LAST UPDATED: OCTOBER 1, 2018

These Terms of Service (“Terms“) govern your use of the services, software and websites (the “Service”) provided by The Auto Professor, LLC. (“The Auto Professor”). Our Privacy Policy explains the way we collect and use your information and our Acceptable Use Policy outlines our expectations with respect to your behavior when using the Service. By using the Service you agree to be bound by these Terms, our Privacy Policy and our Acceptable Use Policy. If you’re using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization. If you become a paid subscriber to any The Auto Professor Premium Service, then your use of the Service will be also be governed by our Subscriber Agreement.

Your Content

Certain versions of the Service may allow you to create tasks and associated information, text, files and other materials (together the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service.
We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for The Auto Professor.

Your Obligations

You must provide accurate information when you create your The Auto Professor account.

You are responsible for safeguarding the password and for all activities that occur under your account. You should notify The Auto Professor immediately if you become aware of any breach of security or unauthorized use of your account.

You must comply with our Acceptable Use Policy at all times when using the Service.

You may never use another user’s account without permission.

You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.

Our Service is not intended for use by persons under the age of 13. By using the Service you are representing to us that you are over the age of 13.

Your Use of The Auto Professor Mobile Software

As part of the Service, we may provide mobile client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between The Auto Professor and You, The Auto Professor retains all right, title and interest in the Software.

Administrator Access to Your Content

You understand and agree that when you sign up for our Service, our Service administrator may have the need to access your Content for administrative purposes only and you hereby authorize that access.

Your Use of Third Party Applications

If you elect to utilize any third party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third party application. To understand how such third party application provider utilizes your Content and other information, you should review their privacy policy.

Security

We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.

Termination

You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or our Acceptable Use Policy or if you are using the Service in a manner that we believe may cause us financial or legal liability.

The Auto Professor’s Intellectual Property Rights

The Service (excluding Content provided by users and certain information provided by U.S. Government Agencies) constitutes The Auto Professor’s intellectual property and will remain the exclusive property of The Auto Professor and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation or payment to you.

Copyright

The Auto Professor respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to our Copyright Agent using the process set forth in our DMCA Policy.

Modifications to the Service

The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.

Indemnification

You agree to defend, indemnify and hold harmless The Auto Professor and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE AUTO PROFESSOR IS NOT RESPONSIBLE FOR YOUR USE OF ANY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE OR THE RESULTS, INCLUDING THE AUTO GRADES. FURTHER, NO GUARANTEE OR WARRANTY REGARDING THE SUITABILITY OF THE AUTO GRADES FOR USE IN EVALUATING THE SAFETY OR SUITABILITY OF ANY VEHICLE IS OFFERED BY THE AUTO PROFESSOR, LLC AND YOUR USE OF AND RELIANCE ON THE AUTO GRADE INFORMATION IS AT YOUR SOLE RISK. THE OPINIONS OFFERED BY THE AUTO PROFESSOR ARE OPINIONS ONLY AND ANY OTHER INTERPRETATION BY ANY OTHER PARTY IS ATTRIBUTABLE TO THAT PARTY ONLY. AS PART OF THE SERVICE, THE AUTO GRADES ARE PROVIDED AS A SINGLE DATA POINT FOR USE IN A COMPREHENSIVE ANALYSIS OF AUTOMOBILE PERFORMANCE AND SUITABILITY. NO WARRANTY OF VEHICLE PERFORMANCE OR SAFTY IS INTENDED OR OFFERED BY THE AUTO GRADES OR USE THEREOF.
The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AUTO PROFESSOR, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE AUTO PROFESSOR HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE AUTO PROFESSOR’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO THE AUTO PROFESSOR IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Dispute Resolution

*Informal Efforts – You agree that prior to filing any claim against The Auto Professor, LLC relating to or arising out of these Terms, you will first contact us at notice@The Auto Professor.com to provide us with an effort to resolve the issue in an informal manner.
Arbitration – If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).

*Arbitration Procedures and Fees – The AAA will administer arbitration proceedings under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in Maricopa County, AZ, or in any other location we agree to. The AAA rules will govern payment of all arbitration fees.

Exceptions to Agreement to Arbitrate – Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process.

No Class Actions – ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

Judicial Forum – In the event that the agreement to arbitrate is found not to apply to your claim, then you and The Auto Professor agree that any judicial proceedings will be brought in the federal or state courts in the courts located in Maricopa County, AZ and both parties consent to venue and personal jurisdiction there.

