This End User License Agreement (the "EULA") is a binding legal agreement between you, as an individual or entity ("User"), and JSL Innovations, Inc. doing business as SmarterMotors("SmarterMotors"). By downloading, installing, or using this application for Android, iOS or other mobile platform, as applicable (the "Software"), you agree to be bound by the terms of this EULA. If you do not agree to the EULA, do not use the Software and you must uninstall this softwareimmediately. You agree that installation or use of the Software signifies that you have read, understood, and agree to be bound by the EULA. The Software is provided to you under this EULA solely for your private use.
1. Description of Software: The Software is a downloadable software application that enables you to send addresses directly to your internet connected vehicle’s navigation system from your mobile device.
2. License: SmarterMotors hereby grants you, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable personal license to use the Software for your own personal use;
3. Title: Title, ownership and all rights (including without limitation intellectual property rights) in and to the Software shall remain with SmarterMotors. Except for those rights expressly granted in this EULA, no other rights are granted, whether express or implied.
4. Restrictions: You understand and agree that you shall only use the Software in a manner that complies with any and all applicable laws in the jurisdictions in which you use the Software. Your use shall be in accordance with applicable restrictions concerning privacy and intellectual property rights.
6. No Warranty: SmarterMotors does NOT warrant that the functions contained in the software will meet any requirements or needs you may have, or that the software will operate error free, or in an uninterrupted manner, or that any defects or errors will be corrected, or that the software is fully compatible with any particular platform. The software is offered on an "as-is" basis and no warranty, either express or implied, is given. SmarterMotors expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Some jurisdictions do not allow the waiver or exclusion of implied warranties so they may not apply to you. You expressly agree that you will assume the entire risk to the quality and performance of our software and websites and the accuracy or completeness of its content. Furthermore, none of our partners shall be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use of or inability to use our sites, even if we have been advised of the possibility of such damages.
7. Right to Terminate or Modify Software: SmarterMotors may modify the Software and this EULA with notice to you either in email or by publishing notice on the Website, including but not limited to charging fees for the Software, or changing the functionality or appearance of the Software. In the event SmarterMotors modifies the Software or the EULA, you may terminate this EULA and cease use of the Software. SmarterMotors may terminate your use of the Software, the EULA or the SmarterMotors Service at any time, with or without notice.
8. U.S. Government Restricted Rights: The Software and accompanying documentation are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software - Restricted Rights), as applicable. The manufacturer is JSL Innovations, Inc. doing business as SmarterMotors whose business address is 3592 Rosemead Blvd. #321, Rosemead, CA 91770.
9. Other Software: This Software may contain or be provided together with open source softwareand other software from multiple sources and providers. Each item of software is subject to its own applicable license terms. Copyrights to all other software are held by the respective copyright holders.
10. Indemnification: By accepting the EULA, you agree to indemnify and otherwise hold harmless JSL Innovations, Inc. doing business as SmarterMotors, its officers, employers, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your use of the Software or any other matter relating to the Software.
11. Limitation of Liability: You expressly understand and agree that SmarterMotors shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if SmarterMotors has been advised of the possibility of such damages). In no event will SmarterMotors aggregate liability to you exceed the amount of licensing fees paid by you to SmarterMotors. These limitations and exclusions will apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the limitations of damages and/or exclusions of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
12. Severability: If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
13. Venue and Attorney Fees: This agreement shall be governed by the laws of the State of California. Since SmarterMotors provides no warranties and limit our liabilities, there should be little reason to have a grievance with us. However, should a legal action be brought, you and SmarterMotors exclusively and irrevocably agree it shall be instituted in a state or federal court in California, and in the County of Los Angeles, within one (1) year after such claim or cause of action arose or be forever barred. As a disincentive for unwarranted litigation, you and SmarterMotors agree that if you sue us and do not win, you will pay for our defense costs, including, but not limited to, reasonable legal fees for both in house and outside counsel.
13. General: The EULA between you and SmarterMotors will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. The exclusive forum for any disputes arising out of or relating to this EULA shall be an appropriate federal court or state court sitting in the County of Los Angeles, State of California. The EULA constitutes the entire agreement between you and SmarterMotors regarding the Software. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this EULA will remain in full force and effect. You may not assign this EULA, and any assignment of this EULA by you will be null and void. SmarterMotors logos and names are trademarks of JSL Innovations, Inc. You agree not to display or use these trademarks in any manner without SmarterMotors prior, written permission. The section titles and numbering of this EULA are displayed for convenience and have no legal effect. By using this Software, you agree that you have read, understand, and agree to this EULA.