Gamut Automotive Solutions, Inc. Terms of Service
Last Updated: September 10th, 2018.
Gamut Automotive Solutions, Inc. IS ONLY WILLING TO PROVIDE THE SERVICES TO YOU UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THESE TERMS OF SERIVICE. PLEASE READ THESE TERMS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND REMEDIES.
These Terms of Service (the “Agreement”) are entered into between you (“Customer” or “you”) and Gamut, Inc. (“Gamut,” “we,” or “us”) and is effective when you accept this Agreement. This Agreement sets forth the terms and conditions that govern your use of the online services available via our technology (collectively, the “Services”).
Your acceptance or use of the Services signifies that you have read, understood and agreed to be bound by the terms and conditions of this Agreement. By your acceptance or use of the Services you agree that any previous agreements between you and Gamut will be terminated and superseded by this Agreement.
We reserve the right to update or change our Services and this Agreement at any time. Any changes to this Agreement will be communicated by email and the updated Agreement will be posted on this website and effective upon posting.
1. YOUR RESPONSIBILITIES
You must comply with CAN-SPAM Act and any other relevant laws or statutes that apply to the sale of products by you.
Gamut is authorized to make the use of third party databases (“Databases”) available through your use of our Services. The owners of the third party Databases retain all right title and interest in the Databases.
LivePartsNow generates a comprehensive part information and application database through a combination of a multitude of sources and processes. Including but not limited to Authorized 3rd Parties, OEMs, RDCs, Shipping and 3PL Entities, Real Time IoT Image Capturing Weight and Measurement Processes, Gamut Internal Optimization Processes, Gamut Staff Review, and Gamut Analytics Generation. Access to LivePartsNow data available through your use of our Services is provided solely for individual application purposes (i.e. the transaction, listing, or posting of a single part and/or application). Gamut generated and optimized data, including but not limited to high resolution part images, detailed part descriptions, collected weight and measurement specifics, previous sales analytics, fulfillment data, and inventory location data, is retained in all rights and interest to Gamut Automotive Dealer Solutions, Inc.
3. RESTRICTIONS ON USE
You shall not purchase search engine or other pay per click keywords (such as Google AdWords) or purchase domain names that use Gamut or other Gamut trademarks or variations of Gamut trademarks.
You may not (i) alter or copy, in any form or medium, all or any part of our Services, including without limitation any Hosted Website; (ii) create any derivative work from, or adaption of, of our Services, including without limitation any Hosted Website; or (iii) reverse engineer, decompile assemble or attempt to discover any object code, source code, underlying processes or algorithms contained in our Service, including without limitation in any Hosted Website, nor permit any person or entity to commit or engage in such activities or conduct.
4. TERM AND TERMINATION
Our Services are offered on a month-to-month subscription basis or as otherwise described in the terms of your subscription, if applicable, and by accepting this Agreement and agreeing to pay your subscription fee, your subscription will commence (the “Subscription”). Your Subscription will continue on a monthly basis until terminated by either of us as set forth herein.
You may terminate your Subscription at any time by emailing firstname.lastname@example.org.
Regular monthly billing will stop immediately after the cancellation notice is received and any outstanding balance for your usage of the Services through the effective date of termination or expiration will be immediately due and payable in full.
If the cancellation is received in the middle of the month, the Subscription will run for the remainder of the month and no partial refund will be given.
We may delete all Customer data 30 days after the date of termination of your Subscription.
All sections of this Agreement that by their nature should survive termination will survive termination, including ownership, warranty disclaimers and limitations of liability.
5. FEES AND PAYMENT TERMS
Fixed monthly fees are prepaid each month and transactional fees (if applicable) are paid each month for the previous month based on actual usage.
We will send you an invoice via email on the 1st of every month, commencing on the month following your acceptance of this Agreement. Terms of these invoices are Net 30 (full payment, including tax where applicable, due within 30 days from the date of the invoice).
We reserve the right to suspend our Services to you following written notice until payment of all outstanding amounts is made. If an account is delinquent after 180 days, you agree to pay all fees incurred in the collection of your account.
You are responsible for any fees incurred in charging the end purchasers’ credit cards (merchant account), chargebacks, fraud, renewing domain(s), and shipping merchandise to end purchasers.
6. CUSTOMER SUPPORT
We will provide customer support related to your use of the Services.
We provide email support at email@example.com, and phone support between the hours of 9:00 a.m. – 5:00 p.m. EST.
We may use all suggestions, technical and product information you provide to us for software support and the development of upgrades to our Services available to all customers.
We agree not to disclose your confidential information to any third parties except as required to provide the Services.
We may collect statistical data in a variety of ways, including without limitation Google Analytics, back-end databases, and orders (“Statistical Data”).
