Reservation of Rights: You acknowledge and agree that the Apps are provided under license, and not sold, to you. By downloading, installing, or otherwise accessing the Online Services, you do not acquire any ownership interest in the Online Services, or any other rights thereto other than to use the Online Services in accordance with the license granted, and subject to these Terms. ElectraMeccanica and its licensors and service providers reserve and retain their entire right, title, and interest in and to the Online Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
Access and Representations of Use: The Online Services may not be accessible for use in all locations. If you are using the Online Services on behalf of your employer, you represent that your employer has authorized you to accept these Terms on your employer’s behalf. You also represent that your employer agrees to indemnify you and ElectraMeccanica for a violation of these Terms. You further represent that you are at least 18 years old. If you are not at least 18 years old, you must discontinue your use of the Online Services immediately.
Warranties: ElectraMeccanica provides the materials on the Online Services “as is.” ElectraMeccanica makes no warranties, expressed or implied, and disclaims all warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement. ElectraMeccanica does not warrant or make any representations concerning the accuracy, results, or reliability of the use of the materials on the Online Services. ElectraMeccanica has no responsibility for any harm to your computer system or mobile device, loss or corruption of data, or other harm that results from your access to or use of the Online Services.
Assumption of Risk: You acknowledge and agree that you should not rely on the Online Services for any reason. You further acknowledge that you are solely responsible for maintaining and protecting all of your data and information, even if it is stored, created, retrieved, or otherwise processed by the Online Services. You acknowledge that ElectraMeccanica makes no representation that (a) the Online Services will be uninterrupted, secure, or error-free; (b) the results obtained from use of the Online Services will be accurate or reliable; or (c) any errors on the Online Services will be corrected. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM USING THE ONLINE SERVICES, INCLUDING ANY DAMAGES OR LOSS OF INFORMATION RESULTING FROM COMPUTER VIRUSES.
Limitation of Liability and Actions: IN NO EVENT SHALL ELECTRAMECCANICA, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR LOSS OF USE OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ONLINE SERVICES OR THESE TERMS, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE. Some states do not allow the exclusion of certain damages, so the above may not apply to you. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law. Any claim or cause of action arising out of or related to your use of the Online Services must be filed within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be forever barred.
Indemnity: You agree to indemnify and hold ElectraMeccanica and its officers, directors, agents, licensors, suppliers, other partners, employees, and representatives harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Online Services, your violation of the Terms, or your violation of any rights of another.
Your Conduct: By downloading and/or using the Online Services, you agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Online Services. You also agree not to interfere with the servers or networks connected to the Online Services or to violate any of the procedures, policies, or regulations of networks connected to the Online Services, the terms of which are incorporated herein. You also agree not to: (1) impersonate any other person while using the Online Services; (2) conduct yourself in a vulgar, offensive, harassing, or objectionable manner while using the Online Services; (3) use the Online Services for any unlawful purpose; or (4) resell or export the software associated with the Online Services. ElectraMeccanica does not promote, recommend, or condone use of the Online Services during certain activities, such as automobile driving, where there is a significant risk of accident. You agree not to use the Online Services during such activities.
Cautious Driving: You acknowledge that while the Online Services are accessible from mobile devices, reviewing any information on a mobile device while driving is dangerous and carries with it an inherent risk. You agree to always drive carefully and in accordance with traffic laws. Further, you agree that you will not check the Online Services for updates or send any information while operating a motor vehicle.
Revisions and Errors: The materials appearing on the Online Services may include technical, typographical, or photographic errors. ElectraMeccanica does not warrant that any of the materials on the Online Services or in any marketing materials are accurate, complete, or current. ElectraMeccanica may make changes to the materials contained on the Online Services or in its marketing materials any time without notice. ElectraMeccanica does not make any commitment to update any of these materials.
Links: ElectraMeccanica has not reviewed all links that may be posted on the Website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by ElectraMeccanica of the third-party site or endorsement of the Online Services by the third-party link. Use of any such linked website is at the user’s own risk.
Your Information and Privacy: By using the Online Services, you may submit your personal information as set forth in the ElectraMeccanica Privacy Notice (the “Privacy Notice”), accessible here, the terms of which are incorporated into these Terms. Subject to the terms of the Privacy Notice, we may need your permission to do certain things that you ask us to do with your information, for example, storing your Personal Information on our servers for access by the Online Services. You agree that we need to do those things for the purposes set forth in the Privacy Notice, and you give us permission to do so. You agree that you are solely responsible for the content you submit to the Online Services. For example, it is your responsibility to ensure that you have the rights or permission needed to comply with these Terms. If any of the content that you use in connection with the Online Services is the protected intellectual property of others, you are responsible and liable for how you use that content. As part of using the Online Services, you acknowledge that ElectraMeccanica may collect or otherwise have access to information that you provide to any third-party service that you choose to connect to the Online Services, if you choose to initiate such a connection. ElectraMeccanica will not use any of the Personal Information obtained from any such third-party service for any purpose other than to provide you with the GoGrow services.
