USER LICENSE AGREEMENT

This User License Agreement effective as of the date when the application is submitted is by and between:
  1. SERVICE VISUALS LLC ("SERVICE VISUALS") with a principal place of business at 6915 S 900 E, Midvale, UT, 84047, USA; and
  2. You, and the business entity as listed in the account set-up process (referred to hereafter as CUSTOMER, or CUSTOMERS)

    hereinafter also collectively referred to as the "Parties".

    WHEREAS, Customer wishes to license from SERVICE VISUALS the right to use and operate certain software, as defined in clause 2.0, for Customer's use, and

    WHEREAS, SERVICE VISUALS is willing to provide such software based on the terms and conditions set forth herein.

    NOW THEREFORE, the parties, for good and valuable consideration, agree to the following terms and conditions:

TERMS AND CONDITIONS:

BY CLICKING THE "I ACCEPT" BUTTON ON THE SUBMISSION PAGE, YOU AND THE BUSINESS ENTITY AS LISTED IN THE ACCOUNT SET-UP PROCESS ("YOU" OR "YOUR") AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (AS DEFINED BELOW).

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, CLICK ON THE "EXIT" BUTTON TO EXIT THE ACCOUNT SET-UP PROCESS.

  1. TERM
    This Agreement shall commence as of the Effective Date and extend for twelve (12) months (hereinafter the "Initial Term") unless terminated under the provisions herein. Thereafter, this Agreement shall automatically be extended for successive Subsequent Terms of twelve (12) months each, unless either party serves written notice to the other of its decision to terminate this Agreement at least thirty (30) days prior to the expiration of the then-current Term. 'Initial Term' refers to the start date of the 12 month agreement. If a 7-day free trial has been selected the 'Initial Term' will start 7 days from the acceptance and submission of these terms and conditions. If no free trial has been selected the 'Initial Term' will commence at the acceptance and submission of these terms and conditions.
  2. ANIMATED WORKS
    1. "Animated Works" shall mean those animations of vehicle parts and systems found on VEHICLE VISUALS' website, and any additional animations of vehicle parts and systems provided to Licensee in accordance with this Agreement, including, without limitation, Enhancements.
    2. "Enhancement" shall mean any modification of, replacement of, improvement to, or based on, in whole or in part, the Animated Works.
    3. The Animated Works defined in clause 2.1 (and including the Enhancements set out in clause 2.2) are not for sale, but are being licensed to Customer pursuant to the terms stated herein. It is understood and agreed that SERVICE VISUALS will provide the Animated Works for the Customer's use only. During the performance of this License Agreement, SERVICE VISUALS may develop, configure, enhance, upgrade or otherwise modify the Animated Works to accommodate the Customer's specific needs and it is understood that any such changes in the Animated Works shall be for the express purpose of providing such a capability. Such changes shall in no way be considered work for hire and shall in no way confer to the Customer any rights of any nature in the Animated Works other than as specified herein.
    4. The Customer hereby warrants that it shall not violate any of SERVICE VISUALS's intellectual property rights in the Animated Works.
  3. PRICING/PAYMENT
    1. In consideration of SERVICE VISUALS granting this License to Customer, Customer shall pay SERVICE VISUALS the following charges:
      1. License Fee: $29.95 per location monthly in advanced or $299.95 per location annually in advance
      2. Any other charges
    2. All invoices shall be paid in full within thirty (30) days (the "Due Date").
    3. SERVICE VISUALS reserve the right to turn off access to the Animated Works should Customer not pay the agreed charges by their Due Date.
    4. Payment shall be made by Buyer following receipt of invoice from SERVICE VISUALS, by PayPal or by interbank wire transfer, to the account specified on the invoice.
    5. All Prices are exclusive of taxes and duties. Customer shall be responsible for the payment of all taxes, duties and levies, including but not limited to, import and custom taxes and duties, sales taxes, use taxes, withholdings, gross receipts, excise, value added taxes, ad valorem and any other taxes, charges or customs duties imposed by any taxing authority with respect to the Animated Works provided by SERVICE VISUALS under this Agreement.
  4. LICENSE(S)
    1. LICENSE GRANT: As consideration for the payment by the Customer of the License Fee, and at all times subject to Customer's continual compliance with the terms and conditions of this Agreement, SERVICE VISUALS grants to Customer a terminable, nonexclusive, nontransferable License, for the duration of this Agreement, to use and operate the Animated Works subject to the limitations and restrictions set out in 4.2 below, and at the location specified in the account set up process.
    2. LICENSE RESTRICTIONS: Under no circumstances shall Customer:
      1. make any copies of the Animated Works;
      2. remove or otherwise modify any proprietary markings or notices of SERVICE VISUALS (or its affiliated companies) contained within or placed upon the Animated Works;
      3. license, sublicense, sell, assign, transfer or otherwise convey use or location of the Animated Works without the prior written consent of SERVICE VISUALS;
      4. provide or allow any timesharing arrangements using the Animated Works;
      5. make any modifications to or derivative works using the Animated Works; or,
      6. disassemble, decompile, reverse engineer or otherwise create or attempt to create or allow others to create or attempt to create source code from the Animated Works.
  5. INTELLECTUAL PROPERTY RIGHTS
    1. It is understood and agreed by the Parties that SERVICE VISUALS shall at all times be the sole and exclusive owner of all intellectual property rights in the Animated Works.
