End User License Agreement

effective April 11, 2025

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[NOTES:

 

  1. If you are a Subaru Distributors Corp. or Subaru of America, Inc. End User, please see the “Subaru End User License Agreement” immediately following Section 19 of this End User License Agreement which shall be the end user license agreement applicable to you.

 

  1. IF YOU, THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS , ARE AN END USER OF THE DEALER TIRE, LLC (“DEALER TIRE”) ACCELERATE PROGRAM PLATFORM POWERED BY THE ROCKED COMPANY INC. (THE “ACCELERATE PROGRAM”), PLEASE SEE THE “ACCELERATE PROGRAM SUPPLEMENTAL END USER TERMS” BELOW WHICH SHALL MODIFY AND SUPPLEMENT THE FOLLOWING THE ROCKED COMPANY INC. END USER LICENSE AGREEMENT AS APPLICABLE TO YOU.]

 

THE ROCKED COMPANY INC. 

END USER LICENSE AGREEMENT

 

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE PLATFORM. BY CLICKING THE AGREE OR ACCEPTANCE BUTTON AND/OR INSTALLING OR ACCESSING THE PLATFORM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”), (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE PLATFORM AND DELETE IT FROM YOUR MOBILE OR OTHER ELECTRONIC DEVICE.

 

This Agreement sets forth the terms and conditions of your use of the accompanying RockED software application and platform (the “Platform”) and any content you access or are permitted to access therein (the “Content”). For the purposes of this Agreement, “you” means you, the end user, and “Licensor” means The RockED Company Inc. and its subsidiaries and affiliates.

 

  1. License Grant. Licensor hereby grants to you a non-exclusive, non-assignable, non-sublicensable, non-transferable, limited license to access and use the Platform, the Content and related documentation (the “Documentation”) solely for the intended purposes of the Platform as set forth in the Documentation, according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Platform, the Content or the Documentation or any rights therein. You also may not install the Platform on a network server, use the Platform in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Platform (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Platform, the Content or the Documentation. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Platform, the Content or the Documentation. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Platform, the Content or the Documentation on any copies that you are expressly authorized to make.

 

  1. No Assignment; No Transfer. You agree not to transfer or assign the Platform and/or this Agreement or your rights hereunder to another party without the prior written consent of Licensor, which consent shall be at Licensor’s sole and absolute discretion. Except as set forth above, you may not transfer or assign the Platform or rights under this Agreement.

 

  1. No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Platform, the Content or the Documentation or assist someone in performing such prohibited acts.

 

  1. Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Platform, the Content or the Documentation (or any copies thereof), or any products utilizing the Platform, the Content or the Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify, defend and hold harmless Licensor and its past, present and future officers, directors, stockholders, members, partners, trustees, heirs, beneficiaries, licensors, licensees, employees, contractors, suppliers, resellers, customers, agents and representatives (each, an “Indemnitee” and collectively, the “Indemnitees”) from and against all liabilities, costs, damages, and expenses, including settlement costs and reasonable attorneys’ fees (collectively, “Losses”) arising from or relating to any claims from any third party if you violate any such laws or regulations.

 

  1. Title. You agree that as between you and Licensor, Licensor owns and holds all right, title, and interest to the Platform, the Content and the Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, as between you and Licensor, all title, ownership rights, and intellectual property rights in the Platform, the Content and the Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Platform, the Content and the Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to you under this Agreement, as between you and Licensor, are reserved by Licensor.

 

  1. Geographic Restrictions. The Platform, the Content and the Documentation are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Platform, the Content, or the Documentation outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Platform, the Content or the Documentation from outside the United States, you are responsible for compliance with local laws.

