Terms & Conditions

Service Terms & Conditions

  1. SERVICES. Advance e-Service Solutions, Inc., through itself or its affiliate(s) (collectively, “Advance”), will provide you("Client") with the products and services, including updates from time to time, to which Client has elected to subscribe pursuant to this Enrollment Form (the “Services”) during the term of the Agreement. Advance shall have the right, in its sole discretion, to change or modify all or any of the Services from time to time during the term of this Agreement. Further, Advance shall have the right, in its sole discretion, to discontinue all or any of the Services during the term of this Agreement; in the event of such termination, Advance shall refund Client Fees for any prepaid Services, pro rated as of the date the Service was discontinued. Upon termination of the Services, for any reason whatsoever, Client must immediately discontinue the use of the Services and promptly return all accompanying business materials and the website and its content will be removed.
 
  1. ADVANCE LICENSE. Advance grants Client a limited, non-exclusive, non-transferable license during the term of this Agreement (the “License”) for Client personnel (collectively, “End Users”) to use the Services solely in connection with the provision of Client’s automobile repair shop services.
 
  1. FEES AND PAYMENT TERMS. All fees and estimated charges, including, without limitation, subscription fee (collectively, “Fees”) are due as incurred, even if not invoiced. Client is responsible for any sales, use or other transaction based taxes arising from this Agreement. Invoices are due upon receipt and considered late after thirty (30) days from the invoice dat Client must pay all invoice amounts without offset. Interest at a rate equal to one and one-half (1.5%) percent per month or any portion thereof or such lower rate as may be the maximum rate permitted under applicable law will be applied to any payments during the period between the date such payments first become late and the date such payments are actually paid to Advance. For month to month Service subscriptions, Advance reserves the right to change the Fees and payment terms for Services during the term of this Agreement upon a minimum of thirty (30) days advance written notice. Except for the customization expressly specified in this Agreement, no programming updates or enhancements of the Services are provided as part of these fees.
 
  1. INDEMNIFICATION. Client shall indemnify, defend, and hold harmless Advance and its affiliates and each of their respective officers, directors, managers, employees and agents against all third party claims, suits, actions, proceedings, damages, losses, liabilities, costs and expenses (including all reasonable attorneys’ fees and court costs) arising from or in connection with or relating to:; (a) Client’s breach of any of its obligations or representations or warranties under this Agreement; and (b) any claim arising out of or relating to Client’s use of the Services outside the scope of this Agreement Advance will promptly notify Client in writing of all such claims and will endeavor to accommodate Client’s reasonable requests for cooperation and information.
 
  1. DISCLAIMER OF WARRANTIES. Advance does not represent, warrant or make any commitment: (i) that any of the Services will meet Client’s requirements that the operation of any of the Services will be uninterrupted or error free; (iii) that Advance will be able to fully resolve any particular request for Support or that such resolution will meet Licensee’s requirements or expectations; or (iv) regarding future functionality or features of any of the Services.
  THE LIMITED EXPRESS WARRANTIES STATED IN SECTION 6 OF THIS AGREEMENT SET FORTH THE ONLY REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES.  EXCEPT FOR THE LIMITED EXPRESS WARRANTIES STATED IN SECTION 6 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS", AND ADVANCE AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED (BY STATUTE, COMMON LAW OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, AS TO THEIR ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF ADVANCE HAS BEEN INFORMED OF SUCH PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.  ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SERVICES, INCLUDING, WITHOUT LIMITATION, THEIR FEATURES OR FUNCTIONALITY, IN ANY COMMUNICATION WITH CLIENT ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION OR CONDITION. CERTAIN INFORMATION MADE AVAILABLE TO CLIENT THROUGH THE SERVICES IS PROVIDED BY ADVANCE’S THIRD-PARTY SUPPLIERS AND LICENSORS AND IS NOT VERIFIED BY ADVANCE. ADVANCE MAKES NO REPRESENTATIONS, WARRANTIES OR COMMITMENTS CONCERNING THE ACCURACY OR COMPLETENESS OF ANY THIRD-PARTY INFORMATION MADE AVAILABLE THROUGH THE SERVICE, AND CLIENT RELIES ON SUCH INFORMATION AT CLIENT’S SOLE AND ABSOLUTE RISK. CERTAIN FEATURES OR FUNCTIONS INCLUDED IN THE SERVICES ARE PROVIDED SOLELY FOR CLIENT’S CONVENIENCE, SUCH AS, BY WAY OF ILLUSTRATION AND NOT LIMITATION, FUNCTIONS INTENDED TO FACILITATE THE CALCULATION OF STATE AND LOCAL SALES TAXES OR USE TAXES. ADVANCE MAKES NO REPRESENTATIONS, WARRANTIES OR COMMITMENTS CONCERNING THE ACCURACY OR RESULTS OF ANY SUCH FEATURES OR FUNCTIONS. CLIENT IS SOLELY RESPONSIBLE FOR COMPLYING WITH ALL LAWS AND REGULATIONS APPLICABLE TO CLIENT’S BUSINESS, INCLUDING, WITHOUT LIMITATION, CORRECTLY CALCULATING AND REMITTING APPLICABLE STATE AND LOCAL SALES AND USE TAXES.  
  1.  LIMITATION OF LIABILITY. IN NO EVENT SHALL ADVANCE OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE LOSS, DAMAGE, OR EXPENSE (INCLUDING LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMEN THE LIMIT OF ADVANCE’S OR ITS AFFILIATES’ OR LICENSORS’ LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE, OR OTHERWISE) FOR ANY AND ALL LEGAL CLAIMS RELATED TO THIS AGREEMENT SHALL NOT, IN THE AGGREGATE, EXCEED THE AMOUNT PAID BY CLIENT TO ADVANCE UNDER THIS AGREEMENT DURING THE CALENDAR YEAR IMMEDIATELY PRECEDING THE YEAR IN WHICH CLAIM AROSE.
 
