The Services are for dealers and manufacturers and the authorized staff, employees, representatives and agents of dealers and manufacturers as well as for end users and customers including those who interact with any of the foregoing persons by email, text or chat communications in the course of using the Services.
Depending on the product selected the Services may include any of the following:
- Web-based first responder tool for triaging incoming internet leads;
- Dealer branded email response templates, and the ability to Attach/Embed corporate and/or dealer ‘clippings’;
- Standard access to web-based service via desktop/laptop PC, with the capability for mobile access via smartphone;
- An administration module which provides detailed, ‘dashboard’ style response metrics;
- The ability to provide an after-hours auto response;
- Chat software for digitally engaging internet leads who request this method of communication; and
- Real-time two-way conversation between an online shopper and an online dealership.
ARTICLE ONE – LICENSE
1.04 Passwords. To use certain features of the Services, you may also need a username and password which you will receive through the Services registration process. You are responsible for maintaining the confidentiality of the password and account. You agree to notify RAPID RTC immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. RAPID RTC cannot and will not be liable for any loss or damage arising from RAPID RTC’s failure or your failure to protect your password or account information. Furthermore, you may be liable for any and all damages suffered by RAPID RTC relating to your failure to protect your password including but not limited to, business loss due to a competitor of RAPID RTC accessing the Services.
1.05 Limited Licenses. RAPID RTC grants the User no other license or grant, whatsoever, by estoppel, implication or otherwise, except for licenses and rights expressly granted in this Article One.
ARTICLE TWO – USE OF SERVICES AND ACCESS TO CONFIDENTIAL INFORMATION
2.02 Use of Services for Intended Purpose Only. The User shall use the Services and Content for its intended purpose only. The User will ensure that the Services and Content is not copied in whole or in part for any purpose or sold, rented or loaned to anyone who is not a User. The User shall take all reasonable steps to prohibit the reverse engineering, disassembly, or modification of the RAPID RTC Services or Content and its parts by Users, third parties, or others, and agrees to be held liable for damages suffered by RAPID RTC where the act or omission of the User has permitted the reverse engineering, disassembly, or modification of the RAPID RTC Services and Content or its parts by Users, third parties, or others. The User shall not attempt to discover the Code or structural framework of the RAPID RTC Services or Content, or create similar or derivative works based on the RAPID RTC Services or Content.
2.03 Submissions. Notwithstanding the foregoing or anything to the contrary otherwise contained herein, the User acknowledges that it may send email (post email messages), engage in digital chat (post chat messages), post content to interact with other users and to upload files, documents or other materials (a “Submission”). When using any of the features of the Services which allow the Licensee to interact, post, upload or make a Submission, it is a condition of the User so doing that the User observe the rules of netiquette and that in no event shall it: (i) restrict or inhibit any other user from using and enjoying the Services, interfere or attempt to interfere with the proper workings of the Services or do anything which in the sole discretion of RAPID RTC imposes an unreasonable or disproportionately large load on the infrastructure by which the Services are accessed; (ii) post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any Submission constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any local, provincial, national or international statute, law or regulation; (iii) post or transmit any Submission, including, without limitation, articles, images, stories, software or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark, or other proprietary rights herein, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder; (iv) post or transmit any Submission that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of 18 in a sexual or violent manner, provides instructional information about illegal activities; (v) post or submit any Submission which solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (vi) post or transmit any Submission which contains a virus or other harmful component, or provides or creates computer viruses; (vii) post or transmit junk mail, chain letters, unsolicited mass mailing or spam; or (viii) use the Services for posting, uploading or transmitting any Submission which involve contests, sweepstakes, barter, advertising, and/or pyramid schemes. The User acknowledges and agrees that he or it is entirely responsible for all Submissions and the content thereof that the User uploads, posts, or otherwise transmits using the Services. Further, the User acknowledges that he or it may be exposed to Content that he or it finds offensive, indecent or objectionable notwithstanding the foregoing. Under no circumstances shall RAPID RTC be responsible or liable for the content of the Submissions or for any loss or damage of any kind incurred as a result thereof.
