE; OR ANY DEFECTS OR ERRORS OF ANY KIND IN ANY SERVICE. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL USE OF THE SERVICES. IF APPLICABLE LAW IN YOUR STATE DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE CARFAX PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING ANY SERVICES.
19. Dispute Resolution; Governing Law; Jurisdiction and Venue.
(a) MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER.
iii. If you have a dispute and elect to seek arbitration or file a claim in small claims court, you must first send to CARFAX, by certified mail, a written notice of your claim that (a) describes the nature and basis of the claim or dispute; (b) sets forth the specific relief sought and (c) includes a physical address and email address where you may be reached (“Notice”). The Notice must be addressed to: General Counsel, CARFAX, Inc., 5860 Trinity Parkway, Suite 600, Centreville, VA 20120 (“Notice Address”). If CARFAX and you do not reach an agreement to resolve the claim within 60 days after the Notice is received, you or CARFAX may commence an arbitration proceeding or file a claim in small claims court. You may download or copy a form to initiate arbitration at www.adr.org.
v. If your claim totals less than US$25,000, CARFAX will pay for all filing, administrative and arbitration fees, including the arbitrator’s compensation, and will reimburse you for any filing, administrative and arbitration fees that you incur. If your claim exceeds US$25,000, you will be responsible for the filing fees and the parties will pay equal shares of any administrative and arbitration fees, including the arbitrator’s compensation, except for such fees that the AAA Consumer Arbitration Rules require CARFAX to pay in full. Each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at any arbitration hearing.
vi. If your claim is for US$25,000 or less, you and CARFAX agree that you may choose whether the arbitration will be conducted solely on the basis of documents or through a telephonic hearing. If your claim exceeds US$25,000, the right to a hearing will be determined by the arbitrator.
vii. You and CARFAX agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, representative, consolidated or mass action. You shall not join or consolidate claims or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. If this provision is found to be unenforceable, then the entirety of this Section 19(a) shall be null and void.
viii. Any arbitration will be confidential. Neither you, CARFAX, the AAA nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be required by law or for purposes of enforcing or challenging of the arbitration award.
21. Viruses. You will not send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files, spyware, traps, protecting codes or trap door devices, or other computer programming routines that are designed or intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any of the Services or any data contained therein or that otherwise jeopardizes the security or integrity of the Services or interferes with the Services functioning as intended by CARFAX. The CARFAX Parties assume no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Service or your downloading of any materials, data, text, images, video, or audio from the Service.
22. Business Associates. The business associates of CARFAX identified on the Site, if any, are independent contractors of CARFAX. The business associates are not joint ventures or partners of CARFAX. No employee or representative of the business associates is under the control of CARFAX.
23. Export Control. Software and other materials from or in connection with any Service may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from or in connection with any Service may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) anyone on the Unites States Treasury Department’s list of Specially Designated Nationals or the US Commerce Department’s Table of Deny Orders. CARFAX does not authorize the downloading or exportation of any software or technical data from or in connection with the Service to any jurisdiction prohibited by the United States Export Laws.
26. Digital Millennium Copyright Act Notice. It is the policy of CARFAX to respect the intellectual property of others. If you are alleging that material available on or through a CARFAX website infringes upon your copyright, please submit a written notification pursuant to the Digital Millennium Copyright Act (‘DMCA’). The notice must include the following to be effective:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single Site are covered by a single notification, a representative list of such works at that Site
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit CARFAX to locate the material
d. Information reasonably sufficient to permit CARFAX to contact you, such as an address, telephone number, and, if available, an email address
e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law
f. 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.
In the event that CARFAX removes material from a Site (or access to the material is disabled) and you believe that such material is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, please submit a written counter notification pursuant to the DMCA. The counter notification must include the following to be effective:
i. Your physical or electronic signature
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled
iii. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification
iv. Your name, address, telephone number, and, if available, an email address, and a statement that you consent to the jurisdiction of the U.S. District Court for the Eastern District of Virginia, Alexandria Division, and that you will accept service of process from the person who provided notification of the alleged infringement.
