Terms Of Use - SDVerse Marketplace

Last Modified: April 24, 2024

Acceptance of the Terms of Use

These terms of use are entered into by and between SDVerse and the individual or entity that subscribes to the SDVerse Marketplace by the execution of a Subscription Form (“Subscriber”). These terms of use, together with any documents they expressly incorporate by reference (collectively, “Terms of Use” and together with the Subscription Form, the “Agreement”), govern Subscriber’s access to and use of the SDVerse Marketplace, including any content, functionality, and services offered on or through the designated SDVerse URL (the “Marketplace”).

By agreeing to the Terms of Use through execution of Subscriber’s Subscription Form with SDVerse, Subscriber accepts and agrees to be bound and abide by these Terms of Use and the SDVerse Privacy Policy, found at www.sdverse.auto/privacy, incorporated herein by reference. If Subscriber does not want to agree to these Terms of Use or the Privacy Policy, Subscriber must not access or use the Marketplace.

Changes to the Terms of Use

SDVerse may revise and update these Terms of Use from time to time in SDVerse’s sole discretion. All changes are effective immediately when SDVerse posts them, and apply to all access to and use of the Marketplace thereafter. Subscriber’s continued use of the Marketplace following the posting of revised Terms of Use means that Subscriber accepts and agrees to the changes. It is Subscriber’s responsibility to check these Terms of Use periodically for changes. SDVerse will use reasonable best efforts to promptly communicate any changes to these Terms of Use that may have a material and adverse effect on Subscriber.

Accessing the Platform and Account Security

To access the Marketplace, Subscriber may be asked to provide certain registration details, financial information, or other information requested in connection with the Subscription Form. It is a condition of Subscriber’s use of the Marketplace that all the information provided by Subscriber to SDVerse remains correct, current, and complete.

Subscriber is responsible for ensuring that all persons who access the Marketplace through Subscriber’s Marketplace account are aware of these Terms of Use and comply with them. SDVerse will use reasonable efforts to assist Subscriber in fulfilling this responsibility.

If Subscriber is provided with a username, password, or any other piece of information as part of SDVerse’s security procedures, Subscriber must treat such information as confidential, and Subscriber must not disclose it to any other person or entity (other than employees of Subscriber authorized to use the Marketplace). Subscriber also acknowledges that Subscriber’s account is limited to Subscriber use only and agrees not to provide any other person or entity with access to the Marketplace or portions of it using Subscriber’s username, password, or other security information. Subscriber agrees to notify SDVerse immediately of any unauthorized access to or use of Subscriber’s username or password or any other breach of security. Furthermore, to the extent that SDVerse makes separate login credentials available to employees of the Subscriber, Subscriber agrees that only one employee may use each such separate login credentials, with no sharing of usernames and passwords permitted.

SDVerse has the right to disable any username, password, or other identifier, whether chosen by Subscriber or provided by SDVerse, at any time if SDVerse determines that Subscriber has violated any provision of these Terms of Use.

SDVerse will employ security measures designed to protect Subscriber’s information, but Subscriber acknowledges and agrees that no such security measures can prevent all security breaches and SDVerse makes no warranties or assurances that such security measures will operate as intended.

Marketplace Terms; Third-Party Products

The Marketplace is a business-to-business marketplace and is not intended for consumer use. SDVerse makes the Marketplace available to Subscribers who wish to present their products or services (the “Third-Party Offerings”) to other Subscribers. In the event a Subscriber (a “Customer Subscriber”) wishes to contract with a Subscriber that has published its Third-Party Offering on the Marketplace (an “Offering Subscriber”), the transaction regarding such Third-Party Offering shall occur off the Marketplace with no involvement of SDVerse. A Subscriber may be both a Customer Subscriber and an Offering Subscriber.

Third-Party Products are subject to terms and conditions, privacy policies and related documentation and agreements established by the Offering Subscriber (“Third-Party Terms”). By ordering, installing or enabling a Third-Party Offering, Customer Subscriber is entering into the Third-Party Terms directly with Offering Subscriber.

Each of Customer Subscriber and Offering Subscriber acknowledge that:

SDVerse is not a party to, or responsible for compliance with, the Third-Party Terms;
SDVerse does not endorse, recommend, or make any representations or warranties of any nature with respect to the Third-Party Offerings.
SDVerse does not make any representation or warranties of any nature regarding the Third-Party Terms;
SDVerse is under no obligation to test, validate, or otherwise review the Third-Party Offering;
SDVerse does not assume any obligation or responsibility with regard to the use of the Third-Party Offering, its support or any other related services or products; and
SDVerse is not responsible for and has no liability with respect to any dispute between an Offering Subscriber and a Customer Subscriber.

All Offering Subscribers are required to include the Third-Party Terms applicable to any Third-Party Offerings, but SDVerse does not represent or warrant that the Third-Party Terms are current or accurate.