 

  1. Term and Termination. This license will be in effect from the date that you first use the Platform until terminated in accordance herewith. You may terminate this license at any time by (a) deleting all instances of the Platform, the Content and the Documentation, and destroying all copies of the Content and the Documentation, or (b) by terminating your Platform user account be emailing Licensor at support@rocked.us. Your license for the Platform will also terminate immediately if you fail to comply with any term or condition of this Agreement, any applicable license fees related to your use of the Platform are not paid when due, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately (i) stop all use of the Platform, the Content and the Documentation, and (ii) delete and/or destroy the Platform, the Content and the Documentation, together with all copies thereof. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.

 

  1. Governing Law. This Agreement shall be governed by, subject to, and construed in accordance with, the substantive laws of the State of New York, without regard to its conflict of laws provisions. You expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. In an action arising out of or relating to this Agreement, you consent to the exclusive jurisdiction of the federal and state courts located in the County of New York, New York. The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in litigating or otherwise settling or resolving such action. YOU FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

 

  1. No Warranties. YOU ACKNOWLEDGE AND AGREE THAT NO INDEMNITEE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. THE PLATFORM (INCLUDING SOURCE CODE), THE CONTENT AND THE DOCUMENTATION IS PROVIDED TO YOU ON AN “AS IS” BASIS. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF ANY INDEMNITEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM, THE CONTENT AND THE DOCUMENTATION REMAINS WITH YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

 

  1. Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL ANY INDEMNITEE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PLATFORM, THE CONTENT OR THE DOCUMENTATION (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL ANY INDEMNITEE BE LIABLE FOR ANY DAMAGES EVEN IF THE INDEMNITEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL ANY INDMENITEE’S LIABILITY EXCEED THE LICENSE OR SUBSCRIPTION FEES PAID FOR YOUR LICENSE AND ACCESS TO THE PLATFORM.

 

  1. Indemnification. You agree to defend, indemnify, and hold harmless each Indemnitee from and against all Losses that result from or relate to your use, reproduction, or distribution of the Platform, the Content or the Documentation, or your breach of any representation, warranty, or obligation under this Agreement.

 

  1. Privacy Policy. Licensor will only collect, use and process any personal information that you submit to us in compliance with applicable privacy laws and our privacy policy (the “Privacy Policy”) available at https://www.rocked.us/privacy-policy which discloses and explains how Licensor uses personal information. The Privacy Policy is hereby incorporated by reference.

 

  1. Severability. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

 

  1. Entire Agreement and Order of Precedence. Notwithstanding any other provision of this Agreement or any other Documentation provided in connection with the Platform, in the event that there exists a separate written agreement (“Separate Agreement”) directly between Licensor and the entity on behalf of which you are using or accessing the Platform, the terms and conditions of such Separate Agreement shall take precedence and supersede any conflicting or inconsistent terms and conditions of this Agreement. The Separate Agreement and this Agreement are the complete and exclusive statement of the agreement between you and Licensor, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this Agreement. To the extent that the terms and conditions of the Separate Agreement are in direct conflict with or are inconsistent with the terms and conditions of this Agreement, the terms and conditions of the Separate Agreement shall prevail. This clause shall not preclude the implementation of any terms and conditions of this Agreement which are not in conflict with the Separate Agreement. This Agreement may only be modified by a written agreement agreed to by both you and an authorized representative of Licensor.

 

  1. Acknowledgment. By accessing, downloading, installing, or using any part of the Platform, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

 

  1. Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, pandemics, epidemics, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

 

  1. Waiver. The failure or delay by Licensor to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.

 

  1. Security Event. You agree to take appropriate measures to protect against the misuse and/or unauthorized access of the Platform, the Content and the Documentation, including unauthorized access through or to your user account identification credentials or passwords. In the event that you learn or have reason to believe that the Platform, the Content or the Documentation has been disclosed or accessed by an unauthorized party, you will immediately give notice of such event to Licensor by email at support@rocked.us.

 

  1. Survival. Those provisions of this Agreement that by their terms, nature or sense survive any termination or expiration of this Agreement shall so survive in accordance with their terms, including but not limited to provisions related to intellectual property ownership and proprietary rights, limitations of liability, indemnification, and disclaimer of warranties.


