Terms of use | OFFROAD

Table of Contents

Welcome to www.Offroad.ai (together with its subdomains, content, Marks and services, each as defined below, the “Site”). Please read the following Terms of Use (the "Agreement") carefully before using this Site so that you are aware of your legal rights and obligations with respect to Offroad Inc. ("Offroad", "we", "our" or "us"). By accessing or using the Site, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, this Agreement, together with the Privacy Policy which is hereby incorporated into this Agreement by reference (the date of such acceptance, the "Effective Date"). If you are using the Site on behalf of a company, organization, or other legal entity (collectively, "Company"), you represent and warrant that you have the authority to bind the Company to this Agreement. In such a case, the terms "you" and "your" will refer to both you as an individual and the Company. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not use the Site on behalf of the Company. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not access or use the Site.

1. Modification.

‍We reserve the right, at our discretion, to modify this Agreement at any time. Such modification will be effective ten (10) days following posting of the revised Agreement on the Site, and your continued use of the Site thereafter means that you accept those modifications.

2. Ability to Accept.

The Site is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit or use the Site.

3. Site Access.

For such time as this Agreement is in effect, we hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Site solely for your own personal and non-commercial use, and provided that you comply with this Agreement. Except for the foregoing right, we do not grant you any right or licenses to any of our or a third party's Intellectual Property Rights.

4. Restrictions.

As a condition to your right to access and use the Site, you shall not (and shall not permit or encourage any third party to) do any of the following: (a) copy or reproduce the Site; (b) sell, assign, lease, lend, rent, distribute, or make available the Site to any third party, or otherwise offer or use the Site in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Site; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Site; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Site; (f) make a derivative work of the Site, or use the Site to develop any service or product that is the same as (or substantially similar to or competitive with) the Site; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Site; (i) take any action that imposes or may impose (at our sole discretion) an unreasonable or disproportionately large load on the Site infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Site; (j) use the Site for competitive purposes, and/or on behalf of any person or entity that competes with the activities, services, or products offered by Offroad, including but not limited to utilizing the Site to receive information, data, or insights for the development or enhancement of competing services or products; (k) engage in any activity that may excessively burden or disrupt the functioning of the Site or its supporting systems; (l) impersonate another person or entity or use a deceptive identity to mislead others about who you are or who you acting on behalf of; and/or (m) use the Site in any manner that is otherwise malicious, illegal or fraudulent; and/or (n) use the Site to infringe, misappropriate or violate any third party's Intellectual Property Rights (as defined below), or any law.

5. Account.

In order to use some of the services of the Site, you may have to create an account ("Account"). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you hereby agree: (a) to keep your Account password secure; and (b) not to misappropriate the identity of individuals, groups, or organizations or use a fake identity when creating an Account. You must notify Offroad immediately of any breach of security or unauthorized use of your Account. As between you and Offroad, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may send an email request to Offroad at general@offroad.ai.

6. Payments to Offroad.

Offroad charges for its services pursuant to its separate agreements with customers, and any fees owed for such services will be governed by the terms of the applicable customer agreement.

7. Linking.

We permit you to link to the Site provided that: (i) you link to (but do not replicate) any page on this Site; (ii) the hyperlink text shall accurately describe the content as it appears on the Site; (iii) you shall not misrepresent your relationship with Offroad or present any false information about us, and shall not imply in any way that we are endorsing you or any services or products, unless we have given you our express prior consent to do so; (iv) you shall not link from a website which prohibits linking to third parties; (v) the website from which you link to the Site does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any Intellectual Property Rights; and/or (vi) you, and your website, comply with this Agreement and applicable law.

8. Intellectual Property Rights.

8.1 Ownership.

The (i) Site (ii) content and information on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, links, interactive features, and services (collectively, the "Materials"), and (iii) the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos contained therein ("Marks"), are the sole property including Intellectual Property Rights of Offroad and/or its licensors and may be protected by Intellectual Property Rights laws and treaties. “Offroad”, the Offroad logo, and other marks are Marks of Offroad or its affiliates. All other Marks used or appearing on the Site are the Marks of their respective owners. We reserve all rights not expressly granted in and to the Site. This Agreement does not transfer any Intellectual Property Rights of Offroad and/or its licensors.

8.2 Feedback.

If Offroad receives any feedback (which may consist of questions, comments, suggestions or the like) regarding the Site (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Offroad and such shall be considered Offroad's Confidential Information. You hereby irrevocably and unconditionally transfer and assign to Offroad all Intellectual Property Rights you have in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Offroad at its sole discretion provided. Without derogating from the above Offroad in no way shall be obliged to make use of the Feedback.

8.3 Use of Materials.

Materials on the Site is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Materials you must retain all copyright and other proprietary notices contained therein. In any event you wish to use, publish, copy, distribute, transmit, broadcast, display or otherwise exploit such Materials, please be in touch with us at privacy@offroad.ai in order to receive our written consent. User Submissions.

9. Responsibility.

The Site may permit the submission, hosting, sharing and publishing of content by you and other users ("User Submissions"). You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all content posted on the Site (including User Submissions) at any time and for any reason.

9.1. Ownership.

You represent and warrant that you own or have the necessary rights and permissions to use and authorize Offroad to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to technology and other intellectual property, and includes without limitation patents, copyright and similar authorship rights, personal rights (such as moral rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.