  1.  WAIVER. Failure on the part of either party to complain of any action or non-action of the other party shall not be deemed to be a waiver of any rights under this Agreement. No waiver of any of the provisions of this Agreement shall be deemed to be a waiver of other provisions of this Agreement.
 
  1.  OWNERSHIP OF INTELLECTUAL AND OTHER PROPERTY. Client retains all rights to and exclusive ownership of the Client Data, as exists from time to tim All ideas, inventions, discoveries, concepts, plans, programs, works of authorship and other work conceived and/or developed by Advance or its agents and made available to Client pursuant to this Agreement shall not be deemed “work made for hire” under the applicable copyright laws, and shall be owned, exclusively, by Advance or its agents. Advance and its agents shall retain all rights to and exclusive ownership of their intellectual property, including, without limitation: (i) the service marks “Advance”, “Motoshop", “MotoSkill”, “MotoLogic”, “Motorev”, “DriverSide”, “Vehicle Garage”, and “Ematch”; (ii) patents, trademarks, copyrights, service marks, proprietary systems and other intellectual property. Certain content provided by the Services is licensed to Advance by third parties. Client’s rights to such third-party content are limited by the terms of this Agreement and such rights shall terminate immediately upon termination of this Agreement. In connection with Advance’s or its agent’s licensing agreement of vehicle maintenance schedules from Motor Information Systems, Client shall not and shall not permit others to (i) alter, copy or make such data part of any electronic retrieval system; (ii) create any derivative work from or adaptation of the databases (iii) lease, license, sell or otherwise publish, or distribute in any form or medium all or any part of the databases contained in the Advance Services. Further, Client shall not and shall not permit others to: (i) modify, alter, amend, fix, translate, enhance or copy the Services, software, information or data or make such Services, software, information or data part of any system; (ii) create any derivative work from or adaptation of the Services, software, data or information; (iii) lease, license, sell or otherwise publish, or distribute in any form or medium all or any part of the Services, software, data or information; (iv) reverse engineer, disassemble, decompile, decode or adapt the Services, software, information or data; or (v) remove, delete or alter any trademarks, copyright notices or other intellectual property rights notices of Advance or its content providers, if any, from the Services, software, information or data.
 
  1. TERMINATION FOR BREACH. Advance may terminate this Agreement effective upon delivery of written notice to Client if Client or its End Users breach any term or condition of this Agreement.
 
  1. SURVIVAL. Sections 3, 5, and 7-21 (inclusive) of this Agreement shall survive the termination of this Agreement.
 
  1. GOVERNING LAW. This Agreement will be deemed entered into in Richmond, Virginia. This Agreement and all disputes arising out of or relating to this Agreement will be governed by and interpreted in accordance with substantive laws of the Commonwealth of Virginia, without regards to its conflicts of laws principles. No action (including arbitration), regardless of form, related to the Services may be brought by Client more than one year after the cause of action has accrued.
 
  1. ARBITRATION. ANY AND ALL DISPUTES REGARDLESS OF TYPE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY ARBITRATION AND MAY ONLY PROCEED INDIVIDUALLY AND NOT ON A CLASS OR COLLECTIVE BASIS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION. Nothing in this Section shall be deemed to prohibit Advance’s right at any time to seek injunctive or equitable relief for the failure of Client to perform any covenant or agreement her The forum for the arbitration shall be in Richmond, Virginia. The arbitration shall be administered by the American Arbitration Association (“AAA”), pursuant to its then-current Commercial Arbitration Rules (the “AAA Rules”), as modified by any other provisions that the parties may jointly agree upon in writing. There shall be a single arbitrator, mutually selected by the parties to the dispute, and if such parties are unable to agree upon an arbitrator, AAA shall designate an arbitrator (the “Arbitrator”). The Arbitrator shall be a licensed attorney with at least fifteen years of experience in corporate law and technology contracting matters. If any party brings a claim in a court that is required by this Section to be brought in arbitration, and the other party successfully moves for an order or petition compelling arbitration, the non-prevailing party shall be obligated to pay the prevailing party’s costs and attorney fees in connection with securing such order or petition. The Arbitrator’s decision shall be final and binding on the parties hereto and may be entered in any court of competent jurisdiction. In the event of arbitration, the fees and expenses of the Arbitrator shall be shared equally by the parties. Except as otherwise provided by law, the parties and the arbitrator shall maintain as confidential the existence of the dispute and arbitration and all information and documents associated therewith including the resolution of the dispute.
 