Further, communications or Submissions among Users by making use of the Services, including, without limitation, payments, delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between such Users. RAPID RTC is not responsible or liable for any loss or damage of any kind incurred as a result of any such dealings.
Finally, and notwithstanding anything to the contrary otherwise contained herein, by posting or uploading a Submission through the Services, the User grants RAPID RTC a royalty-free perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to: (i) use, reproduce, store, adapt, translate, modify, make derivative works from, transmit, distribute, publicly perform or display such Submission for any purpose; and (ii) to sublicense to third parties the unrestricted right to exercise any of the foregoing rights. In addition to the grant of the above license, the User hereby (i) agrees to waive all moral rights in any Submission in favour of RAPID RTC; (ii) consents to his or its personal information, including without limitation, name, address, phone number and email appearing as the contributor of any Submission, where applicable, and to the disclosure and/or display of such information and any other information which appears in or is associated with a Submission; (iii) acknowledges and agrees that RAPID RTC is not responsible for any loss, damage, or corruption that may occur to any Submission; and (iv) acknowledges and agrees that any Submission the Licensee provides using the Services will be considered non-confidential.
2.05 Industry Analysis. RAPID RTC reserves the non-expiring right to use the textual and numerical statistical portion of all data in RAPID RTC Services and Content at any time to conduct analysis for industry trends as long as the data is not singularly isolated and labeled as the User’s data. In the event that the User’s data is identified as a contributing statistical source, a minimum of two additional sources of data will be combined in the analysis so the User’s data remains unknown.
ARTICLE THREE – PROPERTY RIGHTS
3.01 Ownership. The User agrees that ownership of the Services and Content including all copyrights, patent rights, trade-marks, trade secrets or other intellectual property rights in them shall be and remain the property of RAPID RTC and are protected under Canadian and foreign intellectual property or other laws. You shall abide by any and all trade-mark and copyright notices, patent protections, information and restrictions on or contained in any of the content accessed through the Services. ANY USE, REPRODUCTION, ALTERATION, MODIFICATION, PUBLIC PERFORMANCE OR DISPLAY, UPLOADING OR POSTING ONTO THE INTERNET, TRANSMISSION, REDISTRIBUTION OR OTHER EXPLOITATION OF THE SERVICES OR OF ANY CONTENT, WHETHER IN WHOLE OR IN PART, OTHER THAN EXPRESSLY SET OUT HEREIN, IS PROHIBITED WITHOUT THE EXPRESS WRITTEN PERMISSION OF RAPID RTC PROVIDED IN ADVANCE.
(i) use, reproduce, modify, adapt, translate, upload, download or transmit any aspect of the Services or Content in whole or in part to any third party without first obtaining consent of RAPID RTC to be evidenced by an executed agreement in writing;
(ii) sell, lend, pledge, rent, lease, license, transfer, convey or otherwise provide access to the Content or Services to any third party without first obtaining consent of RAPID RTC to be evidenced by an executed agreement in writing;
(iii) alter, remove or cover any trademarks, proprietary or confidential notices included in the Content or Services; and/or
(iv) decompile, disassemble, decrypt, extract or reverse engineer the Content or Services, or assist or permit others in doing so.
Nothing contained in the Content or Services shall be construed as granting you any right, title, interest or other license in, including, but not limited to, any intellectual property rights in any Content or Services, including software that is embedded or integrated into the Services.
3.02 Third-party Trademarks. Names, words, titles, phrases, logos, designs, graphics, icons and trademarks displayed on the Services may constitute registered or unregistered trademarks of third parties. While certain trademarks of third parties may be used by RAPID RTC under license, such use should not be taken to imply any relationship of license between RAPID RTC and the owner of said trademark or to imply that RAPID RTC endorses the wares, services or business of the owner of said trademark.
