Terms and Conditions
The parties shown above hereby agree that DEALER has engaged R&A to provide DEALER personnel with limited access to Achieving F&I Excellence Online!™ training modules on a weekly basis, or as new training modules become available. This Agreement shall commence with the Program Launch Date indicated at registration for a term of twelve (12) months. Thereafter, this Agreement will automatically renew absent notice of termination by either of the parties.
R&A owns Achieving F&I Excellence Online!™ training modules and all content including related copyrights, trademarks and business methods. R&A is in the business of licensing Achieving F&I Excellence Online!™ to dealerships. DEALER wishes to enter into an agreement to use Achieving F&I Excellence Online!™ in the location(s) indicated in the Terms and Conditions. R&A gives express permission to DEALER to utilize Achieving F&I Excellence Online!™ at location(s) indicated in the Authorized Locations section of this agreement only for the duration of this Agreement.
R&A grants DEALER the right to use Achieving F&I Excellence Online!™ in the location(s) for the term of this Agreement and under the terms and conditions of this Agreement. DEALER may NOT use Achieving F&I Excellence Online!™ at any other location, whether or not said location is owned by, or affiliated with the DEALER, if that location is not listed in, and part of, this agreement. DEALER agrees that this license is granted by individual location, and only those locations listed in this Agreement may utilize Achieving F&I Excellence Online!™. DEALER further agrees to the terms of the license as stated herein.
1. Grant of Rights
R&A hereby grants DEALER the right to use the Achieving F&I Excellence Online!™ as stated on page one of this Agreement, and as follows: R&A owns trademarks and service marks, including Achieving F&I Excellence Online!™, as well as the expressions of these marks (collectively “Marks”). R&A owns the copyright for Achieving F&I Excellence Online!™, the techniques and the instructions contained therein (“Works”); and R&A owns potential patentable processes for Achieving F&I Excellence Online!™ as a business method (“Methods”). R&A grants DEALER the right to use the Marks, Works and Methods in the location(s) listed for the term of this Agreement and under the terms of this Agreement.
Upon termination of Agreement, DEALER agrees to delete any and all electronically stored copies of Achieving F&I Excellence Online!™ or any related materials from any computer or system at any location within control of DEALER. Following the termination of this Agreement, DEALER further agrees it will not use Achieving F&I Excellence Online!™ Marks, Works, or Methods, or any documents, data or materials in any form supplied by R&A.
DEALER may not alter, or use, the Marks, Works or Methods in any manner inconsistent with this Agreement. DEALER may not reproduce the Marks, Works or Methods without express written permission from R&A. DEALER shall have no rights or authority to sublicense, rent, time-share, lease, lend, or grant any rights to third parties with respect to the Marks, Works or Methods. DEALER shall not use the Marks in any way that alters, obscures, or interferes with the visibility of the Marks, nor use the Marks in any manner inconsistent with this Agreement. R&A shall approve any use of the Marks, including the Marks' use on any media not included in Achieving F&I Excellence Online!™, such as on DEALER's website. DEALER's use of the Marks is restricted to the terms of this Agreement, and shall not be used for any illegal, immoral or scandalous purpose. R&A's intellectual property cannot be used absent prior written approval by R&A.
4. Enhancements / Improvements
Any enhancements, improvements, or derivative works of R&A's Marks, Works or Methods shall be deemed to be automatically and fully vested in R&A, and considered property of R&A subject to the terms of this Agreement. To the extent necessary, DEALER grants all such rights to R&A, and promises to assign or otherwise execute any agreements or assignments necessary to effectuate a transfer of any rights DEALER may have in the enhancements or improvements.
R&A shall offer initial and ongoing assistance to DEALER, as R&A, in its sole judgment, deems reasonable and necessary. DEALER is solely responsible for the successful implementation of Achieving F&I Excellence Online!™ within DEALER's organization.
Upon termination of this Agreement, DEALER shall provide R&A a notarized statement certifying the deletion of stored materials related to Achieving F&I Excellence Online!™ Should DEALER fail to provide such statement, R&A will be granted access to DEALERS premises (under supervision of DEALER), including, but not limited to its computers and information systems, in order for R&A to ensure that DEALER has complied with the provisions of this Agreement requiring the deletion of stored materials related to Achieving F&I Excellence Online!™.
7. Assignment and Transferability
This Agreement is not transferable by DEALER. R&A may sell, assign, lease, sub-lease or otherwise dispose of its interest in this Agreement, whether in conjunction with the sale of assets, or apart from the sale of assets.
8. Indemnity, Confidentiality, and Non-Circumvention
DEALER agrees to indemnify and hold R&A harmless against any loss, expense, or damages (including reasonable attorney's fees) incurred by R&A because of claims relating to or arising from DEALER's conduct, including without limitation (a) any violation of this Agreement by DEALER; or (b) any illegal violation of the intellectual property rights of R&A or any third party under copyright, trademark or patent law of the United States or any other country. DEALER agrees to hold Achieving F&I Excellence Online!™ Works and Methods in confidence and not, apart from this Agreement, use the information learned through Achieving F&I Excellence Online!™ commercially for its own benefit or anyone else's benefit. DEALER further agrees not to use the information contained in Achieving F&I Excellence Online!™ for the purpose of developing or creating a similar product or training method. DEALER agrees that it will not give-away, sell, teach, share, publish, or promote, a program or technique similar to Achieving F&I Excellence Online!™ which is not licensed from R&A, nor will DEALER utilize the Marks, Works or Methods to compete with R&A.
9. WOW Warranty
By providing 30 days written notice to R&A, DEALER may terminate this Agreement at any time prior to expiration if DEALER or the dealership is not WOW'd with Achieving F&I Excellence Online!™ provided by R&A. In such event, DEALER's only obligation to R&A is to pay for services performed and expenses incurred through the date of R&A's receipt of such written termination notice. R&A shall also retain all monies previously paid by DEALER hereunder for services performed prior to termination. 10. Miscellaneous This Agreement shall be governed by and construed according to the laws of the State of Tennessee. The parties irrevocably consent to the personal jurisdiction of the State of Tennessee and agree that the sole venue for any court action filed in connection with, related to, or arising out of this Agreement or its subject matter shall be in the Chancery Court of Hamilton County, Tennessee. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY AND ALL ISSUES FILED IN CONJUNCTION WITH, RELATED TO, OR ARISING OUT OF THIS AGREEMENT OR ITS SUBJECT MATTER.
11. Entire Agreement
This Agreement contains the entire agreement between the parties and supersedes all prior understandings or written or oral agreements between the parties with respect to the subject matter hereof. No representations were made or relied upon by either party, other than those expressly set forth herein. No modification or amendment of this Agreement shall be valid unless in writing and signed by a duly authorized R&A representative.
12. Authorized Location(s) / Users as per submitted registration.