Terms of Use

Effective January 16, 2019

Welcome to DriverCentral! The website drivercentral.io, including the user accounts portal, and any other website where we post these terms (the “Service(s)”) are owned and operated by DriverCentral LLC, which serves as a sales platform for third party drivers and offers support services to dealers ("DriverCentral," “us,” or "we").  The software drivers available through our Services are to be used only on specifically defined 3rd party platforms which are currently Elan, Control4, RTI, and Q-Sys, which we refer to as “Platform Companies.”  The following are the terms and conditions of use ("Terms") that govern the use of our Services and DriverCentral’s other policies, including the Privacy Policy, are incorporated into these Terms by reference.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OR ACCESSING OUR SERVICES OR MAKING ANY PURCHASE ON THE SERVICES. BY CONTINUING TO USE THE SERVICES, YOU AGREE TO THESE TERMS. Certain areas of the Services may contain or require additional terms and conditions, including, if applicable, any product purchase terms and conditions. Access to the Services by third-party suppliers (“Developers”), and dealers who make purchases through the Services (“Dealers”) (collectively, “Users”) is governed at all times by these Terms. If you access our Services on mobile devices, you understand that your mobile carrier’s standard charges will apply.

Generally

We reserve the right, at our discretion, to alter or remove content or features on the Services, as well as change, modify, add, or remove portions of these Terms at any time. This may include initiating or changing fees or charges for use of the Services or portions thereof.

Any changes we make will be effective immediately upon notice, which we may provide by any means including, without limitation, posting a revised version of these Terms on the Services. Please check these Terms periodically for changes. Your continued use of the Services following the posting of changes to these Terms will mean you accept those changes. You can identify the most recent version of the Terms by looking at the effective date.

As long as you comply with the Terms, DriverCentral grants each account holder a non-exclusive, non-transferable, limited privilege to enter and use the Services.

Content Ownership and Licenses

We are the owner or licensee of all content contained on the Services, which includes, without limitation, all, drivers offered by Developers (which remain owned by the Developers thereof), computer code, graphics, user interfaces, visual interfaces, text, images, photographs, videos, illustrations, logos, trademarks, service marks, and the design, selection, coordination, expression, and arrangement thereof (collectively, “Content”). The Services and Content contained herein are protected by copyright, trademark, patent, trade dress, and other United States and international intellectual property and unfair competition laws. By using the Services, you acknowledge that you do not acquire any ownership rights to the Services or any Content. You may not use the Content contained on this Service in connection with any product or service not offered by us or the User supplying the product, service, or Content. Users are not granted any license or right to use the Content for any unauthorized purposes.

Except as expressly provided in these Terms (or the terms applicable to the purchase of any product or service (the “Purchase Terms”), no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or otherwise distributed (including “mirroring”) to any other device, website, or other medium or for any commercial enterprise, without DriverCentral’s express prior written consent.

You are granted a limited license to download and use any Content describing drivers or other offerings on our Services  (including data sheets, product descriptions, and similar materials) provided that you (i) do not remove any proprietary notice language contained in such materials; (ii) do not modify, reproduce, display, publicly share, distribute, or create derivative works of such information; (iii) do not make additional representations or warranties relating to the materials, and (iv) use the materials for their intended purpose (e.g. to learn about and shar information with potential customers regarding drivers or other offerings on the Services). The limited license to the material is conditional upon your agreement to and full compliance with these Terms.

Service Use

In your use of the Services, you are prohibited from using any automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to (i) access, acquire, copy, or monitor any portion of the Services or any Content; (ii) to reproduce or circumvent the navigational structure or presentation of the Services or Content; or (iii) to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services.

You may not attempt to gain unauthorized access to any portion of the Services by hacking, password mining, or any other illegitimate means. You are prohibited from probing, scanning, or otherwise testing the vulnerability of the Services, from breaching the Service’s security or authentication measures, or from otherwise overwhelming or disrupting the Services through, as an example, a distributed denial of service attack or other device, software, or routine. You may not reverse look-up, trace, or seek to trace any information on any Users of the Services or otherwise exploit the Services in any way designed to reveal information, whether personal or not, that you are not authorized to access.

You may not use the Services or any Content for any unlawful or prohibited purpose or to solicit the performance of any illegal activity that may infringe the rights of DriverCentral or others.

