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A full description of our terms of use is available for your review below.
These Terms of Use (the “Terms”) form a legal agreement between you, the end user, and Element Vehicle Management Services, LLC (“Element”) which governs your use of and access to the Xcelerate for Drivers online platform and its related sites, portals, features, and content (collectively, the “Web Site”). Please read these Terms carefully before using this Web Site. The Terms apply to all Web Site visitors as an express condition of use and access thereof, and your use of this Web Site signifies your agreement with these Terms. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT GRANTED PERMISSION TO USE OR ACCESS THE WEB SITE AND SHOULD NOT USE ANY PART OR FEATURE OF THE WEB SITE. YOU ARE INSTRUCTED TO EXIT AND CEASE ALL USE OF THE WEB SITE IMMEDIATELY.
Element reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms at any time by posting an updated version of the Terms (or such other method of notice permitted or required under applicable law). By using this Web Site after we have posted notice of such modifications, alterations or updates you agree to be bound by such revised Terms (although any transaction previously submitted will be subject to the version of the Terms then in effect as of the time of submission).
Element makes the Web Site available to you pursuant to performance of a contractual Product Agreement between your employer or other organization authorizing your access (the “Client”) and Element. You represent and warrant that you have been duly authorized by Client to access the Web Site on Client’s behalf under the Product Agreement. You agree to comply with all applicable terms and conditions of the Product Agreement, in addition to these Terms, and your violation of the Product Agreement shall constitute your material breach of these Terms. Except as specifically stated herein, these Terms do not revise or otherwise affect the terms and conditions of any existing written agreement between Client and Element (including without limitation any Product Agreements). Instead, these Terms shall govern your individual use of the Web Site and apply to all individual end users visiting the Web Site.
PROPRIETARY RIGHTS AND RESTRICTIONS
This Web Site is controlled and operated by Element, on its own behalf and on behalf of its affiliates. All content on this Web Site, including, but not limited to text, images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by U.S. and worldwide copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes), and are owned and controlled by Element or its affiliates, or by third party content providers, merchants, sponsors and licensors (collectively "Providers") that have licensed their content or the right to market their products and/or services to Element.
Element grants you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Web Site solely for your lawful personal, non-commercial use under the applicable Product Agreement, subject at all times to your compliance with the Terms. You may print a copy of the content and/or information contained herein for your personal, non-commercial use only, but you may not copy, reproduce, republish, upload, post, transmit, distribute, and/or exploit the content or information in any way (including by e-mail or other electronic means) without the express prior written consent of Element and/or the applicable Provider in each instance. Without the prior written consent of Element or the Providers, your modification of the content, use of the content on any other web site or networked computer environment, or use of the content for any purpose other than personal, non-commercial use, violates the rights of the owners of copyrights, trademarks or service marks and other proprietary rights of intellectual property accessible via this Site, and is prohibited.
ADDITIONAL RESTRICTIONS
When using the Web Site in accordance with the foregoing license, you shall not directly or indirectly: (a) use the Web Site to create any service, software, or documentation that performs substantially the same functionality as or otherwise competes with the Web Site; (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any source code, algorithms, or trade secrets underlying the Web Site or any of its components; (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Web Site in any service bureau arrangement or similar commercial purposes; (d) adapt, combine, create derivative works of or otherwise modify the Web Site; (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Web Site; (f) use or access the Web Site for any unlawful, fraudulent, deceptive, malicious, or otherwise harmful or injurious purpose; (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Web Site or accompanying documentation; (h) use the Web Site in any manner which could damage, disable, overburden, or impair the Web Site or interfere with any third party’s authorized use of the Web Site; (i) engage in any “data mining,” “deep-link,” or “page-scrape,” or use “bots,” “spiders,” or similar data gathering and extraction tools or methods in connection with the Web Site; or (j) probe, scan, or test the vulnerability of the Web Site or any systems or network infrastructure connected with the Web Site, including without limitation by stress testing or penetration testing.
ACCOUNTS AND USER OBLIGATIONS
You may be required to register an account to use the Web Site or certain features of the Web Site. Each registration is for a single user only, unless otherwise expressly agreed by Element. Registration for the Web Site may also require access credentials, such as a username and a password, or adherence to other access requirements as designated by Element in its sole discretion from time to time. You agree to treat your access credentials as confidential and not to disclose such information to any third party without the express prior written consent of Element, which may be granted or withheld in its sole discretion. You shall immediately notify Element if you suspect or become aware of any loss, theft, or unauthorized use of your login credentials. Element will not be liable for any loss or damage arising from your failure (whether intentional or unintentional) to comply with these obligations.
By submitting the requested information to the registration form or similar process on the Web Site, you represent and warrant that the information you submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update your submitted account information to ensure that such information is complete, true, accurate, and current. Element reserves the right to suspend, terminate, or otherwise discontinue your account and/or pending registration if Element has reasonable grounds to suspect that any information you have submitted is untrue, inaccurate, not current, or incomplete, or that your registration, account, or use of the Web Site is in violation of applicable law or these Terms.
