Terms of Service

Last updated: June 21, 2022

Effective date: August 1, 2022

Introduction

These terms of service (the "Terms") govern the use of the CarSync vehicle rental management service (the "Service"). We are referred to in these Terms as "Company", " we", "us" or "our". 7VX LLC, a California limited liability company owns this website and provides the Service. Each person or entity that utilizes the Service (referred to in this Agreement as "Host", "you" or "your") will be identified in a CarSync sign-up form (the "Registration Form").

The Registration Form, in conjunction with these Terms, constitutes a legally binding agreement between the Company and the Host (the "Agreement"). By completing an Registration Form, or accessing or using the Service, you acknowledge that you have read, understand and agree to be bound by the Agreement. If you do not agree with anything in the Agreement, you may not use or access the Service.

Agreement

In consideration of the mutual covenants and conditions contained in this Agreement, the parties agree as follows:

1. Definitions. As used in this Agreement, the capitalized terms listed below shall have the following meanings:

   1. "Account" means a record of each entity or person with access to the Service.

   2. "Content" means all reports, data, information and content available to the Host through the Service, excluding Host Data.

   3. "Host Data" means electronic data and information submitted by or on behalf of Host to the Service, including but not limited to Guest and reservation data.

   4. "Enhancements" means the following: minor modifications, revisions, bug fixes or patches with respect to the Service, including the addition of feature improvements or improved performance made available by the Company to the Service; however, Enhancements shall not include the addition of modules or significant new features not originally included as part of the Service, which must be acquired through execution of an additional Registration Form.

   5. "Guest" means an individual who rents a vehicle from a Host.

   6. "Service" means our vehicle rental management service platform, including the software and other technology that powers the Service, Content made available through the Service, and any Enhancements to the Service.

   7. "Support" means the help and chat features available on our website to assist Hosts and Users in use of the Service.

   8. "User" means an individual user authorized by Host to use the Service.

   9. "Term" means the period of time during which the Service will be provided to Hosts and Users. At such time as a paid subscription is required to use the Service, the Term will be reset.

Capitalized terms not defined herein shall have the meanings ascribed to them in the Registration Form.

2. Service.

   1. Provision of Service. Subject to these Terms, the Company shall provide Host and Users with access to, use of, and support of the Service for its intended purpose, as well as Enhancements as they become generally available.

   2. Users. Each User must be registered with the Company and is required to provide their first and last name and a valid email address. Upon receipt and verification of such information, the User will become authorized to access the Service, provided however, that we may decline a registration in our sole discretion. User information is governed by our Privacy Policy. A User's login credentials may not be shared with any other individual.

   3. Limitations. Host shall abide by, and ensure that its Users abide by, this Agreement and all applicable local, state, national and foreign laws and regulations in connection with use of the Service. Host shall be solely responsible for the accuracy, quality, and legality of Host Data that it provides, the provision to us of the Host Data, and the source from and means by which Host acquires the Host Data. Host may not (a) rent, loan or sublicense rights to access or use the Service to any third party; (b) unlock, modify, disassemble, decompile, or reverse engineer any part of the Service, including its software components, or permit any third party to do so; (c) provide any Content generated by the Service to our competitors; or (d) use the Service in any way not expressly provided for in this Agreement. Host shall (i) be responsible for all activities that occur under Host's account, and shall protect the confidentiality of Host's passwords and User IDs and maintain timely contact information for such accounts; (ii) assume responsibility for acts and omissions of its Users; (iii) ensure that all Users' use of the Service is in compliance with this Agreement, our reasonable instructions, and applicable law and government regulations; (iv) use commercially reasonable efforts to prevent unauthorized access to and use of the Service, and shall notify us of any unauthorized use of Host's account or a User login credentials or any other breach of security that is known or suspected by Host.

   4. Support. In order to (i) answer questions regarding use of the Service, (ii) help Host with diagnosis and fixing of problems, and (iii) allow Host to file bug reports and communicate generally with us, we shall provide Host with a chat capability operating between the hours of 9:00 am EST and 5:00 pm PST excluding weekends and holidays. Chat support is available on our website. If a system failure should occur that creates an outage of the Service, we will utilize all reasonable means to end the outage as soon as possible. Outages due to the Internet, hosting providers and/or Host systems are outside of our control. In such an event, we may, in its sole discretion, assist the Host in the diagnosis of these problems but may not be able to resolve the problem. From time to time, we or our hosting providers will perform preventative maintenance, such as updating servers and routers with security patches, and software upgrades. We will keep any resulting downtime reasonable and shall use all reasonable efforts to perform such maintenance outside of normal working hours.