ARTICLE FOUR –REPRESENTATIONS, WARRANTIES, DISCLAIMERS AND LIABILITY
4.01 Limited Warranty. RAPID RTC does not warrant that the Services will be free from defects, viruses or other functional deficiencies or harmful components, that the operation of the Services will be uninterrupted or error free, that any defects or errors in the Services will be corrected, or that communications to or from the Services will be secure and not intercepted or incorrectly forwarded or distributed. While RAPID RTC will take reasonable measures to ensure that User data is stored safely and backed up, RAPID RTC is not responsible for lost or corrupted data files. BY USING THESE SERVICES YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND THE CONTENT IS ENTIRELY AT YOUR OWN RISK.
The Services may contain links to third-party websites. Such links are provided solely as a convenience to you and not as an endorsement by RAPID RTC of the contents of such third-party websites. Further, RAPID RTC is NOT responsible for the content of any third-party websites including, without limitation, (i) any representation or warranty regarding the legality, accuracy, reliability, completeness, timeliness, suitability of any content on any third-party websites; (ii) any representation or warranty regarding the merchantability or fitness for a particular purpose of any material, content, software, goods or services located at or made available through such third-party websites; or (iii) any representation or warranty that the operation of the third-party websites will be uninterrupted or error free, that defects or errors in such third-party websites will be corrected or that such third-party websites will be free from viruses or other harmful components.
4.02 Internet and Equipment. Since the User’s computer equipment and the general reliability and performance of the Internet is outside the control of RAPID RTC, RAPID RTC does not warrant User performance will achieve expected or implied levels.
4.03 Security. The information sent or received over the Internet, including, without limitation, email, digital chat, the posting of content and any other Submission is generally unsecure and RAPID RTC does not make any representation or warranty concerning the security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information. RAPID RTC does not warrant that communications or Submissions to or from a Website or using the Services will be secure, free from interception or correctly forwarded or distributed.
4.05 LIMITATION OF LIABILITY.
(c) IN NO EVENT SHALL RAPID RTC, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM THE FAILURE OF RAPID RTC OR YOUR FAILURE TO PROTECT YOUR PASSWORD OR ACCOUNT INFORMATION.
(d) RAPID RTC DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD-PARTY USER OF THE SERVICES OR ANY ADVERTISER OR SPONSOR OF THE SERVICES (“THIRD-PARTY USER”). UNDER NO CIRCUMSTANCES SHALL RAPID RTC AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY INJURY, LOSS, DAMAGE (INCLUDING SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) OR EXPENSE ARISING IN ANY MANNER WHATSOEVER FROM THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD-PARTY USER.
(e) YOU HEREBY RELEASE RAPID RTC AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY DAMAGES THAT YOU INCUR, AND AGREE NOT TO ASSERT ANY CLAIMS AGAINST THEM, ARISING FROM YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SERVICES OR BY A THIRD PARTY THROUGH THE SERVICES.
ARTICLE FIVE – TERM AND TERMINATION
ARTICLE SIX – MAINTENANCE
6.01 Maintenance Outages. RAPID RTC reserves the right, as reasonably necessary or convenient, either for RAPID RTC’s own purposes or to improve the quality of any of the components comprising the Services and Content which are the subject of this license, to change rules of operation for the technologies therein comprised, system interfaces, utilities, operating and other systems and software, and to implement enhancements, amendments or updates thereto. To minimize the effect of service outages on the User, RAPID RTC will schedule times during which the Services will be unavailable to Users due to RAPID RTC maintenance.
ARTICLE SEVEN – MISCELLANEOUS
7.05 Modification and Waiver. No modification to the Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.
7.07 Notice Provision. Any such notices contemplated herein shall be delivered electronically to the email address provided upon order or registration. Should a User wish to change his or its email address on an email account the User is responsible for notifying RAPID RTC. Otherwise, RAPID RTC’s obligation to notify a User is to send the notification to the email account on file, even if RAPID RTC should have notice that the email account is inactive or closed. In this regard, any notice given by RAPID RTC to a subject dealer or manufacturer shall be in turn provided by such dealer or manufacturer to the Representatives of such dealer or manufacturer. Accordingly, notice given by RAPID RTC to a subject dealer or manufacturer shall be deemed notice to such person’s Representatives.