SCILICET™ Terms of Use

Revised: January 1st, 2020

These Terms of Use (“Terms”) govern your use of the SCILICET website (“Site”) and any other websites or services offered by SCILICET (“Services”) and to which these terms are applied.  SCILICET (“Company” “we” or “us) provides the Site and Services.  You” refers to you as a user of the Site or Services.

  1. Acceptance of Terms

Your right to use SCILICET’s Site and Services is conditioned upon your acceptance of these Terms.  By accepting these terms, you agree to comply with and be bound by these Terms.  If you do not agree to be bound by these Terms, you must not use and/or cease use of the Site and Services immediately.

If you are entering into these Terms on behalf of your employer or acting as an employee, you warrant that you are authorized to enter into legally binding contracts on behalf of your employer.  You further warrant that your employer agrees to be bound by these Terms.

SCILICET reserves the right to change these Terms without notice, and you agree to be bound by such changes. It is your responsibility to check these Terms regularly for changes.

  1. Eligibility

You must be an Account Holder or an Authorized User to use the Site or Services.  An Account Holder is a Dealer or Manufacturer who has executed a Subscription Agreement and set up an account to use the Site or Services. A “Dealer User” is an Account Holder who is a dealer, or an Authorized User of the dealer’s account. A “Manufacturer User” is an Account Holder who is a manufacturer, or an Authorized User of the manufacturer’s account. An “Authorized User” is an employee or agent of the Account Holder (Dealer or Manufacturer) who has the account holder’s authorization to use its account to access the Site or Services.  Authorized Users must be at least 18 years old and present in the United States at the time of use.  The Account Holder is responsible for their Authorized User’s use of the Site and Services, including ensuring that the Authorized User understands and complies with these Terms.

  1. Representations and Warranties

By using our Site or Services, you represent and warrant that:

  1. You are an Account Holder who has executed a Subscription Agreement, or an Authorized User.
  2. If you are  a Dealer or Manufacturer Account Holder, you use the Site or Services solely within the scope of your normal business operations.  If you are an Authorized User, you use the Site or Services solely within the scope of your employment for a Dealer or Manufacturer Account Holder.
  3. You maintain the confidentiality of the Site and Services.  You do not share access to the Account Holder’s account with anyone other than an Authorized User of the account.  You do not disclose any information that you obtain from the Site or Services to anyone other than the Account Holder.
  4. You are authorized to share with us any Third Party Information that you input into our Site.  Third Party Information” is any information that personally identifies an individual or business, including but not limited to their name, e-mail, phone number, IP address, vehicle of interest, incentive request, and other personally identifiable information.
  5. You comply with all applicable laws, including data and privacy laws.
  6. The information that you input into the Site, including Third Party Information, is accurate.

Additionally, if you are an Account Holder, you represent and warrant that the Authorized Users of your account understand and comply with these Terms.

  1. Terms Specific to Dealer Users who Input Third Party Information

If you input or otherwise make available Third Party Information through our Site and Services, you hereby authorize SCILICET to use that Third Party Information to: (1) contact individuals whose Third Party Information you make available through the Site and Services to offer them rebate information; (2) compile the Third Party Information, run analytics, and develop statistical analyses and market forecasts that may be provided to other Authorized Users; and (3) allow Manufacturer Users to access Third Party Information that you associate with such Manufacturer User.

  1. Terms Specific to Manufacturer Users

You have the right to use Third Party Information that you access through our Site and Services solely for the purpose of structuring an incentive and preparing an offer for an incentive.  Any other use of Third Party Information is expressly prohibited and constitutes a violation of these Terms.

To the extent you agree to provide an incentive through the Site and/or Services upon request from a Dealer User, you are bound by such agreement.  To the extent you make an offer through the Site and/or Services to a Dealer User to provide an incentive, you are bound by the offer upon acceptance by the Dealer User. 

  1. Fees

By using the Site and the Services, you agree to pay the associated fees as set forth in your Subscription Agreement which incorporates these Terms.

  1. Prohibited Use of the Site and Services

When you use the Site or Services, you may not:

  1. violate any law or regulation;
  2. violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
  3. post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
  4. send unsolicited or unauthorized advertising or commercial communications, such as spam;
  5. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site or Services;
  6. transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
  7. stalk, harass, or harm another individual;
  8. impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
  9. use any means to scrape or crawl any Web pages contained in the Site;
  10. attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;
  11. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or
  12. advocate, encourage, or assist any third party in doing any of the foregoing.
  1. Ownership and Intellectual Property Rights
  1. Ownership of the Site and Services.  Excluding Third Party Information, we own or license all rights, title, and interest in and to (a) the content (e.g., audio-visual content, photographs, audio, images, illustrations, graphics, video, copy, and any other content), code, software, data and materials displayed on or otherwise made available or accessible through the Site and/or Services, including as contained in any advertisements, and the “look and feel” of such content (“Our Content”); and (b) our trademarks, logos, trade dress, and brand elements (“Marks”).  The Site and Services, Our Content, and Marks are all protected under U.S. and international laws.  You acknowledge that we own all intellectual property rights in Our Content and Marks (“SCILICET IP”).  Neither your use of the Site and Services, nor anything in these Terms, shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use, copy, distribute, or create derivative works of, any of Our Content or Marks without our express written permission.
  2. Data.  SCILICET owns any and all data, statistics, content, and information, and any derivatives or aggregations thereof, in any form or medium, that is collected, downloaded, uploaded or otherwise received, directly or indirectly, from you or by or through the Services, including any data, content, and information derived, processed or generated by the Services based on an Authorized User’s use of and access to the Services (collectively “Data”).  You are permitted to use Data delivered to you through the Site and/or Services only on the Site.  You may not copy, reproduce, distribute or create derivative works from this content.  No rights or licenses are granted to you to use the Data, except as expressly set forth herein, and SCILICET reserves all rights, title, and interest therein.
  1. Third Party Sites, Content and Services

The Site and Services may contain links to third-party websites, services and content.  The appearance, availability, or your use of any third party websites (whether in the form of a hyperlink or redirect), services platforms, data, content, or materials (“Third Party Services”) referenced or included anywhere in connection with the Site or Services does not constitute an endorsement by, or affiliation with, SCILICET.  SCILICET does not incur any obligation, responsibility or liability related to the use of any Third Party Services.

You should always read the terms and conditions and privacy policy of a third-party website before using it.  Your use of the Third Party Services is governed by the terms and conditions between you and the Third Party Service.  However, We reserve the right to restrict your access to or the availability of any Third Party Services that you access via the Site and/or Services.  If any Third Party Services you interact with obtains or collects personal information or Third Party Information from you, in no event shall we assume or have any responsibility or liability. 

  1.   Access to Your Records

In order for us to maintain a high quality Site and Services, you agree that our employees, financial professionals, third-party service providers, consultants, auditors, attorneys and other agents and representatives may have access to your use, activity and other information related to the Site and Services as reasonably needed to investigate complaints, comply with applicable laws, administer our business and to generally support your use of the Site and Services.

  1.   Privacy

Please review our Privacy Policy here http://www.scilicet.com/privacy.  You are responsible for maintaining the confidentiality of your account information, including your username and password.  You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account.  We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

  1.   Changes to the Site or Services

We reserve the right to update the Site and Services often.  We may change or discontinue the Site or Services at any time, with or without notice to you.

  1.   Termination

We reserve the right to not provide the Site or Services to any person.  We also reserve the right to terminate any user’s right to access the Site or Services at any time, in our discretion.  If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

  1.   Disclaimer and Limitations on Our Liability

THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN PARTICULAR, OUR COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES.  OUR COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY:  (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

You understand and agree that we have entered into these Terms with you and provided you access to our Site and Services in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

  1.   Indemnification

You agree to indemnify and hold harmless our company and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you or anyone using your account.  If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

  1.   Arbitration Agreement & Waiver of Certain Rights

You and SCILICET agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings.  You and SCILICET hereby waive any right to a jury trial of any Claim (defined below).  All controversies, claims, counterclaims, or other disputes arising between you and SCILICET relating to these Terms or the Offerings (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”).  The arbitration will be heard and determined by a single arbitrator.  The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.  The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

This arbitration agreement does not preclude you or SCILICET from seeking action by federal, state, or local government agencies.  You and SCILICET also have the right to bring qualifying claims in small claims court.  In addition, you and SCILICET retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor SCILICET may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim.  Claims may not be arbitrated on a class or representative basis.  The arbitrator can decide only your and/or SCILICET’s individual Claims.  The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect.  No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement.  Such a waiver shall not waive or affect any other portion of this Terms.  This Section of the Terms will survive the termination of your relationship with SCILICET.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.  OTHER RIGHTS THAT YOU OR SCILICET WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

  1.   Other Provisions

SCILICET reserves the right to deny or terminate access to our Site and/or Services if we have a reasonable belief that you are engaging in unlawful activity with respect to the Site or Services, or are otherwise in breach of these Terms.

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

These Terms will be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any conflict of laws rules or provisions.

You agree that any action of whatever nature arising from or relating to these Terms, the Site, or Services will be filed only in the state or federal courts located in Atlanta, Georgia.  You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

  1.   Changes to these Terms

From time to time, we may change these Terms.  If we change these Terms, we will give you notice by posting the revised Terms on the Site.  Those changes will go into effect on the Revision Date shown in the revised Terms.  By continuing to use the Site or Services, you are agreeing to the revised Terms.