   5. Suspension of Service. In addition to any remedies that may be available to us under any applicable law, we may promptly temporarily or permanently deny, limit, suspend, or terminate Host's or a User's access to the Service, if we, in our reasonable discretion, determine that (i) Host has abused its rights to use the Service; or (ii) Host has materially breached these Terms; or (iii) Host has performed any act or omission which is harmful or likely to be harmful to the Company or any other third party, including other users of the Service.

3. Fees and Payment. At the current time, we do not charge for the Service. If we institute charges in the future, we will notify you of the change and provide the opportunity for you to purchase a subscription.

4. Term/Termination.

   1. Term. The Agreement shall remain in effect until (a) Host terminates its Account, which can be done for any reason, (b) we terminate Host's Account, or (c ) we modify the Agreement, after which time the modified agreement becomes applicable.

   2. Termination by Host. A Host can terminate their Account by making a request on our website. Such requests will be processed within 24 hours.

   3. Termination by Company. The Company may terminate an Account upon a breach by Host or a User of the Agreement or upon its determination that continued use of the Services by Host or a User is harmful or potentially so to Company or a third party in any way.

   4. Liability. We will not be liable to the Host for terminating the Host's Account or access to the Service in accordance with the provisions of these Terms.

   5. Effect of Termination. Upon expiration or termination of the Agreement for any reason, Host and Users will be unable to further use the Service. Following termination, we will have no obligation to maintain or provide any Host Data and will thereafter, unless legally prohibited, delete all Host Data in our systems or otherwise in our possession or under our control.

   6. Survival. Those individual provisions that by their nature should survive in order to effectuate the purpose of these Terms shall survive any termination of this Agreement.

5. Proprietary Rights.

   1. Service. The Company owns all rights, title and interest in and to the Service, the Content contained in the Service, all modifications, enhancements and derivative works of the foregoing, and all associated intellectual property and other proprietary rights in and to the Service. No license or other interest in any intellectual property right or other proprietary interest not expressly granted under the Agreement is granted to Host or any other entity hereunder.

   2. Data. All Host Data and all ownership, right, title and interest in and to the Host Data, including without limitation, all associated intellectual property and other proprietary rights, belong to the Host. Host grants Company the right to use the Host Data solely in delivery of the Service. The Company may use Host Data in an aggregated, anonymized form for blog posts and other purposes so long as the data cannot be identified as pertaining or linked to the Host.

   3. Submissions. The Company shall own all right, title and interest in and to any suggestions, ideas, feedback or other recommendations provided by Host or a User relating to the Service ("Submissions") and Host agrees to and hereby assigns such Submissions to the Company without compensation of any type.

6. Data Privacy.

   1. Privacy Policy. Upon registration with the Service, Host and its Users will be asked to provide personally identifiable information. Please review our Privacy Policy to understand the types of information we collect and how it is used.

   2. Privacy Laws. Host agrees to comply with all applicable data protection and privacy laws and regulations in connection with Host's and its Users' use of the Service.

7. Warranties.

   1. CarSync Warranty. CarSync shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner that minimizes errors and interruptions in the Service. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond our reasonable control. We do not warrant that the Service will be uninterrupted or error free; nor do we make any warranty as to the results that may be obtained from use of the Service. Our warranty obligations are expressly subject to the Service being used in accordance with this Agreement and any other instructions subsequently provided by us.

   2. Host Warranty. You represent and warrant that you have full and sufficient rights to use and to disclose to us any and all Host Data or other materials and information that you provide (or direct to be provided) to us.

   3. Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 7, THE SERVICE IS PROVIDED "AS IS" AND WE AND OUR LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS OR SUFFICIENCY FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.

8. Indemnity and Liability.

   1. Claims Against Company. Host will indemnify and hold harmless the Company from and against any damages, losses, costs, and expenses, including attorney's fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from (a) any use of a Service by Host or User other than as permitted in this Agreement, or (b) allegations that our use of Host materials, data and information as permitted in this Agreement violates, infringes or misappropriates any third party's proprietary rights, including intellectual property or data privacy rights, or (c ) any claims made by Guests against Company. Host shall have control of the defense and settlement of a claim. We shall notify Host promptly in writing of the claim and give Host all authority, information, and assistance necessary to settle or defend such claim. Notwithstanding anything to the contrary, in no event shall Host have any authority to agree to any financial or other liability of the Company without our prior written consent. We may participate in the defense of any claims with counsel of its own choosing.