Governing Law

These Terms will be governed by the laws of the State of Arizona, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The use of the Service from any foreign country will not subject The Auto Professor to any other country or jurisdiction and, if any such use provides for liability in any foreign country or jurisdiction, then use of the Service from that foreign country or jurisdiction is not authorized or licensed.

Data Transfer

In connection with providing you the Service, The Auto Professor may transfer, store and process your Content in the U.S. or in any other country in which The Auto Professor or its agents maintain facilities. By using the Service, you consent to this transfer, processing and storage of your Content.

Entire Agreement; Severability; Waiver

These Terms constitute the entire agreement between you and The Auto Professor concerning the Service replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. The Auto Professor’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

Assignment

These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

Notices

We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email or via our blog, which is located at the URL TheAutoProfessor.com/blog.
For questions about these or any The Auto Professor, LLC terms or policies, email us at info@TheAutoProfessor.com.

Subscriber Agreement

LAST UPDATED: OCTOBER 1, 2018

This Subscriber Agreement (the “Subscriber Agreement”) is a contract between The Auto Professor, LLC an Arizona limited liability company (“The Auto Professor”) and the person or organization agreeing to these terms (“Customer”). This Subscriber Agreement governs Customer’s access to The Auto Professor’s online auto grade service (the “Service”) and its associated applications and website. By clicking “I Agree” or using the Service as a paid subscriber, Customer agrees to the terms of this Subscriber Agreement. If an individual is entering into this Subscriber Agreement on behalf of an organization such organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that he or she has the power and authority required to bind such organization to this Subscriber Agreement.

1.    The Service and Associated Software.

Customer and users of the Service under Customer’s account (the “End Users”) may access and use the Services in accordance with this Subscriber Agreement and The Auto Professor’s Terms of Service. The Auto Professor may update or modify the Services from time to time. If, in The Auto Professor’s reasonable judgment, any such modification to the Service materially reduces the Service’s functionality, The Auto Professor will inform Customer via the email address associated with Customer’s account no less than twenty (20) days prior to such change. We provide certain client software applications (the “Software”) for use in connection with the Service. This Software is updated automatically and, if such Software is designed for use on a mobile device, then a compatible mobile device is required for use. The license being granted to Customer hereunder does not constitute a sale of the Software or any copy thereof, and as between The Auto Professor and Customer, The Auto Professor retains all right, title, and interest in the Software.

The Auto Professor will use commercially reasonable security measures in connection with the storage, processing and transfer of Customer Data that are designed to protect the integrity of Customer Data and to guard against the unauthorized or unlawful access to, use of or processing of such Customer Data. For purposes hereof, the term “Customer Data” shall mean the structured data and any files or attachments submitted to the Service by Customer, as well as the account and contact information submitted to the Service by Customer and its End Users.

The Auto Professor will use commercially reasonable efforts, consistent with standard industry practices, to ensure that the Service and Software do not contain any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Service or Software.

2.    Customer Obligations

a.    Administration of Customer’s Account. Customer may specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users. Customer is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Service complies with this Subscriber Agreement. The Auto Professor shall not be held liable for any actions on the part of Customer’s Administrator(s)

b.    End User Conduct; Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with The Auto Professor’s Acceptable Use Policy. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use and disclose the content posted by the End Users on the Service; and (ii) to allow The Auto Professor to provide the Administrator with access to such End User content. The Service is not authorized for use by persons under the age of 13 and Customer will ensure that it does not allow any person under 13 to use the Service. Customer will promptly notify The Auto Professor if it becomes aware of any unauthorized access to Customer’s account or the Service.

c.    Restrictions. Unless authorized in writing by The Auto Professor, Customer will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; or (ii) disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.

d.    Suspension. The Auto Professor may request that Customer suspend the account of any End User who: (i) violates this Subscriber Agreement or The Auto Professor’s Acceptable Use Policy; or (ii) is using the Service in a manner that The Auto Professor reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for The Auto Professor. If Customer fails to promptly suspend or terminate such End User’s account, The Auto Professor reserves the right to do so.

2.    Customer’s Use of Third Party Services.

The Auto Professor does not warrant or support any third party service (e.g., a service that utilizes the The Auto Professor API in connection with Customer’s use of the Service) and will not be responsible for any act or omission on the part of such third party or its service.

