TERMS AND CONDITIONS

THIS LEGAL AGREEMENT (THIS “AGREEMENT”) BETWEEN YOU AND ESP DATA SOLUTIONS, INC. GOVERNS YOUR ACCESS AND USE OF THE VINLINK SERVICE PACKAGE THAT YOU HAVE SELECTED FOR PURCHASE (THE “SERVICE”).

This Service is available via websites www.vinlink.com, ws.vinlink.com, service.vinlink.com (the “Online Sites” or the “VinLink service”). By proceeding to access or use the Service after seeing these Terms and Conditions, you agree to be bound by this Agreement.

PERSONAL AND NONCOMMERCIAL USE LIMITATION: PROHIBITED USES

B2B Service is the VinLink service providing programmable access directly to HTTP Service and Web Service (SOAP and REST) for a purpose of decoding and extracting decoded data through a third-party program. The VinLiNK Batch decoding service also belongs to B2C service. Interactive access to decoding process utilizing www.vinlink.com interactive GUI designed to decode a single VIN at the time and providing results on the VinLink web page or downloadable pdf file.

You purchase the VinLink Service on behalf of an entity such as a corporation or limited liability company, “you” means the entity, and you are bound to these terms and conditions in your capacity as a representative or agent of the entity. Otherwise, you are bound to these terms and conditions in your personal capacity.

By using the B2C Service, you may access and use the Service solely for your own internal business purposes. You may not sell, re-license, duplicate, create derivative works from, frame in another Web page or use on any other Web site, the information you obtain from the Service, nor may you allow any third party to do so.

By using the B2B Service, you may access and use the Service for internal business purposes and/or for external commercialization.

By using VinLink B2B services YOU are required to add language to your advertising that Your VIN Solution supplier is VinLink. Furthermore, you would be required to add “Powered by VinLink” on the page where users enter the VIN for decoding. ESP Data will provide the necessary artwork for the VIN decode page so as to assure that all disclosures were properly displayed.

When requested, you agree to provide true, accurate and complete user information. You shall not access or attempt to access password protected, secure or non-public areas of the Sites without ESP DATA SOLUTIONS, INC.’s prior written permission. When accessing or using the Service, you will comply with all privacy laws.

PROPRIETARY MATERIAL

All information included in the Service (as well as the organization and layout of the Sites) (collectively the “Proprietary Material”) are owned or licensed by ESP DATA SOLUTIONS, INC. No reproduction, distribution, or transmission to another person or entity of the Proprietary Material is permitted without the prior written permission of ESP DATA SOLUTIONS, INC.

ESP Data Solutions Inc. and other logos, product and service names used on or in connection with the Service are owned by or licensed to ESP DATA SOLUTIONS, INC. or its affiliates (the “Marks”). B2B Customers who make the information included in the Service available to third parties shall include, in all websites, marketing materials and other modes of advertising, that the information is supplied by VinLink. In furtherance and not in limitation of the foregoing, each such B2B Customer shall add the phrase, “POWERED BY VINLINK” to the web page on which external users enter Vehicle Identification Numbers for decoding. In order to assure the consistency of this attribution, ESP DATA SOLUTIONS, INC. shall provide the appropriate artwork for the webpage, as well as specific instructions regarding placement and maintenance. Without the prior written permission of ESP DATA SOLUTIONS, INC., or its appropriate affiliates, you agree not to otherwise display or use in any manner, the Marks.

Customer agrees that it will not itself, or through any affiliate, agent or other third party: (a) sell, rent, lease, license, sublicense, pledge, or encumber the service, the documentation, or any part thereof to any third party except as provided herein; (b) assign, distribute, transfer, furnish or otherwise disclose or make available the service, the documentation, or any part thereof to any third party, except as provided herein; (c) modify, add to, decompile, disassemble, or reverse engineer the service, or the VIN data in whole or in part except as provided herein; (d) write or develop any derivative service or any other service program based upon the service or any confidential information except as provided herein; (e) allow the service to be used under a Service Bureau Arrangement except as provided herein; or (f) Use the Service after the Term of this agreement. Notwithstanding the foregoing, the parties acknowledge and agree that nothing in this agreement precludes customer from selling, transferring, disclosing, modifying, compiling or making derivative works of any data or information derived or resulting from Customers use of the service as permitted hereunder, provided, however, that customer shall not, and shall not permit its affiliates or personnel to (i) use the licensed Service to download ESP’s data in bulk for the purpose developing a vehicle identification number decoding database substantially similar to that available through the service, (ii) use the licensed Service to download ESP’s data for the purpose of populating the decoding databases, or (iii) use the service provided for the purpose of developing a vehicle identification number decoding database, it being acknowledged, however, the customer and its affiliates own and are developing vehicle identification number decoding databases through the use of other sources.

YOUR ACCOUNT

If you use a Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Upon the termination of this Agreement, you will (i) cease using the Sites, the Service and any Proprietary Material, and (ii) destroy all copies of your account information, password and Proprietary Material.

NO UNLAWFUL OR PROHIBITED USE; [INDEMNITY]

You warrant to ESP DATA SOLUTIONS, INC. that you will not use the Service for any purpose that is unlawful or prohibited by these terms. If you violate any of these terms, your permission to use the Service automatically terminates. You agree to indemnify and hold ESP DATA SOLUTIONS, INC. and its directors, officers, employees, affiliates and agents harmless with respect to any claims arising out of your breach of this Agreement or your use of the Service.

You may not, without the prior written permission of ESP DATA SOLUTIONS, INC., use any computer code, data mining service, “robot”, “bot”, “spider”, “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any part of a Site or any Proprietary Material.