   2. Host Caused Damages. Host shall be liable for damages it causes to the Service or the Company, including but not limited to (i) introduction of viruses, malware, ransomware or other malicious code into the Service, (ii) use of Service for illegal purposes, (iii) provision of Host Data without obtaining consents from data subjects

9. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (a) NEITHER COMPANY NOR ITS LICENSORS, SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT, CONTENT AND TECHNOLOGY SUPPLIERS), AND THEIR RESPECTIVE OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE LIABLE TO HOST FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, SAVINGS OR REVENUE OR OTHER COMMERCIAL INJURY, OR THE USE OR INABILITY TO USE THE SERVICE AND/OR ANY OUTPUT THEREOF, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, IN ANY WAY ARISING OUT OF PROVISION OF THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY; AND (B) COMPANY 'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED ONE-HUNDRED DOLLARS ($100.00). NEITHER COMPANY NOR ITS LICENSORS AND SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY MATTER BEYOND COMPANY 'S REASONABLE CONTROL; OR (C) FOR ANY COMBINATION, OPERATION OR USE OF A SERVICE WITH TECHNOLOGY OR DATA NOT SUPPLIED BY COMPANY FOR OTHER THAN THE INTENDED PURPOSE, OR ARISING FROM ANY NON- CARSYNC MODIFICATIONS OF A SERVICE OR REPORT, IF THE CLAIM WOULD NOT HAVE ARISEN WITHOUT SUCH MODIFICATION.

CARSYNC DISCLAIMS ALL LIABILITY RELATING TO TRANSACTIONS BETWEEN HOST AND ITS GUESTS, INCLUDING CANCELLATIONS OF VEHICLE RESERVATIONS, DISSATISFACTION OF GUESTS WITH THEIR RENTAL, ACCIDENTS INVOLVING HOST VEHICLES, AND INJURIES LOSSES SUFFERED BY GUESTS, OR ACTIONS OR OMISSIONS OF GUESTS.

10. Third Party Content.

    1. Proprietary Rights. Host acknowledges that the Service may contain or link to copyrighted and proprietary content, information and materials obtained under license from third parties and/or monitored by Company ("Third-Party Content"). The providers of the Third-Party Content retain ownership of all proprietary rights in and to the Third-Party Content, including without limitation all intellectual property rights. Third-Party Content available through the Service is provided "AS IS" without warranty of any kind. Company disclaims all representations, warranties and conditions with respect to Third-Party Content, expressed or implied, including without limitation any warranties of title or noninfringement and any implied warranties of merchantability, fitness or sufficiency for a particular purpose, or arising from the course of dealing between the parties or usage of trade. Company takes no responsibility and assumes no liability for the use of Third-Party Content provided through the Service.

11. Miscellaneous

    1. Independent Contractors. The relationship of the parties is that of independent contractors and nothing contained in this Agreement shall be construed to make either party an agent, partner, joint venturer, or representative of the other for any purpose. Neither party may bind the other party in any way.

    2. No Third-Party Beneficiaries. This Agreement is made solely and specifically between and for the benefit of Company and Host, and except as expressly provided herein no other person or entity shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

    3. Force Majeure. Non-performance of either party shall be excused to the extent that performance is rendered impossible or commercially impracticable by any reason where failure to perform is beyond the reasonable control of the non-performing party.

    4. Assignment. Host may not assign this Agreement, in whole or in part, without Company's written consent. This Agreement shall inure to the benefit of and be binding on the parties and their respective successors and permitted assigns.

    5. Governing Law; Jurisdiction. The rights of the parties hereunder shall be governed by the laws of the State of California, without giving effect to its principles of conflicts of laws.

    6. Dispute Resolution. If a dispute arises out of or relates to this Agreement, the parties agree to use their good faith best efforts to resolve the dispute as quickly as possible through negotiation, including if necessary, meetings between the parties. If the parties have not resolved the dispute within thirty (30) days after the initial meeting to resolve the dispute, then the parties agree first to try in good faith to resolve the dispute through mediation administered by the American Arbitration Association under its Commercial Mediation Procedures, in San Francisco, California, and to share the cost of mediation equally. If the parties cannot resolve the dispute through mediation, then the parties agree to binding arbitration before a single arbitrator who is a retired judge experienced in commercial disputes of the nature of the parties' claims through arbitration administered by the American Arbitration Association under its Commercial Arbitration Procedures in San Francisco, California. Each party acknowledges that this provision constitutes a material inducement upon which the other party has relied in entering into this Agreement.

    7. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be stricken from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

    8. Entire Agreement. This Agreement, including the applicable Registration Form(s) and all agreements referenced therein, constitutes the entire agreement between the parties with respect to its subject matter and replaces any prior understandings, written or oral. No terms, provisions or conditions of any purchase order, invoice or other business form or written authorization used by Host will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement regardless of any failure of Company to object to such terms, provisions or conditions, even if such document is signed by the parties.

    9. Amendment; Waiver. We may modify or update these terms and conditions from time to time without notice, in which case, the "Last Updated" date at the top of this page will be revised. Host should review these Terms periodically for changes. Host's continued use of the Service after any such change constitutes Host's acceptance of the revised Terms. No term of this Agreement may be waived except by a written instrument signed by the party against whom the waiver is enforced. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

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