CARTELLIGENT TERMS & CONDITIONS
Last updated: November 22, 2024
These Cartelligent, LLC Terms & Conditions (the “Terms”) govern the relationship between Cartelligent, LLC (hereinafter, “Cartelligent,” “us,” or “we”) and you regarding your use of the www.cartelligent.com website (“Site”) that facilitates or provides access to Cartelligent’s services (Site and services are collectively the “Service”).
Use of the Service is also governed by Cartelligent’s Privacy Policy, the current version of which can be found at www.cartelligent.com/privacy-policy (the “Privacy Policy”), which is incorporated herein by reference.
IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE SERVICE. BY CREATING AN ACCOUNT (AS DEFINED BELOW) OR BY ACCESSING OR USING THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICE.
THESE TERMS REQUIRE THE USE OF
ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS
OR CLASS ACTIONS. PLEASE SEE
SECTION 7 BELOW FOR THESE TERMS.
1.
Basic
Rules and Rights We Are Granting.
1.1. License Grant for Service. Subject to your agreement and continuing compliance with these Terms and any other relevant Cartelligent policies, Cartelligent grants you a non-exclusive, non-transferable, revocable limited right and license to access and use the Site. You agree not to reverse engineer, decompile or otherwise attempt to view the source code for the Site.
1.2.
Information
and Management. You may choose to provide Cartelligent with certain personal information
for yourself or for the individual acting on your behalf, which may include
(but is not limited to) personal information such as name, birth date and email
address (collectively, “Personal Information”).
Personal Information will be held and used in accordance with the
Privacy Policy. You agree that you will
supply accurate and complete Personal Information to Cartelligent, and that you
will update such information when and as it changes.
1.3.
License and Account
Limitations and Prohibitions.
(a)
General Effects of Violations. Any use of the Service in
violation of these Terms is strictly prohibited, can result in the immediate
revocation of your limited license granted by Section 1, and may subject you to liability for
violations of law.
(b)
Policies. You acknowledge that Cartelligent
has in place policies, that supplement or in addition to these Terms, regarding
use of the Service available at www.cartelligent.com/legal and that you agree to abide by such policies and that such policies are
in addition to any obligations you have under these Terms.
(c)
Activity Prohibitions Regarding Use of
Account. You agree
that you will not, under any circumstances do or assist in any of the following
activities:
(i)
Modify or
cause to be modified any files or content that are used to maintain the Service,
without the express prior written consent of Cartelligent;
(ii) Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Service (each a “Server”) or (2) the use or enjoyment of the Service by any other person;
(iii)
Institute,
assist or become involved in any type of attack, including without limitation
distribution of a virus, denial of Service attacks upon the Service, or other
attempts to disrupt the Service or any other person’s use or enjoyment of the Service;
(iv)
Gain, or attempt
to gain, unauthorized access to the Service or Site or the Servers or networks used
to support the Service or Site (including, but not limited to, circumventing or
modifying, or encouraging or assisting any other person to circumvent or
modify, any security, technology, device or software that is part of the Service
or Site);
(v)
Harass,
abuse, harm, bully, intimidate or advocate, threaten or incite harassment, bullying,
intimidation, abuse or harm of another person or group of persons, including Cartelligent
employees or customer Service representatives;
(vi)
Interfere or
attempt to interfere with the proper functioning of the Service or connect to
or use the Service in any way not expressly permitted by these Terms;
(vii)
Intercept,
examine or otherwise observe any proprietary communications protocol used by a
Server, Service or the Site, whether through the use of a network analyzer,
packet sniffer or other device;
(viii)
Make any
automated use of the Service or take any action that imposes or may impose (in
our sole discretion) an unreasonable or disproportionately large load on our
infrastructure, as we determine in our sole discretion;
(ix)
Bypass any
robot exclusion headers or other measures we take to restrict access to the Service or Site
or use any software, technology or device to send content or messages, scrape,
spider or crawl the Service or Site, or harvest or manipulate data from, through, or relating to the Service or Site;
(x)
Use,
facilitate, create or maintain any unauthorized connection to the Service or
Site, including without limitation (1) any connection to any unauthorized
server that emulates, or attempts to emulate, any part of the Service or Site or
(2) any connection using programs, tools or software not expressly approved in
writing by Cartelligent; and
(xi)
Upload or
transmit (or attempt to upload or to transmit), without Cartelligent’s express
written permission, any material that acts as a passive or active information
collection or transmission mechanism, including, without limitation clear
graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other
similar devices (sometimes referred to as “spyware,” “passive collection
mechanisms” or “pcms”).
