Collision Shop Registration

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Shop Location(s) Registration

DataTouch LLC End User License & Payment Agreement

THIS IS A VALID AND ENFORCEABLE LICENSE AGREEMENT BETWEEN THE DESIGNATED PARTIES TO THIS AGREEMENT. BY CLICKING “ACCEPT,” YOU ACCEPT ALL OF THE FOLLOWING TERMS AND CONDITIONS EFFECTIVE AS OF THE DATE OF THIS AGREEMENT.

This DataTouch Security Software License Agreement (“Agreement”) is entered into between YOU (“End User”), as identified on the Registration Page, and DATATOUCH, LLC (“DTLLC”), a Limited Liability Company that operates under the laws of the state of Nevada.

End User desires access and delivery of certain computer software and related items as listed in Exhibit A (the "Licensed Product") for use exclusively in the End User's business of estimating the cost of automotive damage and repairing damaged automobiles.

DTLLC desires to make the Licensed Product available to the End User under the terms set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Term: The term of this Agreement shall commence on the Effective Date of this Agreement and shall remain in full force and effect for twelve (12) months. Notwithstanding this initial term, End User may terminate this Agreement, for any reason, during the first thirty (30) days after installation of the Licensed Product at a first location.

This Agreement shall automatically renew for successive twelve (12) month terms on each anniversary of the Effective Date, unless either End User or DTLLC have declined to renew by giving ninety (90) days written notice to the other Party. Termination of this Agreement shall not terminate End User's obligations under Sections 5, 6, 9 and 10.

2. License: Subject to the terms and conditions of this Agreement, DTLLC grants to End User a non-exclusive license to use the Licensed Product solely in the End User's business in conjunction with performing cost estimates for automobile damage and repairing damaged automobiles. The Licensed Product may only be used by End User at the location(s) identified in Exhibit A. End User shall not, without obtaining DTLLC's prior written approval, which may be withheld for any reason, use the Licensed Product at any location(s) or on any number of computer terminals, except as specifically described in Exhibit A. Other than in End User's ordinary course of business, End User may not sell, market, or in any other manner distribute to any third party, or to any location, the Licensed Product or any information contained in or derived from the Licensed Product, except for the purpose of reporting compliance and performance. This license may not be assigned or transferred except as otherwise set forth herein.

3. Price and Payment Terms: In consideration of the License set forth herein, End User agrees, for the term of this Agreement and for any subsequent terms, to pay DTLLC End User Fees as identified in Exhibit A pursuant to the terms set forth therein.

3.1 DTLLC may change the End User Fees for any renewal term by giving End User written notice at least thirty (90) days prior to the start of that renewal term. End User Fees do not include sales, use, excise, or any other taxes, all of which End User shall pay based on state and or federal regulations.

3.2 End User agrees to be invoiced and pay electronically for all individual End User Fees as set forth in Exhibit A. If any payment due to DTLLC is not paid in a timely manner, End User will be deemed to be in default. Interest will accrue on all invoices in default at the lower of 1.5 percent per month or the maximum interest amount allowed by law in the State where the End User resides.

3.3 If End User is in default of this Agreement as set forth in Section 3.2 above, or for any other material breach, DTLLC reserves the right to immediately terminate the License. In the event of an End User default, End User is responsible for all past due invoices, plus all collection costs, including costs incurred by DTLLC in terminating all online access of the Licensed Product, plus reasonable attorneys’ fees, if any.

4. Software Configuration, Installation and Training: Installation and Training of the Licensed Product are only available from DTLLC or its designee (a “DTLLC Designee”) and are required as part of this Agreement. End User agrees to pay the Installation and Training Fees as described in Exhibit A attached hereto. Installation and Training Fees are separate from End User Fees.

4.1 Should the End User use Training and/or Installation services other than those authorized by DTLLC or an DTLLC Designee and DTLLC is called upon to provide any service for End User, the cause of which is deemed by DTLLC to result from improper installation of, or inadequate training about, the Licensed Product, DTLLC reserves the right to impose an additional charge for such service by notifying the End User before the service is provided. End User will have access to DTLLC’s End User Support Hotline as listed on the DTLLC website: www.datatouch.us.

5. Maintenance of End User Equipment and Software: End User, and not DTLLC, shall obtain, maintain, and operate, or cause to be obtained, maintained, and operated, at its own expense, all hardware, equipment, and non-DTLLC software required to interface properly with the Licensed Product. End User acknowledges that some hardware and operating environments may not readily accept the current or future functionality of the Licensed Product. End User agrees to make necessary changes or upgrades in hardware, software, memory, memory management and operating system environment to interface properly with the Licensed Product.

5.1 In the event that DTLLC is called upon to provide any service for End User related to the Licensed Product, the cause of which is deemed by DTLLC to result from use of the Licensed Product with incompatible hardware or software, DTLLC reserves the right to impose a charge for such service.