9.2. License to User Submissions.

By submitting the User Submissions to Offroad, you hereby grant Offroad a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and Offroad's business, including without limitation for publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.

9.3. Prohibited Content.

You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious or fraudulent.

9.4. Exposure.

You understand and acknowledge that when accessing and using the Site: (i) you will be exposed to User Submissions from a variety of sources, and that Offroad is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Offroad with respect to (i) and (ii) herein.

9.5. Spam.

You agree not to, and will not, use the communications systems provided by the Site to send unauthorized commercial communications and you shall be solely responsible and liable for any such unauthorized communications.

10. Information Description.

We attempt to be as accurate as possible. However, we cannot and do not warrant that the Materials available on the Site are accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Materials, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Materials. Your use of the Materials, or any part thereof, is made solely at your own risk and responsibility.

11. Third Party Content.

The Site may present, or otherwise allow you to view, access, link to, and/or interact with, content from third parties and other sources that are not owned or controlled by us (such Content, "Third Party Content"). The Site may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of such Third Party Content or third party, or by such third party of us, and nor any affiliation between us and such third party. We do not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices. Please read the terms of use and privacy policy of any third party that you interact with before you engage in any such activity.

12. Privacy.

We will use any personal information that we may collect or obtain in connection with the Site in accordance with our privacy policy which is available at www.offroad.ai/privacy-policy. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

13. Warranty Disclaimers.

13.1. This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

13.2. THE SITE (WHICH, FOR CLARITY, INCLUDES WITHOUT LIMITATION MATERIALS AND MARKS) IS PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY US AND OUR LICENSORS AND SUPPLIERS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.

13.3. IN ADDITION, NEITHER OFFROAD NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SITE; (B) THAT YOUR USE OF, OR RELIANCE UPON, THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS

13.4. YOU SPECIFICALLY ACKNOWLEDGE THAT OFFROAD SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

13.5. YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY SITE USER OR OWNER, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY SITE USER OR OWNER IN CONNECTION WITH THE SITE OR ANY USER SUBMISSION, YOU AGREE THAT OFFROAD IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. OFFROAD RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.

13.6. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, OFFROAD DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.

14. Limitation of Liability.

14.1. IN NO EVENT SHALL OFFROAD OR ANY OF OUR LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

(A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;

(B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;

(D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

14.2. THE AGGREGATE LIABILITY OF OFFROAD UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF: (A) FIVE U.S. DOLLARS (US $5), AND (B) THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) TO OFFROAD DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU BRING YOUR CLAIM.

14.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF OFFROAD HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.

14.4. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply. Furthermore, nothing in this Agreement shall be deemed to exclude or limit liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.

15. Indemnity.

You agree to defend, indemnify and hold harmless Offroad and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site; (ii) your User Submissions; or (iii) breach of any provision of this Agreement.

16. Term and Termination.

16.1. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term").

16.2. We reserve the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of the Site (or any part thereof), for any reason whatsoever, at any time, and without notice or obligation to you, and you agree that Offroad shall have no liability to you or any third party for any such termination, modification, suspension, or discontinuance. Without this Agreement Terms, Offroad reserves the right to suspend your access to the Site and its services temporarily until such breach is cured, or indefinitely if deemed to be permitted by Offroad. Suspension may occur without prior notice and is at the sole discretion of Offroad.

16.3. You may terminate this Agreement at any time and for any reason. If you object to any term or condition of this Agreement or any subsequent changes thereto, or become dissatisfied with the Site in any way, your sole remedy is to terminate this Agreement and to immediately discontinue use of the Site.

17. Consequences of Termination and Survival.

Upon termination of this Agreement your right to access and use the Site will automatically terminate and be deemed revoke. Sections 8 (Intellectual Property Rights) through 25 (Entire Agreement) inclusive shall survive any termination of this Agreement. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

18. Independent Contractors.

You and Offroad are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Offroad. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Offroad.

19. Assignment.

‍Offroad may assign or transfer this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign or transfer (or in any other way transfer) this Agreement (or any of your obligations or rights hereunder) without Offroad’s express prior written consent. Any prohibited assignment or transfer shall be null and void.

20. Governing Law and Place of Jurisdiction.

This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed.

21. Class Action Waiver.

‍To the fullest extent permitted by applicable law, you agree to bring claims against Offroad only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney general proceeding. Unless both you and Offroad agree otherwise in writing, no court or adjudicator may consolidate more than one person’s claims or otherwise preside over any form of a class, collective, consolidated, representative, or private attorney general proceeding.

22. Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

23. Remedies.

Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

24. Waiver.

No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Offroad, the writing must be duly signed by an authorized representative of Offroad), and shall be valid only in the specific instance in which given.

25. Entire Agreement.

This Agreement represents the entire agreement between Offroad and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Offroad with respect to such subject matter; provided, however, that if you and Offroad have entered into a separate executed written agreement governing services provided by Offroad, then such executed agreement shall govern solely with respect to any terms that explicitly state that they supersede or override this Agreement. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement; for example, statements and explanations in any FAQs or other marketing material on the Site (defined below) are for convenience only, and are not binding or a part of this Agreement.