User Accounts and Account Management

By creating an account with us, you warrant that you are over the age of 18, that you are associated with one of the Platform Companies, and that the information provided within the account is accurate, complete, and current at all times. You are responsible for maintaining the confidentiality of your account and password, including but not limited to restricting access to your account. You accept responsibility for any and all activities and actions that occur under your account and/or password, whether performed by you or by others you have authorized to use your account (as described below), and you may be held liable for losses incurred by DriverCentral or third parties due to improper use of your account as a result of your failing to keep your account information confidential and secure. If you become aware of any breach of security or unauthorized use of your account, you must notify us immediately.  We reserve the right to refuse service, terminate or suspend accounts, remove or edit content, or cancel orders in our sole discretion. It is our policy to respect the privacy of all customers. We will use information we collect in various ways, subject to our Privacy Policy. YOU ARE LIABLE FOR ALL ACTIONS TAKEN UNDER YOUR ACCOUNT. DRIVERCENTRAL DISCLAIMS ANY AND ALL LIABILITY FOR ACTIONS TAKEN BY OTHERS UNDER YOUR ACCOUNT.

In order to access certain features or portions of our Services, we may provide access to a Dealer portal and Dealer accounts that allow registered Dealers to purchase offered items and obtain additional information, as well as Developer accounts to enable registered Developers to provide Content to our Services. Any Dealer or Developer creating an account agrees to defend, indemnify, and hold DriverCentral harmless for any actions taken by any individual that you give access to your account.

All accounts must be created by authorized Dealers in the control platform for which the license is purchased and be in good standing with the Platform Company.  DriverCentral reserves the right to verify each Dealer’s account status with Platform Companies.  Companies or Individuals that do not have a valid account with one of the Platform Companies are not authorized to have an account on DriverCentral and will be subject to immediate termination of the account.

Code of Conduct

You may not use the Services to:

  1. post or distribute any material that infringes and/or violates any right of a third party or any law;
  2. advertise, sell to, or solicit others (with the exception of product postings by DriverCentral or as expressly permitted by DriverCentral);
  3. post or distribute any software or other materials that contain a virus, worms, Trojan horses, defects, date bombs, time bombs, or other harmful component;
  4. restrict or inhibit any other User from using and enjoying any features of the Services;
  5. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content displayed by, or transmitted over, the Services;
  6. transmit any material, non-public information about companies without the authorization to do so;
  7. upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  8. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, including us or any of our employees, including improper use of passwords or codes, if you are not the original recipient of such code and not authorized to use such code;
  9. use the Services or any materials contained on the Services for any unlawful purpose;
  10. interfere with or disrupt any servers or networks used to provide the Services or any features, or disobey any requirements, procedures, policies, or regulations of the networks we use to provide the Services;
  11. gain, or attempt to gain, unauthorized access to the Services, or any account, computer system, or network connected to the Services (including product web sites, whether operated by us or others), by means such as hacking, password mining, decompiling, or reverse engineering to access source code, or other illicit means;
  12. obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;
  13. gather email addresses or other personal information that has been posted by Users for marketing or for unauthorized commercial or other improper purposes;
  14. "Frame" or "mirror" the Services, or any part thereof; or
  15. use any automatic means (e.g. robot, spider, offline reader, the Services search/retrieval application, or other manual or automatic device or process) to (a) retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any content, or (b) to make multiple and repetitive inquiries to access, reload, or "refresh" transactional pages. The only exception relates to public search engines used solely to create publicly available search indices (which we may revoke such rights at any time in our sole discretion).

While using the Services, you agree to comply with all applicable laws, rules, and regulations. Please let us know if you believe someone is violating the Code of Conduct.

Submitting Content to the Services

Unless your upload is otherwise governed by the terms of a valid Developer Agreement with DriverCentral, by uploading or submitting any Content to us or the Services, you automatically grant (or warrant that the owner of such materials expressly granted) us a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from, and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called "moral rights" in those materials have been waived.  We reserve the right to remove or edit Content from the Services at any time and for any reason.

Product Information and Purchases

Any purchases made through the DriverCentral Services shall be solely through an approved and registered Dealer account. Purchases of a license to any drivers or other products or services may be subject to additional Purchase Terms set forth in the license from the Developer, which you will be able to view during the purchase process.  Please review any Purchase Terms that govern your purchase. DriverCentral’s sole obligations relating to products and services offered through the Services, including any refunds, are governed by the Purchase Terms pursuant to which such products and services were provided.

DriverCentral may change the catalogue or prices of products or services offered through the Services at any time and without notice. Information regarding drivers or other listings on the Services may sometimes be out of date and DriverCentral makes no commitment to update the offerings in any set time period. Any offerings of refunds for products will be on a case-by-case basis and may be at the Developer’s discretion.

