Work Truck Solutions acknowledges and agrees that all Data owned by Dealer including, without limitation, all electronically stored Data and hard copy originals (“Dealer Data”), is and shall remain the property of Dealer. Dealer authorizes and grants to Work Truck Solutions the right to use, analyze, process, aggregate and include in the Work Truck Solutions services provided to others or other products and services offered by Work Truck Solutions to others, the Dealer Data and other information made available to or provided to Work Truck Solutions hereunder. Dealer Data shall not be utilized by Work Truck Solutions for any purpose other than to perform the services permitted under this Agreement.
During the Term of this Agreement, Dealer grants Work Truck Solutions a revocable, non-exclusive, nontransferable license to use Dealer trademarks and trade names on Work Truck Solutions’ website and in promotional materials distributed by Work Truck Solutions and to identify Dealer as a user of the Work Truck Solutions Service. Work Truck Solutions shall submit for Dealer approval prior to the issuance, publication, or dissemination any publications or other material that may use or display Dealer trademarks and trade names.
The Dealer agrees that it shall use the Work Truck Solutions Service and any Enhanced Data made available by Work Truck Solutions only for purposes expressly permitted hereunder, and shall not copy, make derivative works from, sell, offer to sell, assign, redistribute, disclose, disseminate or otherwise make available in any manner expressly not provided in this Agreement, any Enhanced Data, or any part thereof, or the concept and/or technology embodied therein, to any third party without the prior written consent of Work Truck Solutions in each instance, or use the Work Truck Solutions Service or any Enhanced Data made available by Work Truck Solutions to engage in any activity that is identical, similar, or competitive to Work Truck Solutions Services provided hereunder.
Dealer acknowledges and agrees that all rights, title and interest in the Work Truck Solutions Service, including Enhanced Data, and any custom Products created or provided in connection with or related to this Agreement, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to Work Truck Solutions or its licensors.
Work Truck Solutions hereby grants Dealer a non-transferable license under Work Truck Solutions’ copyrights to use any Work Truck Solutions software products and associated documentation provided to Dealer in connection with the Work Truck Solutions Service and all such software products and documentation necessary for Dealer’s utilization of the Work Truck Solutions Service as provided for in this Agreement.
Work Truck Solutions shall not be responsible for any inability to provide the Work Truck Solutions Service which results from (i) the inability of Work Truck Solutions to access Dealer Data; or (ii) dealer requested information not being present in the Dealer’s DMS or body manufacturer's data.
Both parties agree that the terms, pricing and specific information concerning the Work Truck Solutions Service are Confidential Information of Work Truck Solutions. “Confidential Information” includes any confidential, proprietary or trade secret information of a party, whether oral, or written, of a private, secret, proprietary or confidential nature, concerning either party or its business operations. Each party agrees to use the same degree of care to protect the confidentiality of the Confidential Information of the other party and to prevent its unauthorized use or dissemination as it uses to protect its own Confidential Information of a similar nature, but in no event shall exercise less than reasonable due diligence and care. Each party agrees to use the Confidential Information of the other party only for purposes permitted by this Agreement. All Confidential Information remains the property of the party disclosing the information and no license or other rights to Confidential Information is granted or implied, except as provided for herein. Both parties’ obligations under this Section shall survive any termination or expiration of this Agreement.
Limited Warranty, Liability, Indemnification and Assignment
Dealer represents and warrants that Dealer’s services, products or Data, and providing any Data to Work Truck Solutions pursuant to this Agreement, do not and will not violate and infringe any third party proprietary rights or personal rights.
Neither party shall have any liability for any loss of Dealer data or enhanced data, or for any indirect, incidental, consequential, exemplary, punitive or special damages.
Dealer shall indemnify, defend and hold harmless Work Truck Solutions and its officers, directors, associates, members, partners, employees and affiliates from and against any loss, liability or expenses arising out of or relating to any Claim regarding this Service Agreement.
Work Truck Solutions shall indemnify, defend and hold harmless Dealer and its officers, directors, associates, members, partners, employees and affiliates from and against any loss, liability or expenses arising out of or relating to any Claim regarding this Service Agreement.
Work Truck Solutions enters into this Agreement as an independent contractor. Nothing in this Agreement will be construed as creating the relationship of joint-ventures, partners, employer and employee, franchisor and franchisee, master and servant, or principal and agent between Work Truck Solutions and Dealer.
Nothing contained in this Agreement is intended to confer upon any third party any rights, benefits, or remedies of any kind or character whatsoever under or by reason of this Agreement. No party may assign this Agreement without obtaining the prior written consent of the other party.