1.4. Suspension and Termination:
WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY YOUR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS, YOUR RIGHTS TO USE THE SERVICE ARE EXPIRED OR BECOME TERMINATED OR YOUR USE OF THE SERVICE IS RELATED TO ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR IMPROPER USE OF THE SERVICE. CARTELLIGENT SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION OF YOUR ACCESS TO THE SERVICE.
1.5.
Intellectual Property
Ownership in the Service. The Service, and all of its related components
and contents, (including without limitation, any computer code, template
content, pre-populated content, concepts, artwork, animations, sounds, musical
compositions, audio-visual effects and text contained within) is owned by Cartelligent
or its licensors, and all of which material is protected by United States and
international patent, copyright, trademark, trade secret, and other
intellectual property laws.
2.
Your Content and Consent to Monitoring.
2.1. Posted Content. “Posted Content” means any communications, videos, images, sounds, and all the material, text, drawings, writings, data, and information that you upload, post, publish or transmit through the Service. We may take actions based upon Posted Content including instructions provided within Posted Content but we may also take actions to verify with you that such instructions were truly your intent or to clarify such instructions. You acknowledge that we may reach out to you at anytime regarding any Posted Content before we take action and that you will not assume that any actions were taken by us based upon any Posted Content unless you receive confirmation that such actions are being taken by us.
2.2. Template Content. We may provide you with templates, pre-populated communications, or other content through the Service (“Template Content”) that you may use or modify as part of using our Service to produce Posted Content. You acknowledge that your use of any Template Content does not relieve you of any responsibilities or obligations under this Agreement and that your rights in Template Content are by license only and limited to the rights to reproduce and modify such Template Content in order to create your own Posted Content.
2.3. Obligations Regarding Content. By transmitting or submitting any Posted Content while using the Service, you affirm, represent and warrant that such transmission or submission (a) is accurate and not confidential; (b) not in violation of any applicable law, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the Posted Content; (c) along with the exercise of the rights by Cartelligent granted in Section 2.4, will not result in any infringement of the intellectual property rights of any third party or violate or misappropriate any rights of publicity or privacy for any third party; and (d) is free of viruses, adware, spyware, worms or other malicious code. You further represent and warrant that you have all rights necessary to transmit Posted Content to Cartelligent and to grant the rights in Posted Content granted to Cartelligent under these Terms.
2.4. Licenses to Posted Content. You hereby grant Cartelligent a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, assignable, unlimited license and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works of, manufacture, introduce into circulation, publish, distribute, sublicense, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your Posted Content as well as all modified and derivative works thereof.
2.5.
Content Screening.
(a)
Consent to Monitoring. By entering
into these Terms, you hereby provide your irrevocable consent to our monitoring
and recording of your use of the Service.
You acknowledge and agree that you have no expectation of privacy
concerning the transmission of any information, including without limitation
chat, text or voice communications.
(b)
Options Regarding Content. Cartelligent may reject, refuse
to post or delete any content you submit for use or processing by or through
the Service for any or no reason, including, but not limited to for the reason,
in the sole judgment of Cartelligent, that such content
or the posting of any particular content violates these Terms or may violate
applicable law.
3.
Other
Terms; Accounts; Notices.
3.1.
Other
Terms. We may require that you sign or agree to
other terms such as the State of California’s standard auto brokering
agreements before we provide parts of our Service and
you agree that you will enter into certain agreements or receive certain
notices before we provide certain parts of our Service.
3.2.
Accounts. You may
be required to register for an account in order to use
certain parts of the Service. You agree
to submit accurate identification and contact information when registering for
an account. You are responsible for
maintaining the confidentiality of your login and password information and we
are not responsible for nay unauthorized access to your account.
3.3.
Third Party Notices. We may
be required to provide you with certain notices and content in connection with
your use of the Service. You agree that
we may provide you with such notices and content by either emailing you such
notices to the email address that we have on file for you or by providing you
with a link to a website where such notices and content will be posted.
4.
Third Party Advertising.
4.1.
Third Party Advertisements. You understand that the Service may feature advertisements from Cartelligent
or third parties. The Privacy Policy
addresses our disclosure of information for third party advertising.
4.2.