  1. NOTICE. Any notice given under this Agreement must be in writing and will be effective when delivered by hand or other receipted delivery service, or three (3) business days after such notice is mailed by certified mail, return receipt requested, to the address first stated in this Agreement or such other address as provided by a party to the other under this Agreement.
 
  1. ASSIGNMENT. Advance may delegate any of its obligations under this Agreement. Client may not assign or transfer any rights or obligations under this Agreement without prior written consent, except that Client may assign this Agreement in its entirety to its successor in the event of a merger, corporate reorganization or a sale of all or substantially all of its asset Any attempt by Client to assign this Agreement in violation of this Section shall be null and void.
 
  1. SEVERABILITY. If any clause or provision of this Agreement is illegal, invalid or unenforceable under applicable present or future laws effective during the term of this Agreement, the remainder of this Agreement shall not be affected.
 
  1. AUTHORITY. The parties represent and warrant that each has the full and exclusive right and authority to enter into this Agreement, and that all necessary corporate or other action have been taken to make this a fully binding and enforceable contract between the part
 
  1. BILLING. After the first approval of your credit card for Service (the “Payment Date”), all future credit card processing for recurring billing will take place on the monthly anniversary of the Payment Date (if such anniversary is on a weekend or holiday, your card may be charged on the next business day). If there is a "decline" on your card, we will try 3 times on successive days to process the charge. After 3 attempts, if the card is still declined, your account will be automatically canceled and your Service suspended. Any cancellations or changes to your account must be made prior to 6 PM Eastern Time on the 15th day of the month. No refunds for service or exchange fees will be given for partial month use of our service if the month end cancellation is missed. Refunds will not be given for cancellation or modifications to any Yearly or Quarterly discounted packages.
 
  1. ENTIRE AGREEMENT. These Service Terms and Conditions, the “Agreement”, along with the Enrollment Form(s), constitute(s) the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between Advance, its designees, and Client with respect to such subject matter. Client acknowledges and agrees that in entering into this Agreement, Client did not rely on any representations or warranties other than as expressly set forth herein. This Agreement may not be modified in any way unless by a written instrument signed by Advance, and Client. In case of conflict between this Agreement and any Enrollment Form signed by Client, this Agreement prevails.
  Additional Terms for MotoREV Service: The following Terms shall be binding on Customers enrolling in the MotoREV Reminders and/or MotoREV Reputation Services, whether individually or in combination with any other Service; provider, however, that these additional Terms only apply to the delivery of the MotoREV Service.      
  1. DATA, USAGE. Client authorizes Advance or its agent (i) to access Client’s records, including, without limitation, customer records and vehicle service history transactions from Client’s Point-of-sale (POS) and (ii) from time to time to extract, copy and use its Client records and End User and other information (“Client Data”). If Advance or its agent are not able to access Client’s POS, Client agrees to provide Client Data to Advance or its designee via FTP or other mutually agreeable format and/or method. Advance acknowledges the Client Data is the sole property of Client. CLIENT HEREBY CONSENTS TO AND GRANTS ADVANCE AND ITS DESIGNEE A LICENSE TO USE, COPY AND ADAPT CLIENT DATA ONLY IN ORDER TO PROVIDE THE SERVICES.
 
  1. CLIENT REPRESENTATIONS. Client represents and warrants that: (a)the Client Data has been lawfully collected from its customers and compiled pursuant to a notice that advised customers that their personal data was being collected; (b) that the Client has the full right and authority to deliver the Client Data to Advance or its designee; and (c) that each customer record in the Client Data is an actual customer of Client and not just a prospective customer.
 
  1. REPRESENTATIONS. Advance and its designee represent that: (a) if Client has selected the Ematch Service, all Ematch email addresses are obtained from services which represent that they are operating in compliance with applicable rules and regulations; (b) Advance or its designees hold all licenses, permits, intellectual property rights or other authorizations which are necessary for the provision of the Services to Client.
 
  1. USE OF EMATCH EMAILS. Client represents and warrants that the customer Ematch email addresses shall only be used by the Client. Client shall use such data for Client’s End User marketing and management purposes only and in accordance with all applicable federal and state laws and regulations, and Client shall not transfer this data to any third person for any other purpose whatsoever.