6. Confidentiality: End User acknowledges that the Licensed Product comprises information which constitutes trade secrets of DTLLC. The Licensed Product embodies substantial creative efforts and includes confidential information in which DTLLC has a proprietary interest. End User therefore agrees that no portion of the information constituting the Licensed Product may be disclosed to others, copied, reproduced, decompiled, or used for any purpose other than as specifically contemplated by this Agreement. End User shall exercise all reasonable precautions to protect Licensed Product and to prevent its dissemination to unauthorized persons. Furthermore, End User shall not assign, pledge, sublicense, or permit any other use of the Licensed Product without obtaining the prior written consent of DTLLC, which consent may be withheld by DTLLC for any reason. End User hereby consents to the collection of End User’s collision repair estimate line-item data by DTLLC. The data will only be available to DTLLC customer base for the sole purpose to generate industry statistical, benchmarking, and quality improvement information; provided that such data has been anonymized, pseudonymized, masked, or otherwise deidentified so that it does not identify End User, and is not capable of identifying any End User customer, any other individual, or any VIN information. End User’s collision repair estimates will only be utilized for generating summary information.

6.2 End User and DTLLC shall advise their employees of the confidential nature of all of the Information being provided hereunder and shall enforce such employees' strict compliance with this Section 6.

7. Licensed Product and Enhancements: DTLLC may, without notice, modify, update, enhance, change, or make available new software modules to the Licensed Product from time to time during the course of this Agreement.

7.1 DTLLC may provide the updates for the Licensed Product at no additional cost to End User.

7.2 DTLLC reserves the right to discontinue support of non-current versions of the Licensed Product upon prior written ninety (90) day notice to the End User.

8. Warranty: DTLLC has no control over the conditions under which End User uses the Licensed Product. Therefore, DTLLC does not warrant the results that may be obtained by its use. However, DTLLC provides the following limited performance warranties:

8.1 DTLLC warrants that it owns and possesses all rights and interests necessary to grant the License to End User.

8.2 DTLLC warrants that if End User is precluded from using the Licensed Product because of an actual or claimed infringement or any patent, copyright, or other intellectual property right, then, at DTLLC’s sole option and expense: (i) DTLLC shall either procure for buyer the right to continue to use the Licensed Product; (ii) replace or modify the Licensed Product so that the Licensed Product becomes non-infringing; (iii) obtain substantially equivalent replacements for the Licensed Product reasonably acceptable to End User; (iv) or terminate this Agreement and refund to End User any pro rata portion of the License Fee previously paid.

8.3 During the Term of this Agreement, should the Licensed Product fail to perform as described in the relevant documentation, End User shall provide to DTLLC a written Discrepancy Report (DR) by identifying with specificity all deficiencies in the Licensed Product. DTLLC, in conjunction with End User, shall assess the severity of the deficiency and will communicate back to End User, the appropriate corrective action. DTLLC shall address all critical product deficiencies identified as being a deficiency that prevents users from using all or a substantial portion of the Licensed Product, within five (5) business days of its receipt of the DR from End User. DTLLC shall address deficiencies of a non-critical nature, within thirty (30) days of its receipt of the DR from End User. DTLLC shall not be responsible or liable for restoring or reconstructing any lost or altered files, data, or programs regardless of the cause of the loss. End User acknowledges that the warranty given hereunder shall be contingent upon End User’s complying with routine operating procedures and processes for the Licensed Product in accordance with specific operating specifications disclosed by DTLLC, and to implement any reasonable temporary measures recommended by DTLLC while DTLLC remedies any deficiency.

8.4 EXCEPT FOR THE WARRANTIES EXPRESSLY IDENTIFIED HEREIN, DTLLC MAKES NO WARRANTIES OR GUARANTEES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. DTLLC HEREBY DISCLAIMS ALL THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DTLLC, ITS AGENTS OR EMPLOYEES BE LIABLE TO END USER OR TO ANY THIRD PARTY FOR LOST PROFITS, LOSS OF USE, OR ANY INDIRECT, CONSEQUENTIAL, SECONDARY, PUNITIVE, SPECIAL OR OTHER DAMAGES OR EXPENSES OF ANY NATURE WHATSOEVER AND HOWSOEVER ARISING, EVEN IF DTLLC HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES. END USER’S SOLE REMEDY FOR ANY BREACH OF WARRANTY BY DTLLC SHALL BE LIMITED TO THE SPECIFIC WARRANTY REMEDIES DESCRIBED HEREIN. NOTHING CONTAINED IN THIS SECTION 7 SHALL ASSURE THAT THE FUNCTIONS CONTAINED IN THE LICENSED PRODUCT WILL MEET END USER’S REQUIREMENTS OR ASSURE THE UNINTERRUPTED OPERATION OF THE LICENSED PRODUCT OR THE END USER’S BUSINESS. DTLLC LIABILITY FOR DAMAGES TO END USER FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO THE LICENSE FEE FOR THE THEN CURRENT TERM OF THIS AGREEMENT.