Links to Third Party Sites and
Dealings with Advertisers. Cartelligent may provide links on the Service
to third party Services or vendors who may invite you to participate in a
promotional offer in return for receiving a benefit. Any charges or obligations
you incur in your dealings with these third parties are your
responsibility. Cartelligent makes no
representation or warranty regarding any content, goods, or Services provided
by any third party even if linked from our Service, and we will not be liable
for any claim relating to any third party content, goods,
or Services. The linked sites are not
under the control of Cartelligent and may collect data or solicit personal
information from you. Cartelligent is
not responsible for their content, business practices or privacy policies, or
for the collection, use or disclosure of any information those sites may
collect. Further, the inclusion of any
link does not imply endorsement by Cartelligent of these linked sites.
5.
Updates
to the Service. You understand that the Service undergoes
frequent changes. You acknowledge and
agree that Cartelligent may update the Service without notifying you.
6.
Disclaimer; Limitations;
Waivers on Liability; Indemnification.
6.1. Disclaimer of Warranties.
(a)
SERVICE PROVIDED “AS IS”. YOU EXPRESSLY
AGREE THAT TO THE EXTENT PERMITTED BY LAW, USE OF THE SERVICE IS AT YOUR SOLE RISK
AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR
IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
(b)
NO WARRANTY OF ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER CARTELLIGENT
NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES,
AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR
LICENSORS (COLLECTIVELY, “CARTELLIGENT PARTIES”) WARRANT THAT ACCESS TO THE SITE
WILL BE UNINTERRUPTED OR ERROR-FREE.
(c)
NO WARRANTY REGARDING ACCESS TO ACCOUNTS
AND CONTENT.
CARTELLIGENT DOES NOT GUARANTEE THAT ANY INDIVIDUAL WILL ALWAYS BE
PREVENTED FROM VIEWING INFORMATION OR CONTENT THAT THE SERVICE INTENDED TO NOT
BE AVAILABLE TO SUCH INDIVIDUAL. CARTELLIGENT
DOES NOT WARRANT THAT ALL CONTENT OR INFORMATION POSTED ON THE SERVICE WILL
REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED OR OTHERWISE
UNAVAILABLE. CARTELLIGENT DOES NOT
WARRANT THAT THE SERVICE WILL BE KEPT FROM ANY PARTICULAR INDIVIDUAL WHO EITHER
HACKS OR ENGAGES IN UNAUTHORIZED ACCESS TO SUCH CONTENT OR INFORMATION OR IS
MISTAKENLY GRANTED ACCESS BY CARTELLIGENT OR THROUGH THE SERVICE.
6.2.
Limitations; Waivers of
Liability.
(a)
DISCLAIMER OF INDIRECT DAMAGES. YOU
ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE
LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES
OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE
UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT
LIMITATION ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT
(INCLUDING NEGLIGENCE) AND THAT THE CARTELLIGENT PARTIES SHALL NOT BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN
ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.
(b)
NOT RESPONSIBLE FOR THIRD PARTY CONDUCT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE
CARTELLIGENT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE CARTELLIGENT
PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF
EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF
INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
(c)
DISCLAIMER MAY NOT BE APPLICABLE. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN
THE SECTION MAY NOT APPLY TO YOU.
6.3.
Indemnification. You agree to defend,
indemnify, save, and hold the Cartelligent Parties harmless from any claims,
losses, damages, liabilities, including legal fees and expenses, arising out of
your use or misuse of the Service, any violation by you of these Terms or any
breach of the representations, warranties and covenants made by you
herein. Cartelligent reserves the right,
at your expense, to assume the exclusive defense and control of any matter for
which you are required to indemnify Cartelligent and
you agree to cooperate with Cartelligent’s defense of these claims. Cartelligent will use reasonable efforts to
notify you of any such claim, action or proceeding upon becoming aware of
it. You agree that the provisions in this
paragraph will survive any termination of the Service.
7.1.
General. If a dispute arises between
you and Cartelligent, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly,
you and Cartelligent agree that we will resolve any claim or controversy at law
or equity that arises out of this Agreement or our Services (a “Claim”) in
accordance with one of the subsections below or as we and you otherwise agree
in writing. Before resorting to these alternatives, we strongly encourage you
to first contact us directly to seek a resolution by first contacting our
customer support. We will consider reasonable requests to resolve the dispute
through alternative dispute resolution procedures, such as mediation or
arbitration, as alternatives to litigation. Other than those matters listed in
Section 7.2, you and Cartelligent agree to seek resolution of the dispute only
through arbitration of that dispute in accordance with the terms of this
Section 7, and not litigate any dispute in court. Arbitration means that the
dispute will be resolved by a neutral arbitrator instead of in a court by a
judge or jury.
7.2.