    2. Any new Animated Works created by SERVICE VISUALS may also be provided to Customer pursuant to the terms of this Agreement, including but not limited to the terms of this clause 5.0, and such shall remain the sole and exclusive property of SERVICE VISUALS.
    3. If it is clear that the Animated Works or any intellectual property right developed hereunder by SERVICE VISUALS (or on behalf of SERVICE VISUALS) (if any) infringes or misappropriates a third party's intellectual property rights, or if Customer's authorized use of the Animated Works, or any SERVICE VISUALS intellectual property right developed hereunder (or 3rd party intellectual property right developed hereunder on behalf of SERVICE VISUALS) is prohibited by injunction of a court of competent jurisdiction as a result of a third party claiming that such an infringement or misappropriation has or will take place, SERVICE VISUALS shall hold Customer harmless and at its own option, cost and expense either:
      1. procure for Customer the right to continue using the Animated Works and/or any intellectual property right developed hereunder;
      2. modify the Animated Works or the intellectual property rights so that it is no longer infringing;
      3. replace the Animated Works or the intellectual property with other software, material of equal capabilities, or
      4. where SERVICE VISUALS has used all economically reasonable efforts to solve the infringement in accordance with clauses 5.3.1, 5.3.2 and 5.3.3 above, terminate such portion of the Animated Works as may be deemed infringing and release Customer from further liability and obligation therefrom.
    4. Notwithstanding clause 5.3 above, SERVICE VISUALS shall not be liable if any claim of infringement arises (a) as a result of any unauthorized modification attributable to Customer made to the Animated Works or the intellectual property; or (b) from the use by Customer of any service or equipment for any purpose other than in accordance with the terms and conditions set out in this Agreement; (c) to the extent that an infringement claim is based upon the combination of the service with any software not provided by SERVICE VISUALS and where the stand alone use of SERVICE VISUALS's software in accordance with the terms of this Agreement would not have caused such a claim.
    5. In the event of a third party claim made to Customer under Clause 5.3 above, Customer shall:
      1. Inform SERVICE VISUALS with immediate effect upon receipt of notice of a claim;
      2. following receipt of such notice allow SERVICE VISUALS, to the extent allowed by applicable law, to conduct negotiations with the party presenting a claim; or to intervene in any suit or action and assume or control the defense.
      3. promptly furnish to SERVICE VISUALS, all data, records and assistance within Customer's control which are material to any such claim; SERVICE VISUALS shall not be liable for any settlement of any such claim or suit entered into by Customer without the prior written consent of SERVICE VISUALS.
  6. WARRANTY
    1. SERVICE VISUALS's Animated Works are sold to the Customer on the understanding that they will be free of defect in workmanship or material at the time of sale. In the event that any such Product proves to be defective in either workmanship or material at the time of sale, SERVICE VISUALS shall use all commercially reasonable endeavours to resolve the problem.
    2. The sole and exclusive warranty offered by SERVICE VISUALS and accepted by the Customer is stated in this clause 6.0. THE CUSTOMER AGREES AND UNDERSTANDS THAT NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE OFFERED OR CONTEMPLATED IN THE CUSTOMER'S USE OF THE ANIMATED WORKS.
  7. LIMITATION OF LIABILITY
    1. In no event shall either Party be liable for any incidental or consequential damages, or for lost revenues, profits, nor for any other indirect damages, whether such damages were foreseen or ought to have been foreseen or not.
    2. Either Party's total aggregate liability to the other Party (or its affiliates or any third parties connected to the other Party) under this Agreement shall not exceed the total aggregate monies payable by the Customer under this Agreement.
    3. Nothing in this Agreement shall limit either Party's liability in case of gross negligence, intentional misconduct, death or personal injury or where such limitation is not permissible by law.
  8. CONFIDENTIALITY
    1. "Confidential Information" shall mean any oral or written information which is expressly identified as, or which may reasonably be assumed to be, proprietary and maintained in confidence, including but not limited to information related to the Animated Works. The existence of this Agreement and all terms and conditions contained herein shall be considered Confidential Information.
    2. Confidential Information does not include information that, as demonstrated by documentary evidence:
      1. was already known to receiving party as of the Effective Date of this Agreement and had not been obtained by receiving party either directly or indirectly from the disclosing party;
      2. is or becomes publicly known through no wrongful act of the receiving party;
      3. is rightfully received by the receiving party from a third party without restriction and without breach of this Agreement or any other agreement; or
      4. is approved for release by prior written authorization of the disclosing party.
    3. For the Initial Term of this Agreement plus three (3) years therefrom, the receiving party shall not disclose to others or use for any purpose any Confidential Information, other than to exercise the rights granted pursuant to this Agreement during the Term of this Agreement.
    4. SERVICE VISUALS and Customer acknowledge that any disclosure or use of the other's Confidential Information will result in irreparable harm, and that the injured party shall be entitled to seek injunctive relief for any such disclosure or unauthorized use.