9. PERFORMANCE WARRANTY, UPTIME AND REMEDIES
Gamut warrants that the Services will conform to the Services description pursuant to your Subscription, will be performed consistent with generally prevailing professional or industry standards and will function within a properly configured system as determined by Gamut. Customer must notify Gamut in writing of any deficiencies in the Services within 30 days of discovery of any such deficiencies. Customer’s sole and exclusive remedy for breach of this warranty shall be the resolution of the deficiencies by Gamut.
The Services will be available 24/7, with an uptime of 99.9%, excluding scheduled down-time for maintenance and repairs or emergency repairs resulting from damages or changes to the Website caused by a party other than Gamut (“Uptime”). Your sole remedy if the Services do not meet the Uptime will be a credit of 1% of that months invoice for each 1% Uptime is reduced, which will be applied to the next month’s invoice upon your request.
10. CUSTOMER MATERIALS
Customer represents and warrants to Gamut that all text, domain names graphics, photos, designs, trademarks, or other artwork furnished to Gamut for use by Gamut in the delivery of the Services are owned exclusively by the Customer, or that the Customer has permission from the rightful owner to use each of these elements, and will indemnify, hold harmless, protect, and defend Gamut and its subcontractors from any claim or suit arising from the use of all materials furnished by the Customer to Gamut.
The Services contain copyrighted material, trademarks, and other proprietary information, including without limitation, text, software, photos, video, graphics, and the entire contents of which are protected under the United States copyright laws. The copyright in all material provided in the Services is held by Gamut, provided that text, graphics, and photos that are provided to Gamut by the Customer are owned by Customer. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content in the Services in whole or in part. Except as expressly permitted by Gamut, nothing in the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopy, recording, or otherwise, without the prior written permission of Gamut. Any unauthorized use of any content contained in the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
You will indemnify Gamut for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material to Gamut by you.
12. DISCLAIMER AND LIMITATION OF LIABILITY
With the exception of the express warranties set forth in this Agreement, Gamut EXPRESSLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, Gamut EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE SERVICES OR ANY PART HEREOF. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY SPECIAL, OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, REVENUES, OR SAVINGS, EVEN IF THE PARTY HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBLITIY THEREOF. COMPANY’S LIABILITY TO YOU FOR ANY AND ALL LOSSES, CLAIMS, DAMAGES, OR LIABILITY OF ANY KIND (INCLUDING CONTRACT OR TORT), WILL NOT EXCEED THE AMOUNTS PAID FOR THE PRIOR ONE MONTH PERIOD, EXCEPT AS OTHERWISE SET FORTH HEREIN. YOU AGREE THAT Gamut PROVIDES NO REPRESENTATIONS AND WARRANTIES THAT ACCESS TO THE SERVICES WILL BE UNIMPEDED AND YOU AGREE THAT ACCESS TO THE SERVICES MAY BE SUSPENDED IN THE CASE OF TECHNICAL ERRORS, VIRUSES, AND THE LIKE.
INFORMATION FROM THIRD PARTIES CONTAINED IN THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, SHALL Gamut BE LIABLE FOR ANY DAMAGES, UNDER ANY CIRCUMSTANCES, ARISING OUT OF INCORRECT INFORMATION OR DATA PROVIDED BY A THIRD PARTY THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION PRICING, PRODUCT AVAILABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
13. DATA PRIVACY
Gamut requires, and you hereby warrant and represent, that any data submitted to Gamut in connection with your use of the Services, has not been collected, stored, or transferred to Gamut in violation of any law, regulation, or contractual obligation applicable to you. You shall cause each end purchaser to consent prior to the collection of data in a manner consistent with applicable law. You shall make the terms of any agreement with such end purchasers at least as protective of Gamut as the terms of this Agreement (the “Mandatory Terms”). If you make any claim, representation or warranty regarding the Services that is different from or in addition to those set forth in this Agreement, you will be solely and exclusively responsible for such claim, representation or warranty to the extent such representation or warranty differs from those in this Agreement and you shall indemnify Gamut for any damages whatsoever incurred or arising from any such claim, representation or warranty made by you. As between Gamut and you, you are responsible for all acts and omissions of your end purchasers in connection with their use of the Services. You will promptly notify us if you become aware of any prohibited activities, and you will reasonably cooperate with Gamut, in connection with any prohibited activities of any end purchaser using the Services.
14. ENTIRE AGREEMENT
This Agreement, and the subscription and payment terms provided to you, constitutes the entire agreement between Gamut and the Customer regarding the Services and supersedes all prior proposals, agreements, representations and other communications related to the Services. Any additional services not specified in this Agreement must be authorized in writing. Pricing may change at any time upon delivery of a 60 days’ notice to Customer.