By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Just Drive Right that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services.
The purpose of this Agreement is to establish the terms and conditions under which Subscriber may purchase Just Drive Right's Services as described in the Subscription or Order Form or other document signed or agreed to by You.
In the event of any inconsistency or conflict between the terms of the Agreement and the terms of any Order Form, the terms of the Order Form shall control.
Table of Contents
General Terms and Conditions:
- Access to the Services
- Use of Services
- Cancellation
- Payment
- Confidential Information
- Ownership and Security of Data
- Temporary Suspension
1.1 Service. We will make the content available to You pursuant to this Agreement and the applicable Order Form(s) and Documentation in accordance with Your Service Plan. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except (a) during Planned Downtime (of which We will give advance notice via Our Site or to the Account owner); and (b) Force Majeure Events.
1.2 Modifications. You acknowledge that Just Drive Right may modify the content during the Subscription Term. Just Drive Right shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.
SECTION 2. USE OF THE SERVICES
2.1 Login Management. Access to and use of certain content is restricted, such as to the specified number of individuals permitted under Your subscription to the applicable Content, as detailed in Our Documentation. For all Content, You agree and acknowledge that a Login cannot be shared or used by more than one (1) individual per Account. Should Just Drive Right discover that Your use of a Service violates this Agreement or the Subscription Plan features and limitations on Our Site or Documentation, Just Drive Right reserves the right to charge You, and You hereby agree to pay, for said overuse, in addition to other remedies available to Us.
2.2 You agree to the Just Drive Right User Content Policy which is hereby incorporated into this Agreement. Further, in Your use of the Services You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; or (d) to the extent You are subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), use the Services to store or transmit any “protected health information” as defined by HIPAA, unless expressly agreed to otherwise in writing by Just Drive Right.
2.3 No Competitive Access. You may not access the Content or Services if You are a direct competitor of Just Drive Right, except with Just Drive Right's express prior written consent. You may not access the Content or Services for competitive purposes.
3.1 We may immediately terminate this Agreement for cause and without advance notice if You violate the Just Drive Right User Content Policy.
We will refund You any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination if this Agreement is terminated by You in accordance with this Section for Just Drive Right’s uncured material breach.
You are required to pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms if this Agreement is terminated by Us for Your material breach in accordance with this Section. In no event will Our termination for cause relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
3.2 Payment Upon Termination. Except for Your termination under Section 3.1 for Our uncured material breach, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term, or if We terminate or cancel Your Account pursuant to Section 3.3, in addition to any other amounts You may owe Just Drive Right, You must immediately pay any and all unpaid Subscription Charges associated with the remainder of such Subscription Term.
3.3 No Refunds. Except for Your termination rights under Section 3.1, if You elect to terminate Your subscription to a Service or cancel Your Account prior to the end of Your then current Subscription Term, no refunds or credits for Subscription Charges or other fees or payments will be provided to You.
4.1 Payment and Billing. All Subscription Charges are due in full upon commencement of Your Subscription Term, or with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise deployed, unless otherwise expressly set forth in this Agreement, an Order Form, a Statement of Work, or in Supplemental Terms, or as otherwise agreed for Usage Charges. You are responsible for providing valid and current payment information and You agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date). If You fail to pay Your Subscription Charges or any other charges indicated on any Order Form or Statement of Work, or in any Supplemental Terms, We may suspend or terminate access to and use of the Services by You.
4.2 Upgrades. If You choose to upgrade Your Subscription Plan, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any future Subscription Term, Your Subscription Charges will reflect any such upgrades.
4.3 Downgrades. You may not downgrade Your Subscription Plan during any Subscription Term. If you desire access to another Subscription Plan with less features and a shorter time duration, You must purchase that plan separately.
SECTION 5. CONFIDENTIAL INFORMATION
The Subscriber shall keep in strictest confidence and trust the Confidential Information. The Subscriber shall take all necessary precautions against unauthorized disclosure of the Confidential Information, and, except as required by applicable law, judicial process or regulatory investigation, the Subscriber shall not, directly or indirectly disclose, allow access to, transmit or transfer the Confidential Information to a third party, nor shall the Subscriber use, copy or reproduce the Confidential Information except as may be reasonably required for the Subscriber with the permission of Just Drive Right.
SECTION 6. OWNERSHIP AND SECURITY OF PROFILE/PERSONAL DATA
6.1 Ownership of Subscriber's Data. Subscriber shall retain ownership rights to all Profile Data Processed under the terms of this Agreement.
6.2 No Sale of Profile Data. Just Drive Right will never sell, rent, or lease Your Profile Data to any third party. We will not share Your profile Data with third parties under any circumstances.
SECTION 7. TEMPORARY SUSPENSION
We reserve the right to restrict functionalities or suspend the Services (or any part thereof), Your Account or Your and/or Agents’ or End-Users’ rights to access and use the Services and remove, disable or quarantine any Service Data or other content if (a) We reasonably believe that You, Agents or End-Users have violated this Agreement; or (b) We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Agents or End-Users. This right includes the removal or disablement of Service Data or other content in accordance with Our Copyright Infringement Notice. We also reserve the right to immediately suspend Your Account for Your violation of Just Drive Right's User Content Policy. Unless legally prohibited from doing so or where We are legally required to take immediate action, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, Agents, End-Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End-Users may be referred to law enforcement authorities at Our sole discretion.