_______________________________________________________________


THE ROCKED COMPANY INC.

SUBARU END USER LICENSE AGREEMENT

 

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE PLATFORM. BY CLICKING THE AGREE OR ACCEPTANCE BUTTON AND/OR INSTALLING OR ACCESSING THE PLATFORM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SUBARU END USER LICENSE AGREEMENT (THIS “AGREEMENT”), (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE PLATFORM AND DELETE IT FROM YOUR MOBILE OR OTHER ELECTRONIC DEVICE.

 

This Agreement sets forth the terms and conditions of your use of the accompanying RockED software application and platform (the “Platform”) and any content you access or are permitted to access therein (the “Content”). For the purposes of this Agreement, “you” means you, the end user, and “Licensor” means The RockED Company Inc. and its subsidiaries and affiliates.

 

  1. License Grant. Licensor hereby grants to you a non-exclusive, non-assignable, non-sublicensable, non-transferable, limited license to access and use the Platform, the Content and related documentation (the “Documentation”) solely for the intended purposes of the Platform as set forth in the Documentation, according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Platform, the Content or the Documentation or any rights therein. You also may not install the Platform on a network server, use the Platform in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Platform (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Platform, the Content or the Documentation. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Platform, the Content or the Documentation. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Platform, the Content or the Documentation on any copies that you are expressly authorized to make.

 

  1. No Assignment; No Transfer. You agree not to transfer or assign the Platform and/or this Agreement or your rights hereunder to another party without the prior written consent of Licensor, which consent shall be at Licensor’s sole and absolute discretion. Except as set forth above, you may not transfer or assign the Platform or rights under this Agreement.

 

  1. No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Platform, the Content or the Documentation or assist someone in performing such prohibited acts.

 

  1. Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Platform, the Content or the Documentation (or any copies thereof), or any products utilizing the Platform, the Content or the Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify, defend and hold harmless Licensor, Subaru Distributors Corp., Subaru of America, Inc., and each foregoing party’s past, present and future officers, directors, stockholders, members, partners, trustees, heirs, beneficiaries, licensors, licensees, employees, contractors, suppliers, resellers, customers, agents and representatives (each, an “Indemnitee” and collectively, the “Indemnitees”) from and against all liabilities, costs, damages, and expenses, including settlement costs and reasonable attorneys’ fees (collectively, “Losses”) arising from or relating to any claims from any third party if you violate any such laws or regulations.

 

  1. Title. You agree that as between you and Licensor, Licensor owns and holds all right, title, and interest to the Platform, the Content and the Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, as between you and Licensor, all title, ownership rights, and intellectual property rights in the Platform, the Content and the Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Platform, the Content and the Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to you under this Agreement, as between you and Licensor, are reserved by Licensor.

 

  1. Geographic Restrictions. The Platform, the Content and the Documentation are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Platform, the Content, or the Documentation outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Platform, the Content or the Documentation from outside the United States, you are responsible for compliance with local laws.

 

  1. Term and Termination. This license will be in effect from the date that you first use the Platform until terminated in accordance herewith. You may terminate this license at any time by (a) deleting all instances of the Platform, the Content and the Documentation, and destroying all copies of the Content and the Documentation, or (b) by terminating your Platform user account be emailing Licensor at support@rocked.us. Your license for the Platform will also terminate immediately if you fail to comply with any term or condition of this Agreement, any applicable license fees related to your use of the Platform are not paid when due, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately (i) stop all use of the Platform, the Content and the Documentation, and (ii) delete and/or destroy the Platform, the Content and the Documentation, together with all copies thereof. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.