TERMINATION OF AGREEMENT

This Agreement may be terminated immediately by ESP DATA SOLUTIONS, INC. if you fail to pay the amount that you agreed to pay for the Service. It may also be terminated if you cease to use the Service with no intention of resuming use. Such cessation of use shall be deemed to have occurred if you do not access or use the Service for [12] consecutive months.

PAYMENTS

You agree that you will pay for the Service package that you purchase. You are responsible for the timely payment of all amounts due in connection with the Service. All purchases are final and non-refundable. Prices for the various Service packages may change at any time, and we do not offer price protection or refunds in the event of a price reduction or promotional offering. Your total price will include the price of the Service plus any applicable sales tax. We will charge sales tax only in states where we understand that we are obligated by law to do so, and we reserve the right to commence collecting sales tax on the price of the Service if we determine that it is necessary to do so in order to comply with applicable state law.

Account funds are valid for (12) months from the time of purchase. Customers will be notified via email 30 days before funds expire. If you purchase an additional prepaid package before the 30 days expire, the new prepaid package will be added to your existing package, and all funds will be valid for 12 months from the date of purchasing the additional package.

REFUND POLICY

The products available for purchase on our web site are either downloadable, deliverable via email, usable via a web service, fully-functional, and try-before-you-buy. Before deciding to license our products we provide either sample code, sample data, and live real time access (VinLink.) for testing and analysis.
Please use these options to make sure that the software and data meets your needs before purchasing a license. None of our software requires registration to enable its primary functionality.
If you purchase one of our products, after your payment has cleared you will receive an email with the download information. Once this information is emailed to you, no refunds will be given. All sales will be final. We have this policy since it would be impossible for you to return your registered version of our software or data.
During your testing / analysis period, our support staff are available to assist in installation and configuration via email ticket or telephone. We strongly recommend that all customers download, install, and test the trial version of any product prior to making a purchase.

ACCEPTANCE OF THIS REFUND POLICY

It is your responsibility to familiarize yourself with this refund policy. By placing an order for any of our products, you indicate that you have read this refund policy and that you agree with and fully accept the terms of this refund policy.
If you do not agree with or fully accept the terms of this refund policy, we ask that you do not place an order with us.
Please contact us should you have any questions regarding our refund policy.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITES, THE SERVICE AND THE PROPRIETARY MATERIAL IS AT YOUR SOLE RISK. THE SITE, THE SERVICE AND THE PROPRIETARY MATERIAL IS PROVIDED ON AN “AS AVAILABLE” BASIS, AND THE SERVICE AND THE PROPRIETARY MATERIAL ARE PROVIDED ON AN “AS IS” BASIS. ESP DATA SOLUTIONS, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, PERTAINING TO THE SITES, THE SERVICE OR THE PROPRIETARY MATERIAL, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

ANY PROPRIETARY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ESP DATA SOLUTIONS, INC. SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE A SITE OR THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, SHOULD SUCH SERVICES BECOME NECESSARY FOR ANY REASON DURING THE TERM OF THIS AGREEMENT; OR (III) ANY OTHER MATTER RELATING TO THE SITES OR THE SERVICE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE LIMITATIONS OF LIABILITY SET FORTH ABOVE, IN SUCH JURISDICTIONS ESP DATA SOLUTIONS, INC.’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

LINKS TO THIRD PARTY SITES

The Sites may contain hyperlinks to web sites operated by parties other than ESP DATA SOLUTIONS, INC. Such hyperlinks are provided for your reference only. ESP DATA SOLUTIONS, INC. does not control such web sites, and is not responsible for their content. Inclusion of hyperlinks by ESP DATA SOLUTIONS, INC. to such web sites does not imply any endorsement of the material on such web sites or any association with their operators, and your access to and use of such sites, including information, material, products and services therein, is solely at your own risk. Furthermore, because the ESP DATA SOLUTIONS, INC. privacy policy is applicable only when you are on our Site, once linked to another web site, you should read that site’s privacy policy before disclosing any personal information.

USE OF SUBMISSIONS
You grant us the right to use, reproduce, modify, distribute, and display any material you supply or communicate to the Sites for the stated purposes of this Agreement and to authorize others to do so.

CHANGES TO SITE

Use of the Service requires Internet access. ESP DATA SOLUTIONS, INC. may make improvements or changes in the Proprietary Material or other information, services, products, and other materials available through the Sites. ESP DATA SOLUTIONS, INC. may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modifications to the Sites. Accordingly, you agree to review the Sites periodically to ensure that you are aware of any modifications to this Agreement, and your continued access or use of the Service shall be deemed your acceptance of the modified Agreement.

PRIVACY POLICY
At ESP DATA SOLUTIONS, INC. (“ESP DATA SOLUTIONS, INC.” or “We”), user privacy is an important concern. We are committed to privacy and security, and to providing the best possible user experience for our users. We also strive to protect the personal and confidential information of those who use our Service.

MISCELLANEOUS

This Agreement, as it may be modified from time to time in the manner permitted herein, constitutes the entire agreement of the parties with respect to its subject matter, and supersedes any and all previous agreements, discussions or negotiations, written or oral, between you and ESP DATA SOLUTIONS, INC. This Agreement and the resolution of any dispute related to this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of law. Failure by ESP DATA SOLUTIONS, INC. to insist upon strict enforcement of any provision of this Agreement shall not be construed as a waiver of any provision or right. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, the Sites or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any legal action or proceeding between ESP DATA SOLUTIONS, INC. and you related to this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the Commonwealth of Massachusetts. If any of these terms shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term. The failure to enforce any provision in this Agreement shall not constitute a waiver of the right of enforcement or the waiver of any other provision.