AVIP
| Automated Vehicle Inspection Program Portal
TERMS
OF USE
Parsons ("Parsons") is the Licensor.
User: Licensee in the following designated groups: Participating emission
testing facility owners, inspectors and repair technicians including their designees,
Vermont DMV users and Parsons employees with access codes provided by Parsons. ("User")
Purpose of the License: Access AVIP Portal applications and other related
information provided by Parsons on the website, (the "Data").
Site: Parsons' proprietary web based AVIP Portal
is located at www.avip-portal.com. ("Site")
Parsons grants to the User
a nonexclusive, nontransferable, limited license to access the Site and Data. This
limited license may be modified by Parsons at any time. The User may use the Data
and other information on the Site solely for internal purposes during the regular
course of its motor vehicle compliance services. This License includes the right
to download and temporarily store static content necessary for the continuing business
process. The User may also create printouts of Data for internal use and for distribution
to third parties, such as Vermont DMV, for internal compliance purposes without
further distribution, unless required by law.
The User may save static content for lawful analysis of Data and continuation
of program involvement during the normal course of business. The User may not copy,
download, store, publish, transmit, transfer, sell or otherwise use the Data or
any portion of the Data, in any form or by any means, except as expressly permitted
by this Agreement. Data shall not be stored or used in an archival database or other
searchable database except as expressly permitted by this Agreement or as quoted
in the User's work product. The User shall not sell, license or distribute the Data
(including printouts or Data downloaded to a storage device) to third parties or
use the Data as a component of or as a basis for any material offered for sale,
license or distribution.
A. Secure Individual
Access. Only the User may access the Data by means of access codes provided
by Parsons under this Agreement. The User will be issued secure login credentials
and it is the sole responsibility of the User to ensure the confidentiality of those
credentials. It is the responsibility of the User to notify Parsons if these credentials
have been compromised by unauthorized users. It is unlawful to share individual
secure login credentials with other Users or to use credentials issued to anyone
but the User to enter the Site. User is prohibited from attempting to gain unauthorized
access to any portion or feature of the Site, or any other systems or networks connected
to the Site or to any Parsons server, or to any of the services offered on or through
the Site, by hacking, password "mining" or any other illegitimate means.
The User will not forge headers or otherwise manipulate identifiers in order to
disguise the origin of any message or transmittal the User sends to Parsons on or
through the Site or any service offered on or through the Site. Users may not engage
in any activity that will mislead the Site or Parsons into granting access on the
belief that the User is, or that the User represents, another User. The User may
not impersonate any other individual or entity. Upon termination
of this Agreement by either party, the User's access will be terminated.
B.
Monitoring. User is prohibited from using any "deep-link", "page-scrape",
"robot", "spider" or other automatic device, program, algorithm
or methodology, or any similar or equivalent manual process, to access, acquire,
copy or monitor any portion of the Site or any Data, or in any way reproduce or
circumvent the navigational structure or presentation of the Site or any Data, to
obtain or attempt to obtain any materials, documents or information through any
means not purposely made available through the Site. User is prohibited from activities
designed to probe, scan or test the vulnerability of the Site or any network connected
to the Site, or to breach the security or authentication measures on the Site or
any network connected to the Site. User is prohibited from attempting activities
such as reverse look-up, trace or seek to trace any information on any other user
of the Site, or exploit the Site or any service or information made available or
offered by or through the Site, in any way where the purpose is to reveal any information,
including but not limited to personal identification or information as provided
for by the Site.
The
User is prohibited from knowingly taking any action that may or will impose an unreasonable
or disproportionately large load on the infrastructure of the Site or Parsons' systems
or networks, or any systems or networks connected to the Site or to Parsons. The
User agrees not to use any device, site or routine to interfere or attempt to interfere
with the proper working of the Site or any transaction being conducted on the Site,
or with any other person's use of the Site.
The
User agrees to refrain from using the Site or any Data or content for any purpose
that is unlawful or prohibited by these Terms of Use, or to solicit the performance
of any illegal activity or other activity which infringes the rights of Parsons
or others.
4.
Protection of Site and Data
A.
Proprietary Notices. The User agrees to respect and not to remove, obliterate,
or cancel from view any copyright, trademark, confidentiality or other proprietary
notice, mark, or legend appearing on any of the Site or the Data, and to reproduce
and include same on each copy of the Data.
B.
No Reverse Engineering. The User agrees not to modify, reverse engineer,
disassemble, or decompile the Site, or any portion thereof.
5.
Confidentiality
A.