3.    Intellectual Property Rights.

a.    Limited License to Use Customer Content. Customer hereby grants to The Auto Professor a limited, non-exclusive and non-transferable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display content submitted to the Service by the End Users (the “Customer Content”) for the limited purpose of (i) providing the Service and associated customer support to Customer; (ii) displaying the Customer Content to the End Users; and (iii) analyzing and improving the Service.

b.    Reservation of Rights. Except as expressly set forth herein, this Subscriber Agreement does not (i) grant The Auto Professor any rights or interest in or to the Customer Content or any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Service or any The Auto Professor Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.

c.    Use of Customer Suggestions. The Auto Professor may incorporate into the Service any suggestions or feedback received from Customer without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of The Auto Professor. The Auto Professor may also share and publish aggregate, anonymized data about the use of our Service by our customers. For additional information about the use of Customer data and information, see the The Auto Professor Privacy Policy.

d.    The Auto Professor Customer List. The Auto Professor may include Customer’s name in a list of The Auto Professor’s Customers online and in print and electronic marketing materials.

4.    Fees and Payment.

Any Subscriber fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes The Auto Professor to charge such fees using Customer’s selected payment method. By default, Customer accounts are set to auto-renew and The Auto Professor may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has cancelled the Service prior to its renewal date.

The Auto Professor may revise fee rates for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior to Customer’s Service renewal date. Customer is responsible for providing complete and accurate billing information to The Auto Professor. The Auto Professor may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on The Auto Professor’s net income) and The Auto Professor will charge tax when required to do so by law.

If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that, except for any amendments to this Subscriber Agreement that are clearly marked as such on the face of the Purchase Order, any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.

5.    Term and Termination.

This Subscriber Agreement will remain in effect until Customer terminates its subscription to the Service or until this Subscriber Agreement is otherwise terminated as provided for herein. Customer may terminate this Subscriber Agreement at any time. In addition, either party may terminate this Subscriber Agreement if: (a) the other party is in material breach and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscriber Agreement is terminated, (i) the rights granted to Customer pursuant to this Subscriber Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Customer will cease to be provided. The following sections will survive expiration or termination of this Subscriber Agreement: Sections 4(b) and (c), 6-9, and 11.

6.    Confidentiality.

a.    Confidentiality. During the course of their performance under this Subscriber Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Customer, Confidential Information also includes the Customer Content.

b.    Obligations. Except as otherwise expressly permitted under this Services Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The Auto Professor may disclose Customer’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing The Auto Professor’s obligations under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Customer may disclose The Auto Professor’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.

c.    Exclusions. The obligations set forth in Section 7(b) above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.

7.    Indemnification.

a.    By Customer. Customer hereby agrees to indemnify, defend and hold harmless The Auto Professor, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the “The Auto Professor Affiliates”), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (together, the “Losses”) arising from or as a result of any claim by a third party against The Auto Professor or the The Auto Professor Affiliates regarding: (i) use of or access to the Service by Customer or its End Users in violation of this Subscriber Agreement or our Acceptable Use Policy; or (ii) any data or Customer Content transmitted or received through Customer’s account.

b.    By The Auto Professor. The Auto Professor hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the “Customer Affiliates”), from and against any and all Losses arising from or as a result of any claim by a third party against Customer or the Customer Affiliates to the extent based on an allegation that the Service or The Auto Professor’s technology used to provide the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will The Auto Professor have any obligations or liability under this section arising from: (i) use of the Service in a modified form or in combination with materials not furnished by The Auto Professor; (ii) use of any third party app developed using The Auto Professor’s API; or (iii) any content, information, or data provided by Customer, End Users, or other third parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS SUBSCRIBER AGREEMENT FOR ANY VIOLATION BY THE AUTO PROFESSOR OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

c.    Infringement Claims. If the Service becomes, or in The Auto Professor’s reasonable judgment is likely to become, the subject of a claim of infringement, then The Auto Professor may: (i) obtain the right, at The Auto Professor’s expense, for Customer to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Service so that it is no longer infringing. If The Auto Professor, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then The Auto Professor may suspend or terminate Customer’s use of the Service and provide Customer with a pro rata refund of prepaid fees.

d.    Process. The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.

e.    Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL THE AUTO PROFESSOR BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL THE AUTO PROFESSOR BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO THE AUTO PROFESSOR HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

8.    Hosting of the Service; Export Restrictions.

a.    Location. The Service is controlled and operated from facilities in the United States. The Auto Professor makes no representations that the Service is appropriate or available for use in other locations. Customers who access or use the Service from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If Customer is located outside of the United States, Customer agrees that The Auto Professor may transfer, store and process Customer Content in locations other than Customer’s country.

b.    Restrictions. The export and re-export of Content via the Service may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Service may not be used in any country that is subject to an embargo by the United States and Customer may not use the Service in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Service is not made available for use by persons or entities blocked or denied by the United States government.