 

  1. Governing Law. This Agreement shall be governed by, subject to, and construed in accordance with, the substantive laws of the State of New York, without regard to its conflict of laws provisions. You expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. In an action arising out of or relating to this Agreement, you consent to the exclusive jurisdiction of the federal and state courts located in the County of New York, New York. The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in litigating or otherwise settling or resolving such action. YOU FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

 

  1. No Warranties. YOU ACKNOWLEDGE AND AGREE THAT NO INDEMNITEE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. THE PLATFORM (INCLUDING SOURCE CODE), THE CONTENT AND THE DOCUMENTATION IS PROVIDED TO YOU ON AN “AS IS” BASIS. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF ANY INDEMNITEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM, THE CONTENT AND THE DOCUMENTATION REMAINS WITH YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

 

  1. Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL ANY INDEMNITEE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PLATFORM, THE CONTENT OR THE DOCUMENTATION (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL ANY INDEMNITEE BE LIABLE FOR ANY DAMAGES EVEN IF THE INDEMNITEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL ANY INDMENITEE’S LIABILITY EXCEED THE LICENSE OR SUBSCRIPTION FEES PAID FOR YOUR LICENSE AND ACCESS TO THE PLATFORM.

 

  1. Indemnification. You agree to defend, indemnify, and hold harmless each Indemnitee from and against all Losses that result from or relate to your use, reproduction, or distribution of the Platform, the Content or the Documentation, or your breach of any representation, warranty, or obligation under this Agreement.

 

  1. Privacy Policy. Licensor will only collect, use and process any personal information that you submit to us in compliance with applicable privacy laws and our privacy policy (the “Privacy Policy”) available at https://www.rocked.us/privacy-policy which discloses and explains how Licensor uses personal information. The Privacy Policy is hereby incorporated by reference.

 

  1. Severability. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

 

  1. Entire Agreement and Order of Precedence. Notwithstanding any other provision of this Agreement or any other Documentation provided in connection with the Platform, in the event that there exists a separate written agreement (“Separate Agreement”) directly between Licensor and the entity on behalf of which you are using or accessing the Platform, the terms and conditions of such Separate Agreement shall take precedence and supersede any conflicting or inconsistent terms and conditions of this Agreement. The Separate Agreement and this Agreement are the complete and exclusive statement of the agreement between you and Licensor, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this Agreement. To the extent that the terms and conditions of the Separate Agreement are in direct conflict with or are inconsistent with the terms and conditions of this Agreement, the terms and conditions of the Separate Agreement shall prevail. This clause shall not preclude the implementation of any terms and conditions of this Agreement which are not in conflict with the Separate Agreement. This Agreement may only be modified by a written agreement agreed to by both you and an authorized representative of Licensor.

 

  1. Acknowledgment. By accessing, downloading, installing, or using any part of the Platform, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

 

  1. Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, pandemics, epidemics, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

 

  1. Waiver. The failure or delay by Licensor to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.

 

  1. Security Event. You agree to take appropriate measures to protect against the misuse and/or unauthorized access of the Platform, the Content and the Documentation, including unauthorized access through or to your user account identification credentials or passwords. In the event that you learn or have reason to believe that the Platform, the Content or the Documentation has been disclosed or accessed by an unauthorized party, you will immediately give notice of such event to Licensor by email at support@rocked.us.

 

  1. Survival. Those provisions of this Agreement that by their terms, nature or sense survive any termination or expiration of this Agreement shall so survive in accordance with their terms, including but not limited to provisions related to intellectual property ownership and proprietary rights, limitations of liability, indemnification, and disclaimer of warranties.


_______________________________________________________________


DEALER TIRE, LLC ACCELERATE PROGRAM SUPPLEMENTAL END USER TERMS

 

  1. You understand and agree that your access to and use of the Accelerate Program is made available to you solely as authorized by a Dealer Tire approved automotive dealership choosing to participate in the Accelerate Program. Except as modified by these Accelerate Program Supplemental End User Terms (the “Supplemental EULA”) the Terms and Conditions of The RockED Company Inc. End User License Agreement (“EULA”) set forth above shall apply to you as an end user of the Accelerate Program, which terms are incorporated herein by reference. Your access to and use of the Platform outside of the Accelerate Program shall be governed exclusively by the EULA.