Showroom Project

DriverCentral provides a “Showroom Project” option that will allow a single Dealer to license the majority of drivers listed on DriverCentral for the calendar year to be used solely for a single Dealer’s showroom.  In order to be eligible to participate in a Showroom Project, the Dealer must complete $250 in purchases on DriverCentral each calendar year in which the Dealer wishes to participate in a Showroom Project.  DriverCentral reserves the right to revoke or change the terms of the Showroom Project at any time. Developers have the option to have their drivers omitted from the Showroom Project option, and any drivers not available to Showroom Project participants will be charged at the standard rate.

Support Services

DriverCentral provides support services for products purchased through the Services. Any support provided shall be offered solely within our designated hours for such services. Support services are not guaranteed to remedy all product issues and DriverCentral makes no representation that support services will restore products to full functionality or address every product issue. DriverCentral support will be in the form of LiveChat during our normal business hours and a help desk system located at: https://help.drivercentral.io

Termination and Suspension

You agree that we may, without prior notice, immediately terminate your account with us for any reason whatsoever, including breach of any of these Terms, breach of a license you obtained through our Services, or without cause. We will not be liable to you or any third party for any termination of your account or of your access to the Services.  Termination of licenses to any purchases you have made through the Services will be in accordance with the Purchase Terms of such products or services.

In addition, we may grant certain Developers the right to request termination of licenses to their drivers or other products, or for us to otherwise disable access to certain Dealer accounts in the event the account holder fails to adhere to the Purchase Terms or these Terms.

Disclaimer

YOUR USE OF THE SERVICES AND ALL PRODUCTS OFFERED ON OUR SERVICES, IS AT YOUR SOLE RISK. THE SERVICES, PRODUCTS AND CONTENT ON OUR SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS OTHERWISE SET FORTH IN THE PURCHASE TERMS FOR A PARTICULAR PRODUCT OR SERVICE. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH REGARD TO THE SERVICES, CONTENT AND PRODUCTS AVAILABLE ON THE SERVICES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AND/OR PRODUCTS AVAILABLE ON THE SERVICES ARE ACCURATE, COMPLETE, OR CURRENT, OR THAT THE SERVICES WILL FUNCTION UNINTERRUPTED OR BE FREE OF DEFECTS, INCLUDING, BUT NOT LIMITED TO, VIRUSES OR OTHER HARMFUL ELEMENTS. THE USER OF THE SERVICES ASSUMES ALL COSTS ARISING AS A RESULT OF THE USE OF THE SERVICES AND YOUR SOLE REMEDY AGAINST DRIVERCENTRAL OR ANY DEVELOPER FOR ANY DISSATISFACTION WITH THE SERVICES OR ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SERVICES IS TO STOP USING THE SERVICES OR THE PRODUCT OR SERVICE. DRIVERCENTRAL SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY PRODUCTS OR SERVICES OFFERED OR SOLD THROUGH THE SERVICES AND ALL COMPLAINTS RELATING TO PRODUCTS SHALL BE DIRECTED TO THE DEVELOPER OF THOSE PRODUCTS.

The above disclaimer applies to all damages, liability, or other injuries caused by failure of performance, error, omission, interruption, deletion, defect, delay, virus, theft, destruction, unauthorized access, alteration, negligence, or any other cause of action. While we try to provide accurate information on the Services, the products, data and other information contained on the Services are subject to frequent changes and we receive information from a variety of sources that we do not control and for which we cannot be responsible. As a result, we explicitly disclaim any responsibility for the accuracy, content, or availability of information and products found on the Services or other websites that link to or from the Services.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER DRIVERCENTRAL NOR ANY OF ITS PARENTS, AFFILIATES, SHAREHOLDERS, LICENSORS, SUPPLIERS, DEVELOPERS, ADVERTISERS, OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES ("RELEASEES"), ARE OR WILL BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY 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 SERVICES AND/OR MATERIALS CONTAINED ON THE SERVICES, ANY LINKED websites, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSS OR DAMAGES WERE REASONABLY FORESEEABLE). WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT DRIVERCENTRAL SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (I) ANY FAILURE OF A DEVELOPER OR OTHER USER TO CONFORM TO THE CODE OF CONDUCT OR THESE TERMS, OR OTHER REQUIREMENTS OF DRIVERCENTRAL; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR THOSE OF OUR SERVICE PROVIDER(S) AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY BUGS, VIRUSES, WORMS, DEFECTS, OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICEFS BY ANY THIRD PARTY; (V) ANY ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY MATERIALS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES; AND/OR (VI) ANY LOST, STOLEN, OR DAMAGED PRODUCTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR MATERIALS OR ANY LINKED WEBSITES IS TO STOP USING THE SERVICES, MATERIALS, OR THE LINKED WEBSITES, AS APPLICABLE. OUR MAXIMUM LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES, LOSSES SUFFERED BY YOU, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SERVICES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

You acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT SHALL OUR OR THE RELEASEES’ TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID US OR THE RELEASEES DURING THE SIX (6) MONTHS PRIOR TO THE INCIDENT. NOTHING IN THIS CLAUSE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

Indemnification

You agree to defend, indemnify, and hold harmless the Releasees from and against all liabilities, claims, damages, costs, and expenses, including attorneys’ fees arising out of: your use of the Services; any material you post, upload, e-mail, or otherwise transmit to or using the Services; or your actual or alleged breach of these Terms.

Links/Framing

The Services contain links to other Internet websites. We provide such links for your convenience only, and we are not responsible for the content in any website linked to or from the Services. We disclaim all warranties, express or implied, as to the accuracy, legality, reliability, or validity of any content on any other such websites, and that such websites will be free of viruses or other harmful elements. You may establish a hypertext link to the Services so long as the link does not state or imply any sponsorship of your website by us. However, you may not, without our prior written permission, frame or inline link any of the Content of the Services or incorporate into another website or other service any of our material, Content, or intellectual property.

Notice of Copyright Infringement

If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Services in a manner that constitutes copyright infringement, please inform us by sending written notice to DriverCentral at address or email set forth below. The notice should comply with the Digital Millennium Copyright Act (“DMCA”) (and international intellectual property law, where applicable), and include, among other things, the following information as set forth in the DMCA, 17 U.S.C. § 512 (c)(3)(A).

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work you claim is being infringed, or, if you want to cover multiple copyrighted works in a single notice, a representative list of such works.
  • Identification of the material that you claim is infringing or is the subject of infringing activity and that you believe should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material.
  • Information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

Please send notifications of infringement by email to privacy@drivercentral.io or send them by mail to the address below.

International Users

DriverCentral administers and operates the website from its location in the United States. DriverCentral reserves the right to limit, in its sole discretion, the provision of any portion of the Services, or any product offered herein, to any person or geographic area. Any offer made through the Services is void where prohibited. If you choose to access the Services from outside the United States, you do so on your own initiative and are solely responsible for complying with any applicable local laws.

Dispute Resolution and Jurisdiction

Any dispute arising out of or relating in any way to your use of our Services or any products, services, or information you receive through our Services shall be submitted to confidential, binding arbitration in Denver, Colorado, USA pursuant to the American Arbitration Association’s Commercial Arbitration Rules. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. No arbitration under these Terms of Use may be joined with another arbitration related to the subject matter hereof. Notwithstanding the foregoing arbitration requirement, with regard to any actual or potential violation of our intellectual property rights, we may seek injunctive or other appropriate relief in the courts of Denver, Colorado, USA and you hereby consent to the exclusive jurisdiction of such courts and waive all objections thereto. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. With the exception of any matters subject to arbitration as described above, you agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Denver County, Colorado, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.  The preceding provisions regarding venue does not apply if you are a User based in the European Union. Users based in the European Union may make claims in the courts of their residential country to the extent required by applicable law.

Miscellaneous

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado and the United States, without giving effect to any principles of conflicts of law. Any waiver of any provision of these Terms must be in writing, and must be signed by the party waiving its rights in order to be valid. A waiver of any provision hereunder shall not operate as a waiver of any other provision, or a continuing waiver of the same provision in the future. If any court of competent jurisdiction finds any provision of these Terms to be void or unenforceable for any reason, then such provision shall be ineffective to the extent of the court’s finding without affecting the validity and enforceability of any remaining provisions.  With the exception of the Developer Agreement and any license terms relating to products or services obtained through our Services, these Terms represent the entire understanding and agreement between the parties relating to the subject matter herein and supersede any and all prior statements, understandings, or agreements whether oral or written, and shall not be modified except in writing, signed by you and us.

Notices

Unless otherwise provided for herein, all notices regarding any matter pertaining to this Agreement, or the policies referenced herein, including any notice of claim, summons, or subpoena will be given by first class mail or courier, postage, or air bill prepaid, and sent to address below. Notice will be deemed effective three (3) days after deposit with the United States Postal Service or courier.

Contact Information.

If you have any questions regarding these Terms of Use, please contact us at privacy@drivercentral.io or by mail at:

DriverCentral LLC
6425 W 52nd Ave Suite 1
Arvada, CO 80002

Notice for California Users. Under California Civil Code Section 1789.3, Services users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.