You represent that you are at least eighteen (18) years of age or the legal age of majority in your jurisdiction (whichever is greater). In addition, you are responsible for compliance with all applicable laws, rules, and regulations with respect to your use of the Web Site (including use of any permitted copies of the Web Site materials and information).
FEEDBACK
“Feedback” means any feedback, recommendations, enhancement requests, suggestions, testimonials, endorsements, or ideas for improvement communicated to Element by you regarding the Web Site or other of Element’s products and services. From time to time, you may voluntarily provide Feedback to Element, whether or not in response to specific requests or solicitation by Element. In such event, you grant to Element a perpetual, irrevocable, fully transferable, freely sublicensable, royalty-free, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback for any purpose in Element’s discretion without restriction. The foregoing license to Feedback shall survive the termination or expiration of these Terms for any reason.
TERM, TERMINATION, AND SUSPENSION
These Terms take effect (or re-take effect) at the earlier of: (i) the date that you first accept these Terms by registering your account for the Web Site; or (ii) moment you first access and/or log into the Web Site and use its features and functionality. The Terms terminate automatically if you fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below.
Upon termination or expiration of the Terms for any reason, all licenses granted by Element hereunder shall immediately terminate, and you must immediately cease all use of the Web Site. The provisions of the Terms concerning Element’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, injunctive relief, and governing law will survive the termination of the Terms for any reason.
Except as otherwise expressly agreed by Element in writing, the termination or expiration of the Terms shall not in any way affect the term of an applicable Product Agreement.
Element retains the right to suspend, terminate, or otherwise deny access to anyone at its discretion for any reason, including for any actual or suspected violation of these Terms and/or applicable law.
NO UNAUTHORIZED REPRODUCTIONS
You may not use, copy, or display any trademarks, service marks or copyrighted materials appearing on this Web Site, including but not limited to any logos or characters, without the express prior written consent of Element and/or the owner of such mark, copyright, or material in each instance. You may not frame or otherwise incorporate into another website any of the content or other materials on this Web Site without the separate express prior written consent of Element in each instance.
CONSENT TO ELECTRONIC SUBMISSIONS AND NOTICES
By submitting requests for orders, actions, transactions, reports and other related actions to be carried out by Element, you consent to the transmission and receipt of such submissions through electronic means. Element may provide the ability for the user to opt-out and submit the transaction through facsimile or traditional non-electronic means. You should contact Element in the event you wish to use available non-electronic transactions. If you decide after submitting an electronic request that you wish to complete the transaction through non-electronic means, you should promptly contact Element; to the maximum extent permitted under applicable law, Element will not be responsible or liable for any failure to comply with such request which results from your delay in notifying Element. Element imposes no additional fees for non-electronic transactions where prohibited.
Element may send emails or other electronic messages to you concerning your use of the Web Site. You consent to receive such electronic communications and you agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.
DATA ACCURACY; NO TAX, ACCOUNTING, OR LEGAL ADVICE
You understand that we rely on the accuracy and completeness of the requests, data and information that you, on behalf of the Client, provide us through the Web Site (including, but not necessarily limited to, data concerning personal mileage or taxable benefits). You agree to provide only accurate, current, and complete data and information to us, and to maintain the quality and timeliness of such data and information. You further represent, warrant, and agree that any requests, orders (including vehicle orders), and other actions that you perform on the Web Site have been authorized by Client and are binding on Client.
Element does not provide tax, accounting, financial, legal, or other professional advice. Any tax information provided is merely an estimate. You and Client should seek guidance from your own tax, accounting and legal professional for tax advice and should not rely on this Web Site to provide such guidance. You acknowledge that you are solely responsible and accountable for your decisions, actions, and results regarding tax, accounting, financial, legal, and other professional matters, and agree that Element shall not be held liable for any decisions made by you in reliance or with reference to any content or information that you access on the Web Site with respect to such matters.
PROVIDER SERVICES AND TERMS
Certain services, features, or components made available via the Web Site are delivered by third-party providers. By using any product, service, or functionality originating from the Web Site, you hereby acknowledge and consent that Element may share such information and data with the applicable Provider as may be required to enable and facilitate the requested third-party product, service, or functionality via the Web Site.
ELEMENT EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY PROVIDER MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE WEB SITE, AND YOU AGREE THAT ELEMENT SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY, WHETHER OR NOT FACILITATED BY OR MADE IN CONNECTION WITH THE WEB SITE.