Electronic Communications: By downloading and/or using the Online Services, you consent to receive electronic communications and notices from ElectraMeccanica. You agree that any notice, agreement, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Account Security: If you setup an account using the Online Services, you are responsible for safeguarding the password that you use to access the Online Services, and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify ElectraMeccanica of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of information to ElectraMeccanica, it is your responsibility to use a secure encrypted connection to communicate with the Online Services.
Intellectual Property Rights: ElectraMeccanica and/or its licensors are the sole owners of the Online Services and the ElectraMeccanica services, which include any software, method of doing business, domains, and content made available through the Online Services. Except as expressly authorized by ElectraMeccanica, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of any content of the Online Services. Additionally, you must not modify, decompile, or reverse engineer any of the Apps, and you must not remove or modify any copyright notice, trademark notice, or other notice of ownership.
Trademarks: “ElectraMeccanica Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans, or other designation that ElectraMeccanica uses in connection with its products and services. You may not remove, use, or alter any ElectraMeccanica Trademarks without ElectraMeccanica’s prior written consent. You acknowledge ElectraMeccanica’s rights in the ElectraMeccanica Trademarks and agree that any use of the ElectraMeccanica Trademarks by you will inure to ElectraMeccanica’s sole benefit. You agree not to incorporate any ElectraMeccanica Trademarks into your trademarks, service marks, company names, web addresses, domain names, or any other similar designations, for use on or in connection with any products, services, or technologies. All other trademarks not owned by ElectraMeccanica that appear in connection with the Online Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ElectraMeccanica.
No License: Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights. Permission is granted to display, use, and download the Apps and to use the Online Services provided that: (a) any applicable copyright notice remains on the content; (b) such content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (c) no modifications are made to such content. This permission terminates automatically without notice if you breach any of the Terms.
Termination: We reserve the right to suspend or end the Online Services or support for the Online Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or if you use the Online Services in any way that would cause us legal liability or disrupt others’ use of the Online Services. If we suspend or terminate your use, we will try to let you know in advance, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend your access immediately.
Force Majeure: ElectraMeccanica will not be liable for any failure or delay in the performance of its obligations caused by events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, epidemics or pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers. Upon the occurrence of any such event, ElectraMeccanica will be excused from any further performance of its obligations affected by the event for so long as the event continues.
Merger: These Terms contain your entire agreement with ElectraMeccanica with respect to the contents of the Terms. These Terms supersede all prior agreements between you and ElectraMeccanica with respect to such Terms.
Modifications: Any modifications to these Terms may be made by ElectraMeccanica and will be posted on the Website. Such modifications shall become effective and binding upon you as of the date they are posted.
Choice of Law and Arbitration: Any claim relating these Terms or Online Services will be governed by the laws of the State of Michigan without regard to its conflict of law provisions. Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether preexisting, present, or future, and including statutory, common law, intentional tort, and equitable claims) between you and ElectraMeccanica, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, “ElectraMeccanica”) arising from or relating to these Terms, their interpretation or breach, termination or validity, the relationships which result from these Terms (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to these Terms), the Online Services, ElectraMeccanica’s advertising, or any related transaction shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association, JAMS (formerly Judicial Arbitration and Mediation Services), or the National Arbitration Forum, in accordance with their applicable rules, or any other established alternative dispute resolution provider mutually agreed upon by the Parties. The arbitration will be limited solely to the dispute between you and ElectraMeccanica. Neither you nor ElectraMeccanica shall be entitled to join or consolidate claims by or against other customers or arbitrate any claim as a representative or class action or in a privacy attorney general capacity. Any award of the arbitrator shall be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall pay its own costs and attorney fees. However, if any party prevails on a statutory claim that affords the prevailing party attorney fees, or if there is a written agreement providing for fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
Severability: If a provision of the Terms is found to be unenforceable, that provision will be rewritten to reflect ElectraMeccanica’s intention. All remaining provisions of the Terms will remain in effect.
Remedies: The rights and remedies reserved to ElectraMeccanica under these Terms are cumulative with, and in addition to, all other remedies provided in law or equity.
No Waiver: The failure of ElectraMeccanica any time to require your performance of any provision of these Terms will not affect the right to require such performance at any later time. A waiver by ElectraMeccanica of a breach of any provision of these Terms will not constitute a waiver of any succeeding breach of the same or any other provision. No course of dealing or course of performance may be used to evidence a waiver or limitation of your obligations under these Terms.
Export Laws: The Online Services may be subject to U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, must: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use the Online Services to design, develop, or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide the Online Services to prohibited countries and entities identified in the U.S. export regulations.
Survival: The rights and obligations under the Terms that, by their nature, should survive any termination of your use of the Online Services will remain in full effect after termination or expiration of such use.