Acknowledgement. The User hereby acknowledges and agrees that the Site including
by definition, any related documentation, and the Data, constitute and contain valuable
proprietary products and trade secrets of Parsons embodying confidential information,
ideas, and expressions. Accordingly, The User agrees to treat the Site and Data
as confidential in accordance with the confidentiality requirements and conditions
set forth below.
B.
Maintenance of Confidential Information. The User agrees to keep confidential
all confidential information disclosed to it by Parsons in accordance herewith,
and to protect the confidentiality thereof in the same manner it protects the confidentiality
of similar information and data of its own (at all times exercising at least a reasonable
degree of care in the protection of confidential information); provided, however,
that the User shall not have any such obligation with respect to use of disclosure
to others not parties to this Agreement of such confidential information as can
be established to: (1) have been known publicly; (2) have been known generally in
the industry before communication by the disclosing party to the recipient; (3)
have become known publicly, without fault on the part of the User, subsequent to
disclosure by Parsons; (4) have been known otherwise by the User before communication
by Parsons; or (5) have been received by the User without any obligation of confidentiality
from a source (other than Parsons) lawfully having possession of such information.
C.
Injunctive Relief. The User acknowledges that the unauthorized use, transfer
or disclosure of the Site or Data will: (1) substantially diminish the value to
Parsons of the trade secrets and other proprietary interests that are the subject
of this Agreement; (2) render Parsons' remedy at law for such unauthorized use,
disclosure or transfer inadequate; and (3) cause irreparable injury in a short period
of time. If the User breaches any of its obligations with respect to the use or
confidentiality of the Site, Parsons shall be entitled to equitable relief to protect
its interests therein, including, but not limited to, preliminary and permanent
injunctive relief.
D.
Survival. The User's obligations under this Section will survive the termination
of this Agreement or of any license granted under this Agreement for whatever reason.
This
Site may contain links to other independent third-party Web sites ("Linked
Sites"). These Linked Sites are provided to the User solely as a convenience.
Such Linked Sites are not under Parsons' control, and Parsons is not responsible
for and does not endorse the content of such Linked Sites, including any information
or materials contained on such Linked Sites. User's interaction with these Linked
Sites is at the User's sole discretion.
Except for the License granted in this Agreement, all right, title
and interest in the Site and Data, in all languages, formats and media throughout
the world, including all copyrights, are the exclusive property of Parsons.
8. Disclaimer of Warranties
and Limitation of Liability
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SITE AND DATA
ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS. PARSONS HAS THE
RIGHT TO REGULARLY MAKE CHANGES TO THE SITE CONTENT WITHOUT NOTICE TO THE USERS.
THE USER'S EXCLUSIVE REMEDY AND PARSONS' ENTIRE LIABILITY UNDER THIS AGREEMENT FOR
ANY CLAIM FOR DAMAGES RELATING TO THE SITE OR DATA, WHETHER BASED IN CONTRACT OR
NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF CHARGES PAID BY THE USER
RELATIVE TO THE ACCESSING OF THE DATA WHICH IS THE BASIS OF THE CLAIM DURING THE
12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL
PARSONS BE LIABLE TO USER FOR ANY CLAIM RELATING IN ANY WAY TO (I) USER'S INABILITY
OR FAILURE TO PERFORM RESEARCH OR RELATED WORK OR TO PERFORM THAT WORK PROPERLY
OR COMPLETELY, EVEN IF ASSISTED BY PARSONS OR ITS AGENTS OR EMPLOYEES, OR ANY DECISION
MADE OR ACTION TAKEN BY USER IN RELIANCE UPON THE DATA; (II) ANY LOST PROFITS OR
OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING
IN WHOLE OR IN PART TO USER'S RIGHTS OR USE OF, OR INABILITY TO USE THE DATA OR
ACCESS THE SITE, EVEN IF PARSONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
OR (III) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING OR
DELIVERING OF DATA. FURTHER, PARSONS SHALL HAVE NO LIABILITY FOR ANY CLAIM RELATING
IN ANY WAY TO ANY THIRD PARTY FEATURE.
9. Privacy
Parsons
collects personal information specific to the User during User registration. Parsons
respects the User's right to privacy and has put in place appropriate physical,
electronic and management procedures to protect Data security, and to prevent unauthorized
access to the Site and Data, and User information. Parsons is committed to protecting
the privacy and personal data it receives in compliance with all relevant data protection
and privacy laws. Access to personal data is limited to those individuals who must
access such information to perform their duties and/or to provide services, and
all such individuals are prohibited from making any unauthorized or unlawful disclosure.
This information is maintained and disposed of in strict accordance with our information
security and record retention standards.
The
User's acceptance of this agreement and use of the License indicates your permission
to gather the personal information for business purposes.
Parsons
reserves the right to modify its Privacy Policy at any time without prior notice.
