License Agreement
This User/License Agreement is between Airbag Solutions (“A/S”) and you (as the “Licensee”). The Licensee accepts and agrees to the terms of this Agreement by accessing or otherwise using the Airbag Solutions Database Program at www.airbagsolutions.com (the “Site”) or any services that may be provided to Licensee by A/S.
THE PROGRAM IS NOT INTENDED TO REPLACE MANUFACTURER’S SPECIFICATIONS OR REQUIREMENTS FOR REPAIR AND/OR SERVICE OF RESTRAINT SYSTEMS. AIRBAGS AND OTHER AUTOMOTIVE COMPONENTS CAN BE ACCIDENTALLY DEPLOYED AND CAN CAUSE BODILY HARM OR PERSONAL INJURY. MANUFACTURER’S GUIDELINES ALWAYS SHOULD BE FOLLOWED WHEN DISABLING, HANDLING, SERVICING, AND REPAIRING RESTRAINT SYSTEMS. WHILE A/S HAS ATTEMPTED TO OBTAIN THE PROGRAM TO BE FROM RELIABLE SOURCES, A/S IS NOT RESPONSIBLE OR LIABLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.
The Airbag Solutions Database Program, herein called the “Program”, and any and all data therein, is owned by A/S, and is protected by United States and International copyright, trademark, trade secret and other intellectual property laws. A/S is the sole owner of all federal, state and international copyright, trademarks, service marks, trade secrets and any other intellectual property therein. Subject to Licensee’s compliance with the terms of this User/License Agreement, and any other agreement, policy or terms and conditions of A/S at the Site, A/S grants Licensee a non-transferable, non-sublicensable, non-exclusive right to electronically access and use the Program solely for its personal or business purposes. Licensee may not make copies of the Program other than for archival purposes. A/S has the right to terminate this Agreement if the Licensee fails to comply with any term or condition of this Agreement or any other agreement, policy or terms and conditions of A/S at the Site (including the payment of fees required to be paid to A/S). No right or title to the Program or the intellectual property in the Program is transferred to Licensee, other than the limited license to use hereunder.
RESTRICTIONS REGARDING USE
The Licensee may not assign, distribute, sublicense, lease, sell, rent or otherwise transfer the Program, or make any modification or derivative thereof, to or for itself, or any other individual or entity for any reason.
PRIVACY POLICY
Licensee acknowledges that it has reviewed the A/S Privacy Policy, which can be reviewed at the Site at Privacy Policy
RIGHT OF A/S TO AMEND; MAINTENANCE
A/S shall have the right, in its discretion, at any time, to revise, update or otherwise modify the Program. A/S will attempt to provide prior notice of scheduled maintenance but does not guarantee that such notice will be provided.
THIRD PARTY WEBSITES
The Program may contain or refer to links to third party websites. Licensee irrevocably waives any direct or indirect claim against A/S relating to or resulting from use of such third party website or content thereat. Licensee solely is responsible for any use of any third party website.
CONSENT TO COMMUNICATIONS
Licensee hereby agrees that A/S may send to Licensee electronic communications as required by law or as otherwise necessary to carry out its obligations to Licensee.
LIMITATIONS OF LIABILITY AND DISCLAIMER OF WARRANTY
THE "PROGRAM" AND ACCOMPANYING WRITTEN MATERIALS ARE SUPPLIED TO THE "LICENSEE" "AS IS" WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, REGARDING THE PROGRAM, USE OF THE PROGRAM, OR THE RESULTS OF THE USE OF THE "PROGRAM" OR ACCOMPANYING WRITTEN MATERIALS, ARE DISCLAIMED BY A/S, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFECT, ACCURACY, TITLE, NON-INFRINGEMENT AND WARRANTIES ARISING TRHOUGH COURSE OF DEALING OR USAGE OF TRADE, AND WARRANTIES THAT ACCESS OF THE SITE AND ANY THIRD PARTY CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. THE "LICENSEE" ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE "PROGRAM".
A/S SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES, FOR ANY DAMAGES WHATSOEVER, ARISING OUT OF THE USE OF, OR THE INABILITY TO USE, THE "PROGRAM", EVEN IF A/S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, IN NO EVENT SHALL A/S BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. UNLESS OTHERWISE REQUIRED BY LAW, ANY ACTION OR CLAIM BY LICENSEE REGARDING THE PROGRAM OR IN ENFORCEMENT OF THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CLAIM ACCRUES.
MISCELLANEOUS PROVISIONS
If any portion of this Agreement is deemed unlawful, void or unenforceable by any court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion that is unlawful, void or unenforceable shall be stricken herefrom.
This License Agreement shall be governed by the laws of the State of New York, without reference to conflicts of law principles. Any litigation involving this Agreement shall be adjudicated in a federal or state court with jurisdiction located in Monroe County, New York, and Licensee hereby irrevocably consents to the personal jurisdiction and venue of such courts.
This License Agreement may not be assigned by Licensee and any attempted assignment shall be null and void. A/S may this License Agreement and any rights or obligations hereunder in its sole discretion, including by way of assignment, sale of assets, merger or other business combination or otherwise. This Agreement represents the entire understanding and agreement between Licensee and A/S regarding the subject matter herein, and supersedes all other prior agreements, understandings and representations regarding the same. A/S may amend this License Agreement, in its discretion from time to time, by posting the amended License Agreement hereat. Licensee should review the License Agreement posted hereon from time to time. All covenants and all covenants and agreements made herein, as amended, shall survive acceptance of this Agreement and any termination of this Agreement.