Engine Ready Terms of Service
Welcome to Engine Ready!
1. Your relationship with Engine Ready
1.1 Your use of Engine Ready’s products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Engine Ready under a separate written agreement) is subject to the terms of a legal agreement between you and Engine Ready. “Engine Ready” means Engine Ready Inc., whose principal place of business is at 1111 6th Avenue, San Diego, CA 92101, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Engine Ready, your agreement with Engine Ready will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3 Your agreement with Engine Ready will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Engine Ready in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. By actually using the Services,, you understand
3. Use of the Services by you
3.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Engine Ready will always be accurate, correct and up to date.
3.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
3.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Engine Ready, unless you have been specifically allowed to do so in a separate agreement with Engine Ready. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
3.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
3.5 Unless you have been specifically permitted to do so in a separate agreement with Engine Ready, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
3.6 You agree that you are solely responsible for (and that Engine Ready has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Engine Ready may suffer) of any such breach.
4. Your passwords and account security
4.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
4.2 Accordingly, you agree that you will be solely responsible to Engine Ready for all activities that occur under your account.
4.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Engine Ready immediately at 1111 6th Ave, San Diego, CA 92101..
5. Privacy and your personal information
5.2 You agree to the use of your data in accordance with Engine Ready’s privacy policies.
6. Content in the Services
6.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
6.2 You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by Engine Ready. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Engine in a separate agreement.
6.3 Engine Ready reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
6.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
6.5 You agree that you are solely responsible for (and that Engine Ready has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Engine Ready may suffer) by doing so.
7. Proprietary rights
7.1 You acknowledge and agree that Engine Ready (or Engine Ready’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Engine Ready and that you shall not disclose such information without Engine Ready’s prior written consent.
7.2 Unless you have agreed otherwise in writing with Engine Ready, nothing in the Terms gives you a right to use any of Engine Ready’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
7.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Engine Ready, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Engine Ready's brand feature use guidelines as updated from time to time.
7.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
7.6 Unless you have been expressly authorized to do so in writing by Engine Ready, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
8. License from Engine Ready
8.1 Engine Ready gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Engine Ready as part of the Services as provided to you by Engine Ready (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Engine Ready, in the manner permitted by the Terms.
8.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Engine Ready, in writing.
8.3 Unless Engine Ready has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
12. Software updates
12.1 The Software which you use may automatically download and install updates from time to time from Engine Ready. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Engine Ready to deliver these to you) as part of your use of the Services.
13. Ending your relationship with Engine Ready
13.1 The Terms will continue to apply until terminated by either you or Engine Ready as set out below.
13.2 If you want to terminate your legal agreement with Engine Ready, you may do so by (a) notifying Engine Ready at any time and (b) closing your accounts for all of the Services which you use, where Engine Ready has made this option available to you. Your notice should be sent, in writing, to Engine Ready’s address which is set out at the beginning of these Terms.
13.3 Engine Ready may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Engine Ready is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom Engine Ready offered the Services to you has terminated its relationship with Engine Ready or ceased to offer the Services to you; or
(D) Engine Ready is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by Engine Ready is, in Engine Ready’s opinion, no longer commercially viable.
13.4 Nothing in this Section shall affect Engine Ready’s rights regarding provision of Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Engine Ready have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
14. EXCLUSION OF WARRANTIES
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT ENGINE READY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
14.3 IN PARTICULAR, ENGINE READY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ENGINE READY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14.6 ENGINE READY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ENGINE READY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH ENGINE READY MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE ENGINE READY WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
15.2 THE LIMITATIONS ON ENGINE READY’S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT ENGINE READY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16. Other content
16.1 The Services may include hyperlinks to other web sites or content or resources. Engine Ready may have no control over any web sites or resources which are provided by companies or persons other than Engine Ready.
16.2 You acknowledge and agree that Engine Ready is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that Engine Ready is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
17. Changes to the Terms
17.1 Engine Ready may make changes to the Terms or Additional Terms from time to time. When these changes are made, Engine Ready will make a new copy of the Terms available at http://www.Engine Ready.com/terms and any new Additional Terms will be made available to you from within, or through, the affected Services.
17.2 You understand and agree that if you use the Services after the date on which the Terms or Additional Terms have changed, Engine Ready will treat your use as acceptance of the updated Terms or Additional Terms.
18. General legal terms
18.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
18.2 The Terms constitute the whole legal agreement between you and Engine Ready and govern your use of the Services (but excluding any services which Engine Ready may provide to you under a separate written agreement), and completely replace any prior agreements between you and Engine Ready in relation to the Services.
18.3 You agree that Engine Ready may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
18.4 You agree that if Engine Ready does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Engine Ready has the benefit of under any applicable law), this will not be taken to be a formal waiver of Engine Ready’s rights and that those rights or remedies will still be available to Engine Ready.
18.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
18.6 The Terms, and your relationship with Engine Ready under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Engine Ready agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Engine Ready shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.