Last Updated: October 11, 2023
THESE TOU, AND YOUR MLA, GOVERN YOUR ACCESS TO AND USE OF CCC® AMPLIFY (“AMPLIFY”), INCLUDING ANY DOCUMENTATION, FUNCTIONALITY AND SERVICES OFFERED ON OR THROUGH AMPLIFY.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU START TO USE AMPLIFY. BY USING AMPLIFY, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT. SHOULD YOU NOT ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, OR IF YOU DO NOT READ OR FULLY UNDERSTAND THESE TOU, YOU MUST IMMEDIATELY DISCONTINUE USE OF AMPLIFY. CONTINUED USE OF AMPLIFY SIGNIFIES YOUR CONTINUED ACCEPTANCE OF THE AGREEMENT AND ANY CHANGES TO IT. CCC MAY AMEND THE TERMS OF THE TOU AT ANY TIME WITHOUT NOTICE AND IT IS YOUR RESPONSIBILITY TO PERIODICALLY CHECK THESE TOU FOR ANY UPDATES OR MODIFICATIONS. REFERENCES IN THE AGREEMENT TO “CUSTOMER, “YOU”, OR “YOUR” OR VARATIONS THEREOF SHALL MEAN INDIVIDUAL CUSTOMERS OF AMPLIFY AS WELL AS YOUR EMPLOYER, AND REFERENCE TO “CCC,” “WE,” “OUR,” “US,” OR VARATIONS OF ANY OF THOSE SHALL MEAN CCC INTELLIGENT SOLUTIONS INC. AND ITS AFFILIATES. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT AND WARRANT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF AND TO BIND YOU AND YOUR EMPLOYER TO THE TERMS OF THIS AGREEMENT. YOU MAY NOT USE AMPLIFY UNLESS YOU HAVE AN AUTOMOTIVE SERVICES MASTER LICENSE AGREEMENT WITH CCC.
With Amplify, Customer will be granted access to (i) certain tools that link to Duda Inc.’s (“Duda”) website builder platform (the “Platform”) and website hosting services, (ii) certain website templates (the “Templates”) that can be modified and used solely on the Platform for the purpose of creating Customer’s website (the “Website”). Customer may input certain data and information into the Platform (the “Content”) solely for the purposes of creating its website.
Customer acknowledges and agrees that the use of Duda’s Platform and website hosting services shall be governed by Duda’s terms and conditions located at https://www.duda.co/legal/terms. Customer acknowledges that CCC is not responsible for Duda’s Platform or website hosting services and has no actual or constructive control over the Duda Platform terms and conditions.
CCC and Duda have built an integration between CCC ONE and the Platform to facilitate the transmission of Customer data between CCC ONE and the Platform (the “CCC-Duda Interface”). Customer hereby authorizes CCC to transmit and provide to Duda, and authorizes Duda to receive, data transmitted by Customer to CCC (the “CCC Customer Data”) that may be used by Dude as permitted under the Duda Platform terms and conditions. Such CCC Customer Data may include any shop profile data that Customer has inputted into CCC ONE, including Customer’s address and/or contact information.
Customer acknowledges and agrees that Customer will be required to register a domain for the Website with a third-party domain registration service. Customer acknowledges that CCC is not responsible for, and has no actual or constructive control over, the third-party domain registration services.
Customer represents and warrants that: (A) the Content does not, and will not, contain any data or content that is infringing, obscene, threatening, libelous, defamatory, tortious or otherwise harmful to third parties, including but not limited to content or material harmful to children or which violates third party privacy or proprietary rights, and (B) during the term of your MLA, and at any point Customer is licensing Amplify, it shall have a designated copyright agent under the Digital Millennium Copyright Act (the “DMCA”) (see 17 U.S.C 512(c)(3) for further detail) and/or take other reasonable steps to implement a take-down policy that complies with laws applicable to Customer’s usage of Amplify or Customer’s Website.