Term; Termination and Suspension

Term; Automatic Renewal. Each Subscription Form will specify Subscriber’s Initial Subscription Term and any applicable Renewal Term for access to the Marketplace. Unless Subscriber’s Subscription Form expressly states otherwise or applicable law prohibits automatic renewal, each Renewal Term for access to the Marketplace will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term, as the case may be, unless either party provides written notice of termination of the Agreement provided under such Subscription Form at least thirty (30) calendar days prior to the commencement of the next Renewal Term.

Subscriber Termination. Subscriber may terminate the Agreement for cause thirty (30) days following written notice to SDVerse of a material breach of an SDVerse obligation under the Agreement.

SDVerse Termination Rights and Suspension. Notwithstanding anything to the contrary herein, if Subscriber fails to comply with any provision of the Agreement or any referenced policies, guides, notices, or statements, SDVerse may (i) immediately suspend Subscriber’s access to the Marketplace, or (ii) terminate the Agreement, effective immediately.

Effect of Termination or Suspension. Upon any termination of the Agreement, Subscriber must cease any further use of the Marketplace. No expiration or termination of the Agreement will affect Subscriber’s obligation to pay all fees that may have become due to SDVerse before such expiration or termination. Additionally, unless the Agreement is terminated by Subscriber for cause, Subscriber shall be obligated to pay all remaining fees under the then-current Initial Subscription Term or Renewal Term, as the case may be. If Subscriber’s access to the Marketplace is suspended for Subscriber’s failure to comply with the Agreement, Subscriber will be liable for all fees due and owing during the period of suspension.

Intellectual Property Rights

The Marketplace and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by either SDVerse, its licensors, other Subscribers or other providers of such material and may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subscriber must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Marketplace that is not owned by Subscriber. Without limitation, Subscriber agrees that it will not reproduce or publish in any medium any of the materials that were published on the Marketplace by or with respect to other Subscribers.

Trademarks

The SDVerse name, the SDVerse logo, and all related names, logos, product and service names, designs, and slogans are trademarks of SDVerse or its affiliates or licensors. Subscriber must not use such marks without the prior written permission of SDVerse. All other names, logos, product and service names, designs, and slogans on the Marketplace are the trademarks of their respective owners.

Prohibited Uses

Subscriber may use the Marketplace only for lawful purposes and in accordance with these Terms of Use.
Subscriber agrees not to use the Marketplace:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
In any misleading, deceitful or fraudulent manner.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Marketplace, or which, as determined by us, may harm SDVerse or users of the Marketplace, or expose them to liability.

Additionally, Subscriber agrees not to:

Use the Marketplace in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Marketplace, including their ability to engage in real time activities through the Marketplace.
Use any robot, spider, scraping, or other automatic device, process, or means to access the Marketplace for any purpose, including monitoring or copying any of the material on the Marketplace.
Use any manual process to monitor or copy any of the material on the Marketplace, or for any other purpose not expressly authorized in these Terms of Use.
Use any device, software, or routine that interferes with the proper working of the Marketplace.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Marketplace, the server on which the Marketplace is stored, or any server, computer, or database connected to the Marketplace.
Attack the Marketplace via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Marketplace.

User Contributions

The Marketplace may feature Subscriber specific web pages or profiles and other interactive features (collectively, “Interactive Services”) that allow Subscribers and their authorized users to post, submit, publish, display, or transmit to other Subscribers, authorized users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Marketplace.

All User Contributions must comply with the Content Standards set out below in these Terms of Use.

By providing any User Contribution on the Marketplace, Subscriber hereby grants SDVerse a non-exclusive, royalty-free, transferable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display such material on the Marketplace.

Subscriber represents and warrants that:

Subscriber owns or controls all rights in and to the User Contributions and has the right to grant the license to SDVerse to host, use, distribute, modify, run, copy, publicly perform or display the User Contributions on the Marketplace.
All of Subscriber’s User Contributions do and will comply with these Terms of Use.

Subscriber understands and acknowledges that Subscriber are responsible for any User Contributions Subscriber (or any authorized user of Subscriber) submits or contributes, and Subscriber, not SDVerse, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

SDVerse is not responsible or liable to any third-party for the content or accuracy of any User Contributions posted by Subscriber or any other user of the Marketplace.

Monitoring and Enforcement; Termination

SDVerse has the right to:

Remove or refuse to post any User Contributions for any or no reason in SDVerse’s sole discretion.
Take any action with respect to any User Contribution that SDVerse deems necessary or appropriate in SDVerse’s sole discretion, including if SDVerse believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Marketplace or the public, or could create liability for SDVerse.
Disclose Subscriber’s identity or other information about Subscriber to any third-party who claims that material posted by Subscriber violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Marketplace.
Terminate or suspend Subscriber’s access to all or part of the Marketplace for any violation of these Terms of Use.

