ZF Support On Demand Terms of Service
Support On Demand (SOD) is an open platform for remote diagnostics and control module programming. SOD brings together qualified independent service providers with automotive repair shops (end-users) that need advanced remote diagnostics and programming. The following terms of service (these “Terms of Service”), govern your access or use, from within the United States and its territories and possessions, of the software, technology, content, products, and services (“Services”) made available in the United States and its territories and possessions by ZF Services, LLC and its parents, subsidiaries, representatives, affiliates, officers and directors.
PLEASE NOTE THAT THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER PROVISION. IT AFFECTS HOW ANY DISPUTES BETWEEN YOU AND ZF WOULD BE RESOLVED. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY VISITING, VIEWING, OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF AND ANY PERSON OR ORGANIZATION YOU REPRESENT) ARE AGREEING TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICES, PLEASE DO NOT USE THE SERVICES.
ZF reserves the right, but has no obligation, to monitor any accounts and/or activities conducted through or related to the Services. We may also deactivate, terminate or suspend your account or access to certain Services at any time for reasons included, but not limited to: (1) a violation of the Terms of Service; (2) if ZF determines, in our sole discretion, that you have created a risk or possible legal exposure for ZF or any third party; (3) upon any discontinuation of material modification to our Services; (4) unexpected technical security issues or problems; (5) deletion of your information and files associated with your account in association with a request by you; (6) nonpayment of any fees owed by you in connection with the Services, if applicable; or (7) extended periods of inactivity. Any termination or suspension of your account shall be at ZF’s sole discretion and ZF shall not be liable to you or any third party for any suspension or termination of your account or access to the Services.
Please do not use the Services in a way that violates any laws, infringes anyone’s rights, is offensive, or interferes with the Services or any features on the Services (including any technological measures we employ to enforce these Terms of Services). Please do not attempt to gain unauthorized access to the Services or its associated computer systems or networks. If ZF (in our sole discretion) determines that you have acted inappropriately, ZF reserves the right to terminate your account and access to the Services, prohibit you from using the Services, and take appropriate legal action. Using the Services does not give you ownership of any intellectual property rights to the content that you access. When you use the Services, you agree to comply with all laws applicable to you.
You acknowledge and agree that using the Services may result in ZF disclosing certain confidential, proprietary and/or trade secret information related to the Services and/or ZF (the “Confidential Information”). Such Confidential Information includes, without limitation, the features, functionality and existence of the Services, and any know-how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to you. You agree that you will not, without the express prior written consent of ZF, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by you; (b) is rightfully received by you from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by you without any reliance on any Confidential Information.
BY USING THE SERVICES, YOU EXPRESSLY AGREE THAT YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR ACTIVITIES AND ZF DOES NOT ASSUME RESPONSIBILITY FOR THE INSPECTION, SUPERVISION, PREPARATION, OR CONDUCT OF ANY ACTIVITY PERFORMED BY YOU IN USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZF IS NOT RESPONSIBLE OR LIABLE, EITHER DIRECTLY OR INDIRECTLY, FOR ANY INJURY, ILLNESS, OR DAMAGES SUSTAINED FROM YOUR USE OF, OR INABILITY TO USE, ANY SERVICES OR FEATURES OF THE SERVICES, INCLUDING ANY CONTENT OR ACTIVITIES YOU ACCESS OR LEARN ABOUT THROUGH THE SERVICES, EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION OR NEGLIGENCE OF ZF OR OTHERS. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OF USE, ZF DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT ON THE SERVICES, THE SERVICES PROVIDED ON THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, THAT THE SERVICES WILL BE FREE FROM ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS, OR THE RELIABILITY, COMPLETENESS, SECURITY, QUALITY, ACCURACY, AVAILABILITY, OR APPLICABILITY TO YOU OF THE SERVICES, ANY CONTENT PROVIDED ON THE SERVICES, OR ANY SERVICES OFFERED BY ZF VIA THE SERVICES OR ELSEWHERE ONLINE OR OFFLINE. WE PROVIDE THE SERVICES “AS IS.” SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED.
Disputes – You agree to attempt to resolve any dispute related to the Services through good faith, informal negotiation. If initial negotiation does not resolve the dispute, you agree that any dispute or claim arising out of your use of any of the Services, including any dispute or claim as to the application, enforceability, scope, or interpretation of these Terms of Services to arbitrate, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages), and must follow these Terms of Services.
Arbitration shall be administered pursuant to the rules of the most-current American Arbitration Association and conducted by a single, neutral arbitrator. Arbitration will take place by phone or videoconference, unless an in-person hearing is requested by either party. In that case, the hearing will take place in the state where you reside. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, group, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that notwithstanding our agreement to only arbitrate disputes as stated above, you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
If this arbitration provision is found to be null and void, then all disputes arising under the Terms of Service between us will be subject to the jurisdiction of the state and federal courts located in Detroit, Michigan, and you and we hereby submit to the personal jurisdiction and venue of these courts. You and ZF agree that if for any reason a dispute proceeds in court rather than arbitration: (1) you and ZF waive any right to a jury trial; (2) the dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor ZF may be a class representative or class member or otherwise participate in any class, representative, consolidated, or private attorney general proceeding. This agreement to arbitrate will not preclude you from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you from applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary.
Governing Law – These Terms of Services are governed by and construed in accordance with the laws of the state of Michigan without regard to its conflict of laws rules. For disputes that are not subject to arbitration, you expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms of Services and/or your use of any of the Services resides in the courts located in Detroit, Michigan, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action.
United States Operations; International Disclaimer – The Services are controlled and primarily operated by ZF from its offices within the United States of America, and our policies and procedures are based primarily on United States law. If you are not a United States resident and accessing our Services from outside the United States, the following provisions apply: (i) you consent to the transfer, storage, and processing of your information, including but not limited to User-Generated Content and any Personal Data (as that term is defined in our PRIVACY POLICY), to and in the United States and/or other countries; (ii) you are not authorized to access or make use of the Services from a location embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals”; and (iii) you agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the location in which you reside and the location from which you access the Services. The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or location where such distribution or use would be contrary to law or regulation, or which that would subject ZF or its affiliates to any registration requirement within such jurisdiction or location.
Indemnification; Limitation of Liability – To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless ZF, its parent and affiliate companies, and their respective officers, directors, employees, agents, representatives, insurers, and assigns from any and all claims arising out of your breach of these Terms of Services and any of your activities related to or in connection with the Services. EXCEPT WHERE PROHIBITED, ZF WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR ANY THIRD PARTY’S USE OF THE SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW. THESE EXCLUSIONS INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF ZF HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZF ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES EXCEED $500.
Other – If it turns out that a particular provision in these Terms of Services is not enforceable, that will not affect any other provision. Headers are for convenience and do not affect the interpretation of these Terms of Services. These Terms of Services constitute the entire agreement between you and ZF relating to the use of this Services and supersedes and replaces any prior agreement and communication between the parties.