ROUTEMENOW WEBSITE TERMS OF USE


This RouteMeNow website (the “Website”) is owned by Runzheimer International Ltd. (“Runzheimer”) and your access to the Website is subject to the following Terms of Use (including Runzheimer’s Privacy Policy), which may be updated from time to time without notice to you. By accessing any material on the Website or using any of the services provided, you agree that you have read, understand and agree to be bound by the Terms of Use then in effect. You can determine when the Terms of Use were last revised by checking the date at the bottom of these Terms of Use. If you do not agree with the Terms of Use, do not use of the Website or any of the services provided.

  1. Runzheimer’s Proprietary Rights. Except for User Submissions (as defined below), the information and materials provided on and through the Website, including, without limitation, any trademarks, copyrights, data, text, graphics, images, audio and video clips, logos, icons, software and links (collectively, “Materials”), are owned by or licensed to Runzheimer and shall remain the property of Runzheimer and its licensors and suppliers, as applicable. Unless otherwise indicated, the Materials are protected, without limitation, pursuant to U.S. and foreign intellectual property laws. Except as expressly permitted in these Terms of Use, you may not copy, reproduce, republish, post, transmit, distribute, display or perform (publicly or otherwise), prepare derivative works of, modify, make, sell, offer to sell, import or otherwise exploit any Materials from Runzheimer or the Website. Runzheimer will aggressively enforce its intellectual property rights.

  2. User Submissions. You may provide content, communications or other information (“User Submissions”), which may be shared and/or published on the Website. Whether or not User Submissions are published, Runzheimer does not guarantee the confidentiality of any User Submissions. Runzheimer does not endorse any User Submission or any opinion or statement expressed therein. Runzheimer expressly disclaims any and all liability in connection with any and all User Submissions. By submitting User Submissions to Runzheimer you hereby grant and agree to grant to Runzheimer a perpetual, irrevocable, fully paid-up, transferable, sub-licensable (through multiple levels), worldwide license to use, reproduce, distribute, display and perform (publicly or otherwise), prepare derivative works of and modify, make, sell, offer to sell, import and otherwise use and exploit all or any part of such User Submissions in any form or media (now known or later developed) for any purpose, commercial or otherwise, without compensation or other obligation to you except as otherwise required by Runzheimer’s Privacy Policy. You acknowledge that Runzheimer owns all right, title and interest in any compilation, collective work or derivative work created using or incorporating User Submissions. You represent that User Submissions are and will be accurate, current and complete when provided to Runzheimer. In connection with User Submissions, you represent and warrant that (i) you have the power and authority or capacity to use and authorize Runzheimer to use all proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by the Website and (ii) submission and use of User Submissions in the manner contemplated by the Website do not and will not violate any law, rule or regulation or infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third party.

  3. Non-Confidential Materials. Except as provided in the Privacy Policy, Runzheimer does not want to receive any confidential information from you through the Website. Any User Submissions or other information you transmit or post to the Website or send via e-mail to Runzheimer will be considered non-confidential. Runzheimer will have no obligations with respect to the User Submissions. Runzheimer and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the User Submissions and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purpose.

  4. Links to Third Party Websites. The Website contains links to other Internet websites, which may not be owned or operated by Runzheimer. Runzheimer has not reviewed all of those websites or their content. Runzheimer does not endorse or make any representation about those websites or their content, information, software or other products or materials. If you decide to access any of those websites linked to the Website, you do so entirely at your own risk.

  5. Jurisdictional Issues. The Website is solely directed to individuals residing in the United States. Runzheimer makes no representation that materials available on or through the Website are appropriate or available for use in other locations. If you choose to access the Website from other locations, you do so on your own initiative and at your own risk, and are responsible for compliance with applicable laws. Runzheimer reserves the right to limit the availability of the Website and the provision of any service, program or other product described on the Website to any person, geographic area or jurisdiction, at any time and in its sole discretion.

  6. Termination. Runzheimer may terminate your use of the Website, or any part of it, at any time and for any reason without any notice to you. Neither Runzheimer nor any of its affiliates will be liable to you for any termination of your access to any part of the Website.