8.5 This warranty allocates risks of product failure between End User and DTLLC. DTLLC's pricing for the License Product reflects this allocation of risk and the implied warranties or warranties otherwise arising by operation of law, including limitations of liability contained in this warranty. The warranties set forth above are in lieu of all other express warranties, whether oral or written, and the remedies set forth above are End User's sole and exclusive remedies. Accordingly, additional statements such as advertising or presentations, whether oral or written, do not constitute warranties by DTLLC and should not be relied upon.

9.Termination: Immediately upon the Effective Date of termination of this Agreement, End User shall cease using the Licensed Product, erase the Licensed Product software from all computers, delete all DTLLC documents and information pertaining thereto, and certify to DTLLC in writing that the Licensed Product and all DTLLC documents and information pertaining thereto have been deleted.

9.1 In addition to certain events of default previously identified herein, the following actions shall constitute a breach of the Agreement and shall allow DTLLC to immediately terminate the Agreement: (i) any use or dissemination of the Licensed Product which is not expressly permitted herein; (ii) the appointment of a receiver to take possession of End User's assets or the institution of bankruptcy by or against End User; (iii) dissolution or discontinuance of business operations of End User; or (iv) failure to make timely payment to DTLLC of the End User Fee. Upon termination of this Agreement by DTLLC for any reason, End User shall not be entitled to any refund of any End User Fees.

10.General Provisions

10.1 This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and supersedes all prior discussions between them.

10.2 In the event of any litigation arising out of or related to any breach of this Agreement by End User, End User shall be required to reimburse DTLLC for all fees and costs incurred by it, including all reasonable attorneys’ fees, in prosecuting or defending such litigation in the event that DTLLC is successful or substantially successful in prosecuting or defending such litigation.

10.3 End User may not assign its rights or delegate its duties hereunder without first securing the written consent to do so from DTLLC which may be withheld for any reason. For purposes of this section, the End User shall be deemed to have assigned this Agreement if there is, in the aggregate, a change of ownership of fifty percent (50%) or more of End User or a merger or combination of End User with another entity of business, whether End User is the surviving entity or not. Any such attempted conveyance shall be void and shall constitute a default entitling DTLLC to immediately terminate this Agreement. DTLLC may freely assign its rights hereunder without securing End User's permission to do so.

10.4 This Agreement has been entered into under the laws of the Nevada and the parties hereto agree that it shall be interpreted, and all disputes arising hereunder shall be resolved, in accordance with Nevada law, notwithstanding any conflict of law, laws that may call for application of another jurisdiction’s laws. All disputes arising hereunder shall be heard by a court of competent jurisdiction in Las Vegas, Nevada.

10.5 Failure of DTLLC to enforce at any time, any term of this Agreement shall not be a waiver of DTLLC’ right thereafter to enforce each and every term of this Agreement.

10.6 In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party's performance shall be extended for the period of delay or inability to perform due to an occurrence.

10.7 Nothing contained in this Agreement shall be deemed to constitute either Party as the agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.

10.8 Each Party acknowledges that it has read and understands this Agreement, it has had an opportunity to have its legal counsel review this Agreement, and that the person executing on its behalf has the full authority to do so.

10.9 DataTouch, VINTouch, VINAnonymize, VINonymize, P-Page Correct, P-Page Verify are trademarks of DTLLC. No right, license, or interest to use such trademarks are granted hereunder.

10.10 Except as otherwise expressly provided, all notices, consents, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by email transmission with confirmation of receipt, or if mailed by certified mail, return receipt requested, with first class postage prepaid, addressed as follows:

To DataTouch LLC:
848 N Rainbow Blvd Suite 1430
Las Vegas, Nevada 89107

To End User:
By reading and clicking on the "Accept Terms Box", the named company on the Registration page, accepts the terms of the End User License Agreement.

Licensed Product – DataTouch Information & Data Security Software and the End Users Installation and User’s Guide

Licensed Location(s) and Number of Terminals as Identified on This Registration Form

Fees

Installation Fee: $75.00 per location

Monthly License Fee - As Identified on Order Page. Payable monthly upon acceptance of this Agreement.

At the time of execution of the Agreement, End User shall provide the DTLLC designated third party credit card processor (the “Processor”) with credit card information such that the Processor may automatically process the above referenced fees monthly. DTLLC shall not hold or have access to such credit card information and End User hereby waives any and all claims against DTLLC for the Processors’ failure to maintain the confidentiality of such credit card information or any misuse of that information.

Read the terms above and then fill out the signature section below to accept these terms.

Signature Section (License & Payment Agreement)

By signing here, you are agreeing to the DataTouch LLC End User License Agreement. Sign this document by typing your name and checking the signature box "I Agree". I understand that an electronic signature has the same legal effect and can be enforced in the same way as written signatures.

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