The User is responsible for regularly reviewing these terms and conditions. Continued
use of the Site and Data following any such changes shall constitute the User's
acceptance of such changes.
10. Title
All
title, ownership rights and intellectual property rights in and to the Site and
any and all copies thereof (including but not limited to any titles, computer code,
trademarks, logos, themes, skins, objects, characters, dialog, icons, methods of
operation, any related documentation, incorporated into this Site) are owned by
Parsons. This Site is protected by the copyright laws of the United States.
No action based upon such
claim may be brought under this Agreement more than one year after the basis for
the claim becomes known to the party desiring to assert it.
Parsons
reserves the right to terminate User access to the Site upon violation of the terms
of use (Section 13, below), including but not limited to User's access to the Site
and Data for illegal and/or fraudulent activities, associated with or outside the
normal course of business.
Either party may terminate this Agreement at any
time. Notice may be provided by electronic mail. Upon
any termination of this Agreement, the licenses hereunder and access to the Site
and Data shall also terminate.
13.
Violation of These Terms of Use
Parsons
may disclose any information we have about a User (including the User's identity)
if it is determined that such disclosure is necessary in connection with any investigation
or complaint regarding a User's access to or use of the Site, or to identify, contact
or bring legal action against someone who may be causing injury to or interference
with (either intentionally or unintentionally) Parsons' rights or property, or the
rights or property of Users of the Site. Parsons reserves the right at all times
to disclose any information that Parsons deems necessary to comply with any applicable
law, regulation, legal process or governmental request. Parsons also may disclose
User information when Parsons determines that applicable law requires or permits
such disclosure, including exchanging information with other companies and organizations
for fraud protection purposes.
The
User acknowledges and agrees that Parsons may preserve any transmittal or communication
by the User with Parsons through the Site or any service offered on or through the
Site, and may also disclose such data if required to do so by law or Parsons determines
that such preservation or disclosure is reasonably necessary to (1) comply with
legal process, (2) enforce these Terms of Use, (3) respond to claims that any such
data violates the rights of others, or (4) protect the rights, property or personal
safety of Parsons, its employees, users of the Site, and the public.
User
agrees that Parsons may, in its sole discretion and without prior notice, terminate
User access to the Site and/or block User future access to the Site if Parsons determines
that User has violated these Terms of Use or other agreements or guidelines which
may be associated with User's use of the Site. User also agrees that any violation
by User of these Terms of Use will constitute an unlawful and unfair business practice,
and will cause irreparable harm to Parsons, for which monetary damages would be
inadequate, and User consent to Parsons obtaining any injunctive or equitable relief
that Parsons deems necessary or appropriate in such circumstances. These remedies
are in addition to any other remedies Parsons may have at law or in equity.
User
agrees that Parsons may, in its sole discretion and without prior notice, terminate
your access to the Site, for cause, which includes (but is not limited to) (1) requests
by law enforcement or other government agencies, (2) a request by you (self-initiated
account deletions), (3) discontinuance or material modification of the Site or any
service offered on or through the Site, or (4) unexpected technical issues or problems.
If
Parsons does take any legal action against a User as a result of User's violation
of these Terms of Use, Parsons will be entitled to recover from the User, and the
User agrees to pay, all reasonable attorneys' fees and costs of such action, in
addition to any other relief granted to Parsons. The User agrees that Parsons will
not be liable to the User or to any third party for termination of the User's access
to the Site as a result of any violation of these Terms of Use.
14. Force Majeure
Neither
party shall be liable to the other for any loss or delay, except the obligation
to make payment hereunder, resulting from any force majeure event, including acts
of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities.
15.
Notices
Any
notice required to be given pursuant to this Agreement may be sent electronically.
16.
Jurisdiction and Disputes.
This
Agreement shall be governed by the laws of the State of Vermont without regard to
its conflicts of law provisions. All disputes hereunder shall be resolved in the
applicable courts of the State of Vermont. The parties consent to the jurisdiction
of such courts, agree to accept service of process by mail, and waive any jurisdictional
or venue defenses otherwise available.
17.
Agreement Binding on Successors
This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto,
their heirs, administrators, successors and assigns.
18.
Waiver
No
waiver by either party of any default shall be deemed as a waiver of any prior or
subsequent default of the same or other provisions of this Agreement.
19.
Severability
If
any provision hereof is held invalid or unenforceable by a court of competent jurisdiction,
such invalidity shall not affect the validity or operation of any other provision
and such invalid provision shall be deemed to be severed from the Agreement.
20.
Assignability
The
license granted hereunder is personal to User and may not be assigned by any act
of User or by operation of law unless in connection with a transfer of substantially
all the assets of the User or with the