9.    Miscellaneous.

a.    Modifications. The Auto Professor may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) business days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer’s rights or The Auto Professor’s obligations unless affirmatively agreed to by Customer in advance. If, in The Auto Professor’s sole and reasonable discretion, the modifications being proposed are material, The Auto Professor will notify Customer of such proposed modifications via email to the email address associated with Customer’s account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer’s rights or The Auto Professor’s obligations hereunder, Customer agrees to be bound by such modifications.

b.    Governing Law; Dispute Resolution. This Subscriber Agreement will be governed by the laws of the State of Arizona without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Claims relating to this Agreement or the Service will be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under it Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration will be held in Phoenix, Arizona. Notwithstanding these arbitration provisions, either party may bring suit in the federal or state courts located in Phoenix, Arizona solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights and both The Auto Professor and Customer agree to personal jurisdiction there. All disputes will be resolved on an individual basis and customer may not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidations with other arbitrators are not allowed under this Subscriber Agreement.

c.    Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Subscriber Agreement.

d.    Force Majeure. Except for payment obligations, neither The Auto Professor nor Customer will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.

e.    Assignment. Neither this Subscriber Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either party without the other party’s express written consent; provided, however, that either party may assign this Subscriber Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Subscriber Agreement will be null and void.

f.    Entire Agreement. This Subscriber Agreement, together with any Customer purchase order or order form associated herewith (as limited by Section 6), constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof. If a court of competent jurisdiction deems any provision of this Subscriber Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect.

g.    No Waiver. No waiver of any term of this Subscriber Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Subscriber Agreement shall not constitute a waiver of such right or provision.

For questions about these or any The Auto Professor, LLC terms or policies, email us at info@The Auto Professor.com.

DMCA Policy

REVISED: OCTOBER 1, 2018

It is our policy to respond to claims of infringement in compliance with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you are a copyright owner, or authorized on behalf of one, and you believe that a copyrighted work has been copied or otherwise used in a way that constitutes copyright infringement by the The Auto Professor, LLC Service, please complete the following DMCA Notice and deliver it to our Designated DMCA Agent at the contact information provided below.
You must provide the following information in writing in your DMCA Notice:

1.    Identify the copyrighted work that you claim has been infringed;

2.    Identify the material that is claimed to be infringing and where it is located on the Service;

3.    Provide reasonably sufficient information to permit us to contact you, such as your address, telephone number, and, e-mail address;

4.    Provide 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 law;

5.    Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and

6.    Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent at:
DMCA Notice
Wright Law Group, PLLC
1959 South Power Road, Suite 103-376
Mesa, Arizona 85206
mwright@wrightlawgroup.com
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

For questions about these or any The Auto Professor, LLC terms or policies, email us at info@The Auto Professor.com.

Acceptable Use Policy

LAST UPDATED: OCTOBER 1, 2018

1.    Disruption of the Service.

You may not:
a.    Access, tamper with, or use non-public areas of the Service, The Auto Professor’s computer systems, or the technical delivery systems of The Auto Professor’s providers;

b.    probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;

c.    access or search the Service by any means other than The Auto Professor’s publicly supported interfaces (for example, “scraping”);

d.    attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time)

e.    interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.

2.    Misuse of the Service.

You may not utilize the Service to carry out, promote or support:

a.    any unlawful or fraudulent activities;

b.    the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;

c.    activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;

d.    the publishing or posting other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;

e.    the sending unsolicited communications, promotions advertisements, or spam;

f.    the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or

g.    promotion or advertisement of products or services other than your own without appropriate authorization.

3.    Content Standards Within the Service.

You may not post any Content on the Service that:

a.    violates of any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;

b.    is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;

c.    contains viruses, bots, worms, or similar harmful materials; or

d.    contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.

4.    Violations of this Acceptable Use Policy.

In addition to any other remedies that may be available to us, The Auto Professor reserves the right to immediately suspend or terminate your account or your access to the Service upon notice and without liability for The Auto Professor should you fail to abide by this Acceptable Use Policy. If you are a user of the Service under your employer or organization’s account, The Auto Professor reserves the right to notify your employer or organization of any violations of this Acceptable Use Policy.

5.    Modifications.

The Auto Professor may amend or modify this Acceptable Use Policy from time to time in its sole and reasonable discretion. We will post any such changes on our website. If you object to any such change(s), your sole recourse shall be to cease using the Service. Continued use of the Service following notice of any such changes shall constitute your acknowledgement and acceptance of such changes.

For questions about these or any The Auto Professor, LLC terms or policies, email us at info@TheAutoProfessor.com.