Exclusions from Arbitration. YOU AND CARTELLIGENT AGREE THAT ANY CLAIM FILED BY
YOU OR BY CARTELLIGENT IN SMALL CLAIMS COURT OR BY CARTELLIGENT RELATED TO PROTECTION OF CARTELLIGENT’S OR ANY CARTELLIGENT LICENSOR’S INTELLECTUAL
PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 7.
7.3.
RIGHT TO OPT OUT OF BINDING
ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE
BOUND BY THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THIS
SECTION 7, YOU MUST NOTIFY CARTELLIGENT IN WRITING WITHIN THIRTY (30)
DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT. YOUR WRITTEN
NOTIFICATION MUST BE MAILED TO CARTELLIGENT TERMS ADMINISTRATOR, AND MUST
INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, AND (4) A CLEAR STATEMENT THAT YOU DO
NOT WISH TO RESOLVE DISPUTES WITH CARTELLIGENT THROUGH ARBITRATION.
7.4.
Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR
COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR
REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED,
REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND CARTELLIGENT SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE
ARBITRATION.
7.5.
Initiation of Arbitration
Proceeding; Selection of Arbitrator. If you or Cartelligent elect to resolve your dispute
through arbitration, the party initiating the arbitration proceeding must
initiate it with the American Arbitration Association (“AAA”). The terms of
this Section 7 will govern in the event they conflict with the arbitration
rules identified below.
7.6.
Arbitration Procedures. Because the software and/or Service
provided to you by Cartelligent concern interstate commerce, the Federal
Arbitration Act (“FAA”) governs the arbitrability of all disputes. However,
applicable federal or state law may also apply to the substance of any
disputes. For claims of less than $75,000, the AAA’s Consumer Arbitration Rules
shall apply; for claims over $75,000, the AAA’s Commercial Arbitration Rules
and relevant fee schedules for non-class action proceedings shall apply. The
AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further,
if your claims do not exceed $75,000 and you provided notice to, and negotiated
in good faith with, Cartelligent as described above, and if the arbitrator
finds that you are the prevailing party in the arbitration, you will be
entitled to recover reasonable attorneys’ fees and costs as determined by the
arbitrator, in addition to any rights to recover the same under controlling
state or federal law afforded to Cartelligent or you. The arbitrator will make
any award in writing but need not provide a statement of reasons unless
requested by a party. Such award will be binding and final, except for any
right of appeal provided by the FAA, and may be entered in any court having
jurisdiction over the parties for purposes of enforcement.
7.7.
Location of Arbitration. You or Cartelligent may initiate arbitration in either Alameda
County, California or the county in which you reside. If you initiate
arbitration in the county of your residence, Cartelligent may transfer the
arbitration to Alameda County, California provided
that Cartelligent agrees to pay any additional fees or costs you incur as a result of the change in location, as determined by the
arbitrator.
7.8.
Severability. If any clause within this Section 7 (other than the Class Action
Waiver clause of Section 7.4) is found to be illegal or unenforceable, that
clause will be severed from this Section 7 and the remainder of this Section 7 will
be given full force and effect. If the Class Action Waiver (Section 7.4) clause
is found to be illegal or unenforceable, this entire Section 7, except for this
Section 7.8, will be unenforceable and the dispute will be decided by a court
and IN THAT INSTANCE, YOU AND Cartelligent EACH WAIVE AND AGREE TO WAIVE ANY
RIGHT TO TRIAL BY JURY, TO THE EXTENT ALLOWED BY LAW.
8.
General Provisions.
8.1.
Updates to the Terms and
Privacy Policy.
(a)
Right to Update. Cartelligent reserves
the right, at our discretion, to change, modify, add or remove portions of
these Terms and our Privacy Policy at any time by posting the amended Terms or
Privacy Policy through the Service and/or by emailing you a copy of such
updated Terms and/or Privacy Policy to the email address we have for you in our
records. You may also be given
additional notice, such as an email message, of any changes. You will be deemed to have accepted such
changes by continuing to use the Service.
Except as otherwise stated, all amended terms shall automatically be
effective thirty (30) calendar days after they are initially posted. Cartelligent may also revise other policies,
codes or rules at any time and the new versions will be available for viewing
at www.cartelligent.com/legal
or through the Service
or Site. No amendment to the Terms or
Privacy Policy shall apply to any dispute of which Cartelligent had actual
notice before the date of the amendment.
(b)
Seeking Consent. If Cartelligent
revises these Terms or its Privacy Policy and seeks your consent to be bound by
such revised Terms or revised Privacy Policy and you do not agree to be bound
by such revised Terms or revised Privacy Policy before accessing the Service
again, then notwithstanding anything to the contrary, Cartelligent reserves the
right to terminate use of the Service.