All written notices should be sent to the following:
Attn: General Counsel
5860 Trinity Parkway, Suite 600
Centreville, VA 20120
Phone: (703) 934-2664
27. Third Party Content. Certain content provided through the myCARFAX Service is provided under license from third parties and is subject to copyright, trademark and other intellectual property rights. Your access to such third party content through use of the myCARFAX Service is subject to additional restrictions set forth below:
End-User License Agreement
THIS IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE END-USER (“YOU”), AND MOTOR Information Systems, Hearst Business Publishing, Inc. (“MOTOR”). BY ACCESSING ANY OF THE INFORMATION CONTAINED IN THE MOTOR DATABASES, YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL NOT BE PERMITTED TO ACCESS OR USE THE INFORMATION CONTAINED IN THE MOTOR DATABASES.
A. LICENSE GRANT. MOTOR hereby grants to You a nontransferable, non-exclusive, limited license to access and use the MOTOR Databases (“Databases”), including any updates provided by MOTOR on a vehicle-by-vehicle basis. You acknowledge and agree that You may not access the Databases to obtain information for more than ten (10) vehicles in any given calendar year.
B. USER RESTRICTIONS. You agree that You shall not, and shall not permit others, including but not limited to third parties, to directly or indirectly (i) alter or copy in any form or medium all or any part of the Databases (except for data located on an individual, vehicle by vehicle, lookup basis), nor make such data part of any electronic retrieval system; (ii) create any derivative work from, or adaptation of, the Databases; (iii) use the Databases to facilitate the generation of collision repair estimates; (iv) lease, license, sell, or otherwise publish, communicate, distribute or display to third parties in any form or medium all or any part of the Databases; (v) create any publications, in electronic, printed or other format, based in whole or in part on data from the Databases, alone or in combination with any other data; (vi) download the Databases (other than the data obtained on a vehicle-by-vehicle look-up basis) or transmit the Databases electronically by any means; (vii) use the Databases on multiple computers or at multiple locations unless such use is covered by an individual license for each computer or use; (viii) remove any product identification, copyright, trademark or other notice from the Databases or the Documentation; (ix) use any graphics contained in the Databases other than as specifically granted in Section A above; or (x) reverse engineer, reverse assemble, or reverse compile the Databases. You agree that MOTOR in its sole judgement shall be entitled to discontinue providing any OEM proprietary data from the Databases in the event it is, for any reason, not available or in the event any OEM imposes commercially unreasonable fees or restrictions on use of such data.
C. OWNERSHIP; CONFIDENTIALITY. You agree that the data contained in the Databases contain confidential information, and that MOTOR owns all rights in the Databases and the data contained therein, including without limitation all copyright and other proprietary rights. You agree to keep confidential and use your best efforts to prevent and protect the Databases from unauthorized disclosure or use. You agree that the confidentiality obligations shall survive termination of this Agreement.
D. DISCLAIMER OF WARRANTIES, LIABILITY. MOTOR FURNISHES THE DATABASES ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY. MOTOR DOES NOT WARRANT THAT USE OF THE DATABASES WILL BE UNINTERRUPTED OR ERROR FREE, OR WILL MEET YOUR REQUIREMENTS. MOTOR SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING AND YOU HEREBY EXPRESSLY WAIVE ANY AND ALL SUCH WARRANTIES. YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE DATABASES. UNDER NO CIRCUMSTANCES SHALL MOTOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE DATABASES. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF MOTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.
E. TERM; TERMINATION. This Agreement is effective for the period of time set forth in your Agreement with the web site owner hosting the DATABASES, but in no event longer than the term of the agreement between MOTOR and that web site host. MOTOR may terminate this Agreement if You do not comply with any term or condition of this Agreement. Should this Agreement terminate, You agree to destroy any data previously obtained from the DATABASES.
(i) This Agreement is the complete and exclusive statement between You and MOTOR relating to the subject matter hereof and supersedes all prior oral, written and/or contemporaneous negotiations, commitments and understandings of the parties.
(ii) This Agreement shall be governed by the laws of the State of New York without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in New York, New York over any suit, action or proceeding arising out of or relating to this Agreement.
(iii) No delay or failure by MOTOR to exercise or enforce at any time any right or provision hereof shall be considered a waiver thereof or of MOTOR’s right thereafter to exercise or enforce each and every right and provision of this Agreement.
(iv) If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby.
(v) This Agreement may only be amended, modified, suspended or canceled by a writing signed by MOTOR.
(vi) This Agreement may be assigned by MOTOR, but may not be assigned by You.