Additional Provider notices, terms, and conditions may apply to products, services, receipt of or access to certain materials, participation in a particular program, and/or specific portions or features of the Web Site. You hereby agree that: (a) these Terms operate in addition to any terms of use imposed or required by any such Provider; and (b) the Terms supplement and do not alter or amend any such third-party terms of use. DISCLAIMER OF WARRANTIES AND LIABILITY
ALL CONTENT ON THIS WEB SITE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. OTHER THAN THOSE WARRANTIES WHICH, UNDER THE U.S. LAWS APPLICABLE TO THESE TERMS, ARE EXPRESSLY INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION, ELEMENT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ELEMENT, ITS AFFILIATED OR RELATED ENTITIES, NOR THE PROVIDERS, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, AND DISTRIBUTION OF THIS WEB SITE WARRANT THAT THE FUNCTIONS CONTAINED IN THIS WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT THAT YOU ACCESS ON THIS WEB SITE IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION ONLY. ELEMENT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEB SITE, OR AS TO THE RELIABILITY, ACCURACY OR CURRENCY OF ANY INFORMATION CONTENT, SERVICE AND/OR MERCHANDISE ACQUIRED PURSUANT TO YOUR USE OF THIS WEB SITE.
YOU EXPRESSLY AGREE THAT USE OF THIS WEB SITE IS AT YOUR SOLE RISK. YOU (AND NOT ELEMENT) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF YOUR SYSTEMS, HARDWARE, AND NETWORK INFRASTRUCTURE (WHETHER OR NOT UTILIZED IN CONNECTION WITH YOUR ACCESS TO THE WEB SITE). YOU EXPRESSLY AGREE THAT NEITHER ELEMENT, NOR ITS AFFILIATED OR RELATED ENTITIES (INCLUDING ITS PROVIDERS), NOR ANY OF THEIR RESPECTIVE EMPLOYEES, OR AGENTS, NOR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION AND DISTRIBUTION OF THIS WEB SITE, IS RESPONSIBLE OR LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY LOSS, DAMAGE, INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM THE USE OR ATTEMPTED USE OF THIS WEB SITE OR ANY OTHER LINKED SITE, CONTENT, OR INFORMATION.
BY WAY OF EXAMPLE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ELEMENT AND RELATED PERSONS AND ENTITIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM OR DAMAGE ARISING FROM FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, OR THE RELIANCE UPON OR USE OF DATA, INFORMATION, OPINIONS OR OTHER MATERIALS APPEARING ON THIS WEB SITE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ELEMENT IS NOT LIABLE OR RESPONSIBLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD PARTIES.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH JURISDICTIONS, ELEMENT'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Element and the Providers, its and their officers, directors, employees, affiliates, agents, licensors, and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by you of these Terms. Element reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you under this paragraph, in which event you will fully cooperate with Element in asserting any available defenses.
THIRD PARTY RIGHTS
These Terms are for the benefit of Element and its Providers, its and their officers, directors, employees, affiliates, agents, licensors, and suppliers. Each of these individuals or entities shall have the right to assert and enforce these Terms directly against you on its or their own behalf as third-party beneficiaries hereunder.
JURISDICTIONAL ISSUES
Unless otherwise specified, the content contained in this Web Site is presented solely for your convenience and/or information. Element makes no representation that content in its Web Site is appropriate or available for use in locations outside Canada, Mexico, or the United States. Those who choose to access this Web Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use or access this Web Site from any location governed by a jurisdiction which does not give full effect to these Terms.
You may not use or export the materials in this Web Site in violation of U.S. export laws and regulations. These Terms shall be governed by, construed and enforced in accordance with the laws of the State of Maryland, as they are applied to agreements entered into and to be performed entirely within such State, and without reference to its principles of conflict of laws. Any action you or Element brings to enforce these Terms, or in connection with any matters related to this Web Site, shall be brought only in either the state or Federal courts located in Maryland and you expressly consent to the jurisdiction of said courts. For the purposes of clarification, the choice-of-law and choice-of-forum provisions herein do not modify any such provisions in an applicable Product Agreement.
SEVERABILITY AND WAIVER
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Element’s failure or delay in insisting on strict performance of any of these Terms will not operate as a waiver of any subsequent default or failure of performance by you. No waiver by Element of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
INJUNCTIVE RELIEF
You acknowledge that any breach, threatened or actual, of these Terms would cause irreparable injury to Element not readily quantifiable as money damages, such that Element would not have an adequate remedy at law. You therefore agree that Element shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach of your obligations, without the necessity of posting bond or other security.
PRIVACY AND MONITORING
Our intended practices relating to privacy are provided in our Privacy Statement also available on this Site.
Subject to the disclosures of the Privacy Statement, Element reserves the right to view, monitor, and record your activity on the Web Site without notice or permission from you. Element’s provision of the Web Site is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce Element’s ability to comply with governmental, court, and law enforcement requests or requirements involving your use of the Web Site or information provided to or gathered by Element with respect to such use.
RELATIONSHIP OF THE PARTIES
The relationship between you and Element under these Terms is that of independent contractors, and nothing herein or in your use of the Web Site shall be construed as creating any joint venture, partnership, employment, or agency relationship.
ENTIRE AGREEMENT
The provisions and conditions of these Terms, and each obligation referenced herein, represent the entire Agreement between Element, its affiliated or related entities, and you concerning the subject matter of these Terms, and supersede any prior agreements or understandings not incorporated herein.
ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY ELEMENT.