Condition Now CPO User Agreement

This Condition Now User Agreement (Agreement) is made by and between Condition Now LLC  (“Condition Now”, “us,” or “we,”)  located at 3848 Lehigh St Suite B Whitehall PA 18052 and the Company or Organization listed in the Order Form  (“Shop” or “you”) and is effective as of the earliest of the Date you access the Condition Now software, the date on which you accept the terms of the Order Form by execution of the form or via email. This Agreement governs your participation in the Condition Now Platform, allowing you access to the platform portions of the web site located at address listed in Order Form (the Site). This Agreement is in addition all Terms of Service and Privacy Policies on the Site. The Site is operated by Condition Now.

Condition Now will provide access to the Condition Now application (“Platform”) to the Shop upon your acceptance of the terms and conditions of this Agreement and the Terms of Use for the Site. Access to the Platform may be terminated by Condition Now at any time, including but not limited to failure of the Shop to abide by the terms of this Agreement.

Your registration for, and use of, the Site and the Platform is deemed to be your agreement to abide by this Agreement including any materials available on Site by reference herein, including but not limited to Condition Now’s Terms of Use, Terms of Service, Privacy Policy, and security policies, as modified from time to time by Condition Now at its sole discretion.

 If you do not agree to accept and abide by this Agreement, then You should not access or use the Platform.

Condition Now grants Shop, a limited non-exclusive, non-transferable right and license to use to use the Platform and the Site.

 In the event of any inconsistency between this Agreement and the Privacy Policy, the terms of this Agreement shall govern.

Based on the foregoing and in consideration of the promises and covenants set forth in this Agreement, and other good and valuable consideration the receipt and sufficiency of which is acknowledged by the Parties, and intending to be legally bound, the Parties agree as follows:

Definitions:

Access means the connection to and use of the Condition Now Platform via a smartphone application or Internet web browser in accordance with the terms and conditions of this Agreement.

Content means the information, photographs, illustrations, audio and visual information, animations, flash files, data files, documents, software, applications, developer tools, code snippets, products and services contained or made available to Shops in the course of Access to the Platform.

Shop means Auto Repair and/or Dealership being provided Access to the Platform, including but not limited to the authorization of User(s) to Access the Shop’s Account and the Platform.

Shop Reports means any Content, data, information or material provided or submitted by the Shop and Users authorized by the Shop to the Platform in the course of entering information into the Platform, including written reports, certifications, photographs data files, other documents or the like.

Effective Date means the date this Agreement is accepted by Member opting in to become a registered Shop accessing the Condition Now Platform.

Condition Now means Condition Now LLC.

The Application, Platform or System means the Condition Now online system that Condition Now operates that allows Auto Repair and Dealerships (“Shops”) to access the system to upload reports on repairs made to vehicles via a smartphone application or web browser.

Condition Now Platform includes Condition Now’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available by Condition Now in providing access to the Platform to Shops.

Intellectual Property Rights means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other forms of intellectual property rights, any derivatives thereof, and all forms of protection of a similar nature anywhere in the world.

You or Your refers to the Shop that has registered as a Shop on the Application to upload Vehicle repair reports that is a Party to this Agreement.

Application Access and Use:

Condition Now will provide Access to the Application to the Shop in accordance with the terms and conditions of this Agreement.

The Shop will establish an Account to register and to authorize Users identified by the Shop to have Access to the Platform. Shop will provide true, accurate, current and complete information in establishing the Account, and will maintain and promptly update the Account information to keep it true, accurate, current and complete.

The Shop is responsible for all activity by Users authorized to use the Shop Account, including compliance with all applicable laws and regulations in connection with Access to the Platform.

The Shop represents and warrants that all Shop Reports uploaded to the Platform are true, accurate, and current and complete and do not contain any misleading information.

The Shop understands that Condition Now will be providing information provided by the Shop to Condition Now customers and that Condition Now is relying on the accuracy, honesty and completeness of all Shop Reports and Content provided by the Shop.

Condition Now owns all right, title and interest, including all related Intellectual Property Rights, in and to the Platform and all data loaded to the Platform.

Condition Now reserves the right to terminate the Shop’s access to the Platform at any time without requirement to provide prior notice or reason for termination of Access.

Indemnity:

The Shop shall indemnify and hold harmless Condition Now and its affiliates, officers, directors, employees, attorneys, agents, licensors, and their affiliates from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

Any use of Access to the Platform by the Shop or any person using the Shop’s user name and passwords, whether or not authorized by You, not arising from the negligence of Condition Now Your breach of any of the terms of this Agreement; or Any and all claims resulting from any fraudulent information or documents or gross negligence regarding the Data contained in any Shop Report or other information uploaded to the Site, whether by intentional action or gross negligence, including but not limited to claims or harm to the reputation of Condition Now.