For purposes of this Section 8.1(b), revised Terms include any
supplemental terms as referenced in Section 8.4.
(c)
Disagreement With Terms. If at any time
you do not agree to any provision of the then-current version of our Terms, the
Privacy Policy or any other Cartelligent policy, rule or code of conduct
relating to your use of the Service, your right to use the Service will immediately
terminate, and you must immediately stop using the Service.
(d)
Conflict. To the extent these Terms
or the Privacy Policy conflict with any other Cartelligent terms, policy, rule,
or code of conduct, the provisions of these Terms and the Privacy Policy will
prevail.
8.2.
Severability. If any provision of these Terms or the
Privacy Policy is found invalid, illegal, or unenforceable, in whole or in
part, by any court of competent jurisdiction, such provision will, as to such
jurisdiction, be ineffective solely to the extent of such determination of invalidity,
illegality, or unenforceability without affecting the validity, legality, or
enforceability thereof in any other manner or jurisdiction and without
affecting the remaining provisions of the Terms, which will continue to be in
full force and effect.
8.3.
Assignment. Cartelligent may assign any of its rights or
delegate any of its obligations under these Terms, in whole or in part, to any
person or entity at any time without your consent. You may not assign or delegate any rights or
obligations under the Terms without the prior written consent of Cartelligent; any purported
assignment or delegation in violation of this Section 8.3 is void.
8.4.
Supplemental Policies. Cartelligent may publish additional policies
related to specific Services such as forums, contests, loyalty programs and
other features and Services. You
acknowledge that we may email such additional policies to you at the email
address you have provided us for use in conjunction with the Service and that
you will regularly check such email. Your
use, if any, of such Services is subject to such specific policies and these
Terms.
8.5.
Entire Agreement. These Terms, together
with any supplemental policies, the Privacy Policy, and any other documents
expressly incorporated by reference herein, contain the entire agreement
between Cartelligent and you with respect to the subject matter hereof and
supersede all prior and contemporaneous understandings, agreements,
representations and warranties of the parties hereto relating to the subject
matter hereof, whether electronic, oral or written, or whether established by
custom, practice, policy or precedent.
8.6.
No Waiver. The failure of Cartelligent
to require or enforce strict performance by you of any provision of these Terms
or the Privacy Policy or failure to exercise any right under them shall not be
construed as a waiver or relinquishment of Cartelligent’s right to assert or
rely upon any such provision or right in that or any other instance. The express waiver by Cartelligent of any
provision, condition or requirement of these Terms or the Privacy Policy shall
not constitute a waiver of any future obligation to comply with such provision,
condition or requirement. Except as expressly and specifically set forth in
these Terms, no representations, statements, consents, waivers or other acts or
omissions by Cartelligent shall be deemed a modification of these Terms nor
legally binding, unless documented in physical writing, hand signed by you and
a duly appointed officer of Cartelligent.
8.7.
Notices. We may notify you via postings viewable
through the Service and via email or any other communications means through
contact information you provide to us.
All notices given by you or required from you under these Terms or the
Privacy Policy shall be in writing and addressed to the address in this Section 8.7.
Any notices that you provide without compliance with this Section 8.7
shall have no legal effect.
Cartelligent,
LLC
2700
Bridgeway
Sausalito,
CA 94965
Attn: Notices Administrator
8.8.
Equitable Remedies. You acknowledge that the
rights granted and obligations made under these Terms to Cartelligent are of a
unique and irreplaceable nature, the loss of which shall irreparably harm Cartelligent
and which cannot be replaced by monetary damages alone, so that Cartelligent shall
be entitled to injunctive or other equitable relief (without the obligations of
posting any bond or surety or proof of damages) in the event of any breach or
anticipatory breach by you. You
irrevocably waive all rights to seek injunctive or other equitable relief, or
to enjoin or restrain the operation of the Service, exploitation of any
advertising or other materials issued in connection therewith, or exploitation
of the Service or any content or other material used or displayed through the Service.
8.9.
Force Majeure. Cartelligent shall not be
liable for any delay or failure to perform resulting from causes outside the
reasonable control of Cartelligent, including without limitation any failure to
perform hereunder due to unforeseen circumstances or cause beyond Cartelligent’s
control, such as acts of God, war, terrorism, riots, embargoes, acts of civil
or military authorities, fire, floods, accidents, strikes, shortages of
transportation facilities, fuel, energy, labor or materials.