Notwithstanding the foregoing, SDVerse cannot review all material before it is posted on the Marketplace and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, SDVerse assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any other Subscriber, user or third-party. SDVerse has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These “Content Standards” apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use or the SDVerse Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Contain any material that does not align with the purpose of the Marketplace.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent Subscriber’s identity or affiliation with any person or organization.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Marketplace is made available solely for general information purposes. SDVerse does not warrant the accuracy, completeness, or usefulness of this information. SDVerse does not warrant or any way guarantee the reliability or quality of information presented on the Marketplace. Any reliance Subscriber places on such information is strictly at Subscriber’s own risk. SDVerse disclaims all liability and responsibility arising from any reliance placed on such materials by Subscriber or any other visitor to the Marketplace, or by anyone who may be informed of any of its contents.

This Marketplace includes content provided by third parties, including materials provided by other Subscribers and users. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of SDVerse. SDVerse is not responsible, or liable to Subscriber or any third-party, for the content or accuracy of any materials provided by any third parties.

Changes to the Marketplace

SDVerse may update the content on the Marketplace from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Marketplace may be out of date at any given time, and SDVerse is under no obligation to update such material.

Information about Subscriber and Subscriber’s Visits to the Marketplace

All information SDVerse collect on this Marketplace is subject to the SDVerse Privacy Policy. By using the Marketplace, Subscriber consents to all actions taken by us with respect to Subscriber’s information in compliance with the Privacy Policy.

Links from the Marketplace

If the Marketplace contains links to other sites and resources provided by third parties, these links are provided for Subscriber’s convenience only. SDVerse has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from Subscriber’s use thereof. If Subscriber decides to access any of the third-party websites linked to on the Marketplace, Subscriber does so entirely at Subscriber’s own risk and subject to the terms and conditions of use for such websites.

Compliance with Laws; Sanctions and Export Matters

Subscriber’s use of the Marketplace must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws of the United States including those which may apply to the licensing, sale, or download of software. Subscriber is responsible for making sure its use of the Marketplace is in compliance with laws and any applicable regulations in Subscriber’s jurisdiction. Subscriber represents, warrants and covenants to SDVerse that Subscriber is not located in, or a resident or national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or on any U.S. government list of restricted end-users, and Subscriber is not using the Marketplace for or on behalf of any such parties, including the Governments of sanctioned countries.

SDVerse and the Marketplace are based in the State of Michigan in the United States. If Subscriber accesses the Marketplace from outside the United States, Subscriber does so on Subscriber’s own initiative and are responsible for compliance with local laws. SDVerse provides no guidance on applicable laws that may apply to any Subscriber activities undertaken on or through the Marketplace or in or by any Third Party Offerings, including import, export control or sanctions laws, or other laws including those which may apply to the licensing, sale, or download of software in Subscriber’s jurisdiction. Subscriber is responsible for engaging in any Third Party Offerings, whether as a Customer Subscriber or Offering Subscriber, in compliance with all applicable laws.

Disclaimer of Warranties

SDVERSE DOES NOT PROMISE THAT THE MARKETPLACE OR ANY CONTENT, SERVICE OR FEATURE OF THE MARKETPLACE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT SUBSCRIBER’S USE OF THE MARKETPLACE WILL PROVIDE SPECIFIC RESULTS. SDVERSE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SDVERSE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. THE MARKETPLACE IS MADE AVAILABLE TO SUBSCRIBER ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. SDVERSE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY OFFERINGS. ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF SDVERSE, AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND REPRESENTATIVES.

Limitation on Liability

IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF SDVERSE, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE MARKETPLACE, EXCEED AMOUNTS PAID BY SUBSCRIBER TO SDVERSE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FURTHER, IN NO EVENT WILL SDVERSE HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE MARKETPLACE FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, EVEN IF SDVERSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY AND WILL APPLY, WITHOUT LIMITATION, TO ANY DAMAGE FROM ANY SECURITY BREACH OR ANY OTHER SECURITY INTRUSION, OR ANY VIRUS, BUGS, OR OTHER MALICIOUS SOFTWARE OR HARMFUL COMPONENTS. SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE MARKETPLACE IS TO STOP USING THE MARKETPLACE.

Indemnification

Subscriber agrees to defend, indemnify, and hold harmless SDVerse, its affiliates, licensors, and service providers, and its and their respective owners, officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to Subscriber’s violation of the Agreement or Subscriber’s use of the Marketplace, including, but not limited to, Subscriber’s User Contributions and Third-Party Offerings made available by Subscriber on the Marketplace.

Governing Law and Jurisdiction

All matters relating to the Marketplace and the Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, the Agreement or the Marketplace shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the New York City, although SDVerse retains the right to bring any suit, action, or proceeding against Subscriber for breach of the Agreement in Subscriber’s country of residence or any other relevant country. Subscriber waives any and all objections to the exercise of jurisdiction over Subscriber by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM SUBSCRIBER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE MARKETPLACE OR THE AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by SDVerse of any term or condition set out in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of SDVerse to assert a right or provision under the Agreement shall not constitute a waiver of such right or provision.

If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

Entire Agreement

The Agreement (including the Subscription Form, Terms of Use and Privacy Policy) constitutes the sole and entire agreement between Subscriber and SDVerse regarding the Marketplace and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Marketplace.

SDVerse Marketplace Terms Of Use