VehicleVoice

Read this carefully before using the products (as such term is defined below). By registering and using the products, YOU ACCEPT ALL OF THE TERMS and conditions of this Agreement.

Electronic Terms of Use Agreement

The Products consist of the following:
(i) the VehicleVoice Online Website (the "Licensed Material"), which include among other things, surveys related to the automotive industry, and;
(ii) VehicleVoice (the "Electronic Survey Environment"), which is a delivery software application used to deliver the Licensed Material. The Licensed Material is the proprietary product of VehicleVoice, Inc. and its agents and representatives

VehicleVoice Online hereby grants you a non-exclusive, non-transferable license to use the Licensed Material and the VehicleVoice software, provided that you agree to the following:

1.Use of the Products: You may utilize the Licensed Material for your own personal, non-commercial use. You are prohibited from any further use of the Licensed Material, including without limitation, modifying, reproducing, selling, assigning, sublicensing or distributing the Licensed Material.

2.Proprietary Rights. The Licensed Material is the property of VehicleVoice, Inc., Copyright © 2004. VehicleVoice, Inc., all rights reserved. VehicleVoice® is a trademark of VehicleVoice, Inc. Except as stated above, this Agreement does not grant you any intellectual property rights in the Licensed Material.

3.No Warranty. THE VIEWER SOFTWARE AND THE LICENSED MATERIAL ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. VEHICLEVOICE AND AUTOPACIFIC, INC. EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF THIRD PARTY RIGHTS, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE VIEWER SOFTWARE AND THE LICENSED MATERIAL IS ASSUMED BY YOU. IN NO EVENT WILL VEHICLEVOICE OR AUTOPACIFIC BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. Some states do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you.

4.Governing Law and General Provisions. This Agreement shall be governed by the laws of the State of California, U.S.A. and Federal law to the extent applicable. VehicleVoice, Inc. retains all rights not expressly granted in this Agreement. Nothing in this license constitutes a waiver of the rights of VehicleVoice’s VehicleVoice under the U.S. Copyright Act or any other Federal or State law or international treaty. If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable, the remaining provisions of this Agreement shall be unimpaired and the unenforceable provision shall be reformed without further action by the parties and only to the extent necessary to make such provision valid and enforceable and to achieve the like economic intent and effect of such provision. You agree that the Viewer Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, written or oral, regarding such subject matter. This Agreement may only be modified in writing signed by an authorized officer of VehicleVoice.

General.

1.1 These Terms & Conditions govern your use of VehicleVoice, an Internet survey service operated by VehicleVoice, Inc. VehicleVoice consists of computing and information services and software, information, interactive forums and other content provided by VehicleVoice, its agents, panel members and affiliates. In addition, third parties provide information, software and other content ("Third Party Content") that may be accessed over VehicleVoice.

1.2 Your participation in VehicleVoice is conditioned upon your acceptance of the terms and conditions contained in this agreement. Please read the following terms and conditions and indicate your acceptance by completing the Panel Member Profile Survey within VehicleVoice.com. VehicleVoice, Inc. reserves the right, in its discretion, to change or modify all or any part of this Agreement at any time. Such changes or modifications shall be effective immediately upon notice published on VehicleVoice. Your continued participation in VehicleVoice constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by VehicleVoice as permitted above.

1.3 If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately terminate your participation in VehicleVoice by following the procedures indicated in paragraph 6.

2. Use of VehicleVoice content.

2.1 You acknowledge that VehicleVoice contains information, software, photographs, audio and video clips, graphics, and other material (collectively, the "Content") that is protected by copyright, trademark or other proprietary rights of VehicleVoice or third parties. All Content on VehicleVoice is copyrighted as a collective work of VehicleVoice pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through VehicleVoice. The Content is intended for the personal, noncommercial use of the panel members of VehicleVoice.

2.2 You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement. Content consisting of downloadable software may not be reverse engineered unless specifically authorized by the owner of the software's patent and/or copyright.

2.3 You may download or copy the Content only for your own personal use, provided that you maintain all copyright and other notices contained in such Content. You shall not store electronically any significant portion of any Content. Except as expressly permitted by the copyright laws, no copying, storage, redistribution or publication of any Content is permitted without the express permission of VehicleVoice or the owners of such Content or their authorized persons, if other than VehicleVoice.

3. No endorsement.

VehicleVoice may contain links to sites on the Internet that are owned and operated by third parties (the "External Sites"). You acknowledge that VehicleVoice is not responsible for the availability of, or the content located on or through, any External Site. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or External Sites.

4. Registration; participant qualifications.

4.1 As part of the registration process, you will fill in certain information Who We Are yourself. You must provide accurate, complete and current information. On a quarterly basis VehicleVoice will request that you update your member profile.

4.2 Participation in VehicleVoice is available only to individuals (not to corporations or other businesses) who are at least 16 years of age. Your right to participate in VehicleVoice is personal to you and cannot be transferred to any other person.

5. Indemnity.

You hereby agree to indemnify, defend and hold VehicleVoice, and all officers, directors, owners, agents, information providers, affiliates and licensors (collectively, the "VehicleVoice Parties") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by any VehicleVoice Party in connection with any claim arising out of any use or alleged use of your account by any person, whether or not authorized by you. VehicleVoice reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with VehicleVoice's defense of such claim.

6. Termination of service.

6.1 You may terminate your account at any time by emailing optout@vehiclevoice.com and providing us with the same email you used to register yourself with VehicleVoice. VehicleVoice will then discontinue your account.

6.2 VehicleVoice reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of VehicleVoice at any time for any reason without prior notice or liability.

6.3 VehicleVoice may change, suspend or discontinue all or any aspect of VehicleVoice at any time, including the availability of any VehicleVoice feature, database, or content, without prior notice or liability.

7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

7.1 NEITHER AUTOPACIFIC, INC. NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES AUTOPACIFIC, INC., ANY THIRD PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR THE CONTENT. THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NONE OF R/COM, INC, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.

7.2 NEITHER VEHICLEVOICE, ANY THIRD PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF AUTOPACIFIC, INC, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST
EXTENT PERMITTED BY LAW.

8. Third party rights.

The provisions of paragraphs 2, 5 and 7 are for the benefit of VehicleVoice, Inc., Third Party Content providers and their respective employees, agents and contractors; and each such party will have the right to enforce such provisions directly on its own behalf.

9. Miscellaneous.

This Agreement shall be construed in accordance with the laws of the State of California, and the parties irrevocably consent to bring any action to enforce this agreement in the federal or state courts located in Santa Ana, California in the County of Orange. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. This agreement may not be amended except in writing signed by both parties and no waiver by either party shall be deemed a waiver of any preceding or subsequent breach or default. The provisions of sections 2, 5, 7 and 8 shall survive any termination of this Agreement, as well as any other provisions that by their terms or sense are intended to survive.