  9. TERMINATION
    1. Either party shall have the right, exercisable upon written notice to the other party, to terminate this Agreement in case of a material breach by the other party of any term or condition of this Agreement that is not cured within thirty (30) days after receipt of written notification thereof from the non-breaching party.
    2. SERVICE VISUALS may terminate this agreement by notice given to the Customer, effective immediately, if any of the following events occur:
      1. failure of the Customer to pay its invoice within the agreed period or any reasonable extension agreed by both parties;
      2. any assignment or attempted assignment by the Customer of any interest in this Agreement without SERVICE VISUALS's prior written consent;
      3. submission by the Customer to SERVICE VISUALS of any false or fraudulent reports or other statements including any false or fraudulent claims for refunds or credits or any other types of reimbursements.
    3. In the event either party has any business dealings with the other party after termination of this Agreement those business relations shall not be construed as a renewal of this Agreement nor as a waiver of any such termination.
    4. Neither party shall be liable to the other because of any termination of this Agreement, including compensation reimbursement, damages due to any loss of prospective profits, unanticipated sales, expenditures, investment leases, commitments in connection with the business, goodwill of SERVICE VISUALS or the Customer, or for any other reason whatsoever growing out of any such termination.
  10. FORCE MAJEURE
    In the event either Party hereto is prevented from its performance hereunder because of casualty, accident, Acts of God, fire, severe weather conditions, strikes or labor disputes, war or other violence, acts of the government or any other act or condition beyond the reasonable control of such Party, then such Party shall be excused from its performance to the extent of the force majeure event; provided, however, that the Party so affected shall take all reasonable steps to avoid or remove the cause of the non-performance.
  11. NOTICES
    All notices and correspondence between the Parties shall be addressed to the following named individuals at the address first listed above:
    SERVICE VISUALS Customer
    Matt Frost
    SERVICE VISUALS LLC
    6915 S 900 E,
    Midvale, UT 84047
    USA
    Contact details as provided during the account set up process.
    The above names and addresses may be changed by providing the other party written notification of the same. For
  12. GENERAL
    1. Trademarks and Trade Names. Customer shall not use, authorize, or permit the use of any of SERVICE VISUALS's trademarks or trade names as part of its firm, corporate or business name. Customer may use SERVICE VISUALS's trade names for advertising and marketing purposes in order to denote the origin of SERVICE VISUALS's Animated Works. The Customer shall not contest the right of SERVICE VISUALS to the exclusive use of any of SERVICE VISUALS's trademarks or trade names. Customer agrees to abide by the reasonable instructions of SERVICE VISUALS regarding the use of its trade name in order to maintain its reputation and goodwill. SERVICE VISUALS reserves the right to revoke the use of its trade name if in its sole discretion it determines Customer is not adhering to such instructions, by providing Customer with seven (7) days written notice.
    2. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any form of partnership, joint venture or any form of mutual undertaking under which the acts of one party hereto are chargeable in any manner to the other party. Neither party shall have the right to obligate or bind the other party in any manner whatsoever with respect to any third party and nothing contained in this Agreement shall give or is intended to give any rights of any kind to any third party.
    3. Assignment. No assignment of this Agreement shall be made by Customer without the express written consent of SERVICE VISUALS. Any such assignment without the written consent of SERVICE VISUALS shall be considered void. SERVICE VISUALS shall have the right to assign this Agreement without consent from the Customer but with written notice. Such consent by SERVICE VISUALS shall not be unreasonably withheld.
    4. Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof. No waiver shall be effective unless made in writing and signed by the waiving Party.
    5. Section Headings. The section headings of this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
    6. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of each Party shall be construed and enforced accordingly.
    7. Modification. This Agreement may not be modified in any manner, including prior or current course of dealing between the parties or usage of trade, except by written instrument signed by duly authorized representatives of SERVICE VISUALS and Customer.
    8. Governing Law. This Agreement shall be construed in accordance with the laws of the United States of America, and otherwise in accordance with the laws of the State of Utah, without reference to conflict of laws principles.
    9. Dispute Resolution. Any dispute or controversy as to the construction of this Agreement or as to matters arising hereunder shall be referred in writing to the business owner of the other Party for resolution. Failing resolution of the dispute within thirty (30) days thereafter, either Party shall be entitled to refer the dispute to binding arbitration in the state of Utah or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in software licensing and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. The arbitration shall be conducted in English language.
    10. Contact: For all questions and issues arising from these terms and conditions, please use the following contact information - support@vehiclevisuals.com