 

  1. As an end user, you are solely responsible for complying with your dealership specific directives and restrictions in respect to the time, place, and manner of employment-related access to and use of the Accelerate Program and its Contents. Should your employment relationship with the dealership or dealership’s participation in the Accelerate Program end, your license to access the Accelerate Program and its Contents shall also immediately terminate.

 

  1. For purposes of this Accelerate Program Supplemental EULA applicable to you:

 

  1. All EULA references to “Licensor” shall include Dealer Tire as an authorized sub-Licensor to you of the Accelerate Program Platform and its Content.
  2. All EULA references to the “Platform” shall specifically mean and is limited to the Platform as made available to end users of the Accelerate Program offered through Dealer Tire and its Accelerate Program participating dealers and OEMs, as applicable.
  3. All EULA references to “Content” shall specifically include Dealer Tire content made available to you through the Accelerate Program which Content constitutes the exclusive property of Dealer Tire.
  4. All EULA references to “Documentation” shall mean Documentation specific to the Accelerate Program Platform made available to you.
  5. All EULA references to “Indemnitee” shall include Dealer Tire, LLC, its business affiliates and their Accelerate Program sponsors (including participating dealerships and OEMs).

 

  1. The Term and Termination section of the EULA shall be replaced with the following:

 

“Term and Termination. This license will be in effect from the date that you first use the Platform until terminated in accordance herewith. You may terminate this license at any time by (a) deleting all instances of the Platform, the Content, and the Documentation, and destroying all copies of the Content and the Documentation, or (b) by terminating your Platform user account be emailing Licensor at support@rocked.us and privacy@dealertire.com. Your license for the Platform will also terminate immediately if you fail to comply with any term or condition of this Agreement, any applicable license fees related to your use of the Platform are not paid when due, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately (i) stop all use of the Platform, the Content and the Documentation, and (ii) delete and/or destroy the Platform, the Content and the Documentation, together with all copies thereof. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.”

 

  1. The Governing Law section of the EULA shall be replaced with the following solely as between you and Dealer Tire, LLC as the Licensor:

 

“Governing Law. This Agreement shall be governed by, subject to, and construed in accordance with, the substantive laws of the State of New York, without regard to its conflict of laws provisions. You expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. In an action arising out of or relating to this Agreement, the parties consent to the jurisdiction of the federal and state courts located in in New York, New York as well as those located in Cleveland, Ohio. The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in litigating or otherwise settling or resolving such action. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OR COLLECTIVE ACTION WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING DIRECTLY OR INDIRECTLY FROM THE ACCELERATE PROGRAM, YOUR ACCESS TO OR USE OF THE PLATFORM AND ITS CONTENT, OR THIS AGREEMENT.”

 

  1. The Privacy Policy section of the EULA shall be replaced with the following:

 

“Privacy Policy. Licensor will only collect, use and process your personal information in compliance with applicable privacy laws. Dealer Tire LLC’s collection and use of your personal information shall be governed by the Dealer Tire Privacy Policy (the “Dealer Tire Privacy Policy”) available at https://www.dealertire.com/privacy-policy/ which discloses and explains how Dealer Tire collects, processes, and uses personal information. The Dealer Tire Privacy Policy is hereby incorporated by reference. RockED’s collection and use of your personal information shall be governed by the RockED Privacy Policy (the “RockED Privacy Policy”) available at https://www.rocked.us/privacy-policy which discloses and explains how RockED collects, processes, and uses personal information. The RockED Privacy Policy is hereby incorporated by reference. By accepting these Supplemental EULA terms, you are specifically consenting to Dealer Tire and The RockED Company Inc. sharing the following personal information with one another for the purposes of administering your access to and use of the Accelerate Program, or as otherwise permitted by applicable law: first name, last name, LMS or OEM ID, employment information, role, years of experience and email address. This ongoing consent is required to provide you with continued access to the Accelerate Program You may withdraw this consent at any time by terminating your Platform user account and license to use the Accelerate Program.”