Customer agrees to, at its own expense, indemnify, defend and hold CCC fully harmless against any action, costs or expense asserted against CCC (including any such action by or through Duda), including reasonable attorneys’ fees, to the extent that such action, costs or expenses arise in connection with (i) the use or misuse of Amplify, the Platform, the Templates, or Website, (ii) a breach of Customer’s representations and warranties, or (iii) any breach of this Agreement or the Duda Platform terms and conditions. The indemnity obligation set forth herein shall continue in full force and effect after expiration or termination of the Agreement.
Customer acknowledges and agrees that it may not do any of the following: (a) translate, port, modify, or make derivative works of Amplify; (b) rent, sell, assign, lease, sublicense or otherwise transfer or provide access to Amplify and or use them in any manner not expressly authorized by the Agreement; (c) derive or attempt to derive the source code, source files, or structure of all or any portion of Amplify (or any applications or code used to provide the Amplify) by reverse engineering, disassembly, decompilation or any other means; or (d) remove or modify any proprietary notice of CCC from any copy of Amplify.
All right, title and interest (including all copyrights, patents, patent rights, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights) in Amplify, the Templates, and data provided by CCC (including any modification, translation or adaptation thereof and any other improvement or development thereto or based thereon, which is suggested, developed, supplied, installed or paid for by or on behalf of Customer), are and shall remain the sole and exclusive property of CCC or its licensors.
Any proprietary data supplied by Customer to be incorporated or used with Amplify is owned by Customer. Customer hereby grants CCC full right and authority to use such data (a) to be incorporated or used with CCC’s programs and/or services; (b) for the purpose of creating and providing reports and analysis to Customer; (c) for any internal industry, market, and trend analysis, product improvement, and research and development by, or on behalf of, CCC and its affiliates; and (d) in de-identified form, within CCC’s and its affiliates’ products and services. CCC’s use of this data may continue after the expiration or termination of your MLA.
Customer agrees that any information provided pursuant to Amplify, including, but not limited to, software, databases, documentation and business plans (the “Confidential Information”), is proprietary to CCC and is a trade secret to be treated as confidential. Customer agrees to hold all Confidential Information in the strictest confidence and such Confidential Information may only be disclosed to Customer employees who are required to have access to the Confidential Information for purposes of evaluating hereunder. Customer further agrees to take appropriate action by instruction, agreement and otherwise with its employees to inform them of the proprietary, trade secret and strictly confidential nature of the Confidential Information and to obtain the employees compliance with these TOU. Customer shall promptly notify CCC if it learns of any unauthorized disclosure or use of the Confidential Information and reasonably cooperate with CCC to help CCC regain possession of the Confidential Information and prevent further unauthorized use or disclosure.
CCC may, in its sole discretion and without liability to you or any third party, suspend or terminate your access to Amplify and refuse any and all current or future access to and use of Amplify (or any portion thereof). CCC reserves the right to stop offering and/or supporting all or part of Amplify or the Templates at any time either permanently or temporarily, at which point your right to use Amplify or the Templates or any part of them will be automatically terminated or suspended.
AMPLIFY, THE TEMPLATES, THE WEBSITE, CONFIDENTIAL INFORMATION AND OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED BY CCC “AS IS,” AND WITHOUT WARRANTY OF ANY KIND. CCC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NONINFRINGEMENT. CCC DOES NOT WARRANT THAT AMPLIFY, THE TEMPLATES, THE WEBSITE, CONFIDENTIAL INFORMATION AND OTHER MATERIALS PROVIDED HEREUNDER WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF AMPLIFY, THE TEMPLATES, OR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. CCC DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF AMPLIFY, THE TEMPLATES, OR WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE. CUSTOMER ASSUMES ALL RISK WITH RESPECT TO THE USE OF AMPLIFY, THE TEMPLATES, AND WEBSITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CCC OR CCC’S AGENTS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. CCC SHALL HAVE NO LIABILITY FOR ANY DIRECT DAMAGES, LOST PROFITS, LOSS OF GOOD WILL, LOSS OF DATA OR BUSINESS INFORMATION, BUSINESS INTERRUPTION OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OF AMPLIFY, THE TEMPLATES, OR WEBSITE HEREUNDER EVEN IF CCC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.