  7. Disclaimers and Limitation of Liability. THE WEBSITE, INCLUDING ANY MATERIALS CONTAINED WITHIN OR OBTAINED THROUGH THE WEBSITE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND THE INFORMATION RECEIVED THROUGH IT. FURTHER, RUNZHEIMER MAKES NO REPRESENTATION WHATSOEVER ABOUT OTHER WEBSITES WHICH MAY BE ACCESSED THROUGH THE WEBSITE. RUNZHEIMER DOES NOT WARRANT THE QUALITY, VALIDITY, ACCURACY OR COMPLETENESS OF THE MATERIALS OR THAT THE FUNCTIONS CONTAINED ON THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT DEFECTS OR INACCURACIES WILL BE CORRECTED OR THAT THE WEBSITE, THE SERVER(S) ON WHICH THE WEBSITE IS HOSTED OR THE MATERIALS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE WEBSITE, AND ALL CHARGES RELATED THERETO. NO OPINION, ADVICE OR STATEMENT OF RUNZHEIMER OR ITS AFFILIATES, AGENTS OR VISITORS, WHETHER MADE ON THE WEBSITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE WEBSITE AND ANY MATERIALS PROVIDED THROUGH THE WEBSITE IS ENTIRELY AT YOUR OWN RISK.

    If a situation arises in which the Website’s completeness or correctness is in question, please contact Runzheimer using the “Suggestions?” page with, if possible, a description of the material to be checked and the location (or the Uniform Resource Locator (“URL”)) where such material can be found on the Website.

  8. Limitation of Liability. RUNZHEIMER AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE OR THE MATERIALS CONTAINED ON THE WEBSITE OR ANY MATERIALS OBTAINED THROUGH THE WEBSITE, EVEN IF RUNZHEIMER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR THE MATERIALS IS TO STOP USING THE WEBSITE AND THE MATERIALS.

  9. Indemnification. You agree to indemnify, defend (if Runzheimer so request) and hold Runzheimer, its affiliates and their directors, officers, employees, consultants, agents and other representatives (each an, “Indemnified Party”), harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees and other legal costs) and other expenses (collectively, “Losses”) that arise directly or indirectly out of or from (a) your breach of these Terms of Use, including any violation of the Code of Conduct, below; (b) any allegation that any information or materials you submit to Runzheimer or transmit to the Website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property, privacy or other rights of any third party; and (c) your activities in connection with the Website. You also agree to reimburse each Indemnified Party on demand for any Losses incurred by such Indemnified Party to which this indemnity relates.

  10. Code of Conduct. While using the Website and materials, you agree to comply with all applicable laws, rules and regulations. You agree not to:

    • Restrict or inhibit any other visitor from using the Website, including, without limitation, by means of “hacking” or defacing any portion of the Website.
    • Transmit or otherwise make available in connection with the Website:
      • any content or information that is fraudulent, threatening, intimidating, abusive, libelous, defamatory, obscene, indecent, pornographic or otherwise objectionable or would give rise to criminal or civil liability;
      • any material, non-public information about companies without the authorization to do so;
      • any content or information that encourages conduct that constitutes a criminal offense or that encourages or provides instructional information about illegal or potentially illegal activities;
      • any content or information that is or may be protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express consent of the owner of such right; or
      • any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication.
    • Engage in spamming or flooding;
    • Transmit any software or other materials that contain any viruses, worms, trojan horses, easter eggs, web bugs, cancelbot, “spyware,” defects, date bombs, time bombs or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment or any other actually or potentially harmful, disruptive or invasive code or component.
    • Interfere with or disrupt the operation of the Website or the servers or networks that host the Website or make the Website available or disobey any requirements, procedures, policies or regulations of such servers or networks.
    • Impersonate any person or entity, including, but not limited to, any of Runzheimer’s agents or representatives, falsely state or otherwise misrepresent your affiliation with any person or entity or express or imply that Runzheimer endorses any statement you make, without its prior written consent.
    • “Frame” or “mirror” any part of the Website without Runzheimer’s prior written consent.
    • Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way determine, archive, reproduce or circumvent the navigational structure or presentation of the Website or its contents.
    • Create a database by systematically downloading and storing all or any of the materials from the Website.
    • Interfere with or violate any other Website visitor’s or user’s right to privacy or other rights or harvest or collect information about Website visitors or users without their express consent.


  11. Miscellaneous. These Terms of Use are governed by and construed in accordance with the laws of the State of Wisconsin, United States of America, without regard to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in the County of Milwaukee, Wisconsin, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of these Terms of Use is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between Runzheimer and you relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between Runzheimer and you with respect to such subject matter. These Terms of Use are not assignable, transferable or sub-licensable by you except with Runzheimer’s prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. Runzheimer may revise these Terms of Use without notice at any time. You should visit this page from time to time to review the then-current Terms of Use because they will be binding on you and your use of the Website.

  12. Questions. The Website is provided by Runzheimer. If you have any questions, comments or complaints regarding these Terms of Use or the Website, please contact Runzheimer using the “Suggestions?” page.

Adopted January 23, 2009

Copyright © 2009 Runzheimer. All Rights Reserved