This User Terms and Conditions govern the allowed usage of products owned by GT MOTIVE, S.L. (the “Products“). In the event of a conflict between this User Terms and Conditions and any other contractual relationship with the User of GT MOTIVE, S.L., this User Terms and Conditions shall prevail (except Clauses 5 and 8) with respect to (i) customers which are bound by such contractual relationship; and (ii) the specific matters in conflict between both regulations, which may not be construed in a complementary manner. Within this User Terms and Conditions: (i) any reference to the users of the Products includes their employees and customers authorized for such use, as well as any companies included within the group companies of the company authorized to use the Products (the “User“); and (ii) any reference to GT MOTIVE, S.L. shall include companies within its group of companies (“GT MOTIVE“).
1. CONFIDENTIALLITY: The User will keep strictly confidential any information provided by GT MOTIVE, either past, present or future, either technical, technological or of any other kind, as well as financial and commercial, whether modified or unmodified by the User. The User undertakes confidentially obligation particularly (but not limited to) respect to the information of GT MOTIVE database drawn directly from OEM catalogues and available to User through the Products, which may include (among others) spare parts references and descriptions, repair times, labor information, local prices and painting operations.
Confidentiality obligations shall be applicable even after the use of the Products.
2. INTELECTUAL PROPERTY: The User represents that GT MOTIVE and/or the OEM are the sole owners of all Intellectual Property Rights with respect to all the services and information provided under the Product, and that this Agreement does not entail the transfer of any of such Intellectual Property Right. In this respect, Intellectual Property rights include: (a) all copyrights, including moral rights, registrations and applications for registration thereof (including all renewals and extensions thereof); (b) computer software programs, data and documentation; (c) database rights; (d) patents, patent applications and all related continuations, divisional, reissue, utility model, design patents, applications and registration thereof, certificate of inventions; (e) mask works and registration thereof; (f) trade secrets and proprietary information; know-how, manufacturing and product process and techniques, designs, prototypes, enhancements, improvements, work-in progress, research and development information, and (g) other proprietary rights relating to the foregoing.
All contents, layouts, logos and trademarks appearing in the Product remain with GT MOTIVE or their respective owners and are protected by Intellectual Property Rights. The permitted usage is limited to the usage explicitly granted under the relevant agreements between GT MOTIVE and the User.
The User shall not tamper with, alter, remove, cover or hide any copyright notices or other Intellectual Property Rights notices placed in or on the Product or the OEM Data.
3. PRICING: The User shall pay fees agreed with GT MOTIVE for the use of the Products and accepts that the information managed through the Products will only be available insofar as User is up to date with payment of all the fees agreed.
GT MOTIVE may annually update fees agreed with the User according to the year-on-year variation of the relevant retail price index applicable.
4. USER OBLIGATIONS: Without prejudice to any other obligations due by statute or under this User Terms and Conditions, the User undertakes the following:
a) User accepts that access or use, total or partial, to any information provided by GT MOTIVE is forbidden unless a there is a contract in force with GT MOTIVE.
b) User understands and accepts that it can only access to the OEM Data information within the context of an estimate, and that it is only authorized to request estimates and in no event is authorized to download, copy or create databases with the information available in the Products.
c) Credentials to access the Product are non-transferable, and the User shall ensure that no third parties can use the Products. To this extent, third parties shall include (but not be limited to) subsidiaries, shareholders and affiliates to the shareholders of the User. Should User become aware of any unauthorized access to the Products, theft or loss of credentials, it shall contact GT MOTIVE as soon as possible.
d) User shall not copy, store, distribute or make any use of GT MOTIVE’s API, the Products or the calculations except for the purposes of a specific estimate. To that end, User shall destroy all the information and material obtained through the Product upon termination of the commercial assignment with the customer for which the User requested the estimate.
e) User shall not tamper with, modify, reformat nor vary the contents, layout or display in any way, shape or form of the Product or the estimates and calculations provided. Specifically, but not exhaustively, User may not suppress nor hide any GT MOTIVE logos or trademarks.
f) User shall refrain to revise, compile, decompile, reverse engineer, web scrap, copy or adapt the whole or any part of the Product, the OEM Data or any other property of GT MOTIVE.
g) User shall not assign, subcontract or sublicense totally or partially the use of the Products. Rights and duties with GT MOTIVE shall not be mortgaged, secured or otherwise encumbered.
h) User will be granted consent from its customers to accept transfer, processing and subcontracting of their personal data by GT MOTIVE according to the relevant data protection agreement.
i) User shall keep GT MOTIVE harmless, compensating for all damages, including legal costs, against any loses and claims (including but not limited to product liability claims) asserted by third parties against GT MOTIVE as a result of breach of obligations set out in this User Terms and Conditions.
5. GT MOTIVE OBLIGATIONS: GT MOTIVE ensures a proper maintenance of the Products and safety of the servers wherein data are allocated. Namely, GT MOTIVE ensures Products’ availability during 99% of the time from 8AM to 10PM CET/CEST Monday to Friday.
Moreover, GT MOTIVE provides a Support Service for the benefit of Users for clarifications regarding usage and Products’ functionalities, and to report any issue or malfunction. Support service contact details are:
GT MOTIVE shall not provide Support Service where:
a) Support is not directly related to the Products;
b) Support is provided by GT MOTIVE within specific training programs, consulting or assistance;
c) Support is needed as a result of User’s unacceptance to GT MOTIVE’ previous instructions;
d) Support due to cyberattacks, inclement weather, seismic risks, impaired power supply or any other reason out of GT MOTIVE’ control, or due to malicious acts or against the proper use of the Products.
6. GT MOTIVE LIABILITY LIMITATIONS: GT MOTIVE liability is limited to making the Products available (obligation to provide means).
GT MOTIVE does not guarantee that the OEM Data will be error-free, complete and up to date, and rejects any liability in the event of wrong results in the use of the Products.
Information and data provided to the User come from reliable and updated sourced. However, GT MOTIVE does not have any means to check the accuracy of the information provided by third parties and delivered to the User. Therefore, User accepts that GT MOTIVE cannot be held liable for damages of any kind, which may be due to lack of veracity, accuracy, exhaustivity or updates of the information and data provided by third parties and delivered to the User.
GT MOTIVE will be allowed to discontinue or avoid access to the Product for technical, security, control or maintenance reasons, and shall not be liable for telecom operator or power supply impairments.
GT MOTIVE shall not be liable for any loss of data that has been entered by Users or their customers, nor for damages due to virus or other elements of the Products which may drive to software or hardware alterations, electronic documents of the User or existing files in its system.
7. SERVICE DISCONTINUE: Without prejudice to any early termination contractual provision and to any remedies that may apply, access to the Products may be temporarily discontinued for any reasons envisaged under this User Terms and Conditions or under the relevant contract with GT MOTIVE, and specifically (but not exhaustively) the following:
a) any grant of claimed granting by the User of an assignment, subcontract or sublicense of total or part of the use of the Products;
b) any action of the User which anyhow is intended to encumber or transfer, or encumbers or transfers any of its rights and duties towards GT MOTIVE;
c) any change of control of the User as a result of the acquisition of a majority of the voting rights in User by a single shareholder without the prior written consent of GT MOTIVE;
d) a breach of any of the provisions of this User Terms and Conditions which cannot be remedied during the ten days following request from GT MOTIVE;
e) in the event of judicial or administrative decision which results in the incapacity to comply with this User Terms and Conditions;
f) if the User becomes insolvent; or
g) if the provisioning of the Products to the User entails any legal or commercial risk for GT MOTIVE.
In the event of Products’ discontinue, the User shall immediately destroy or return all the information and materials owned by GT MOTIVE which remain at its disposal, custody or control, including (but not limited to) all the confidential information of GT MOTIVE.
8. DATA PROTECTION: GT MOTIVE is the data controller of the personal data of the User, as well as any other contact or personal data of its employees, collaborators or other third parties (such as workshops or car management companies) that User or such interested parties may assign to GT MOTIVE.
The legal basis for processing is the use of the Products, and the purpose of processing are the actions needed to provide the Products to the User.
GT MOTIVE will not communicate personal data to third parties, except where applicable for the fulfillment of the obligations assumed under this User Terms and Conditions or required by applicable regulations.
Upon termination of the purpose of processing or of the contractual relationship with the User (the later thereof), the personal data collected will be kept blocked during the limitation periods established by applicable law. GT MOTIVE will then proceed to erasure.
In case of providing personal data of any third party, User must, prior to the communication of such data to GT MOTIVE, expressly inform such third parties of the processing of their personal data as agreed in this clause. Furthermore, User guarantees compliance with any other obligation provided in the applicable regulations in such a way that GT MOTIVE will not have to comply with any other additional obligation.
Third parties whose personal data have been transferred to GT MOTIVE by User may exercise their rights of access, rectification, deletion, portability, limitation and opposition to their processing, as well as not being subject of decisions based solely on the automated processing of their data, where applicable, with GT MOTIVE by sending their request to the notification address provided in this contract or by email to email@example.com, attaching an ID soft copy.
Security measures adopted by GT MOTIVE to ensure processed personal data protection are available at this link.
9. GOVERNING LAW AND JURSIDCITION: This User Terms and Conditions are governed by Spanish Law. Both parties agree to submit any future disputes arising from this Agreement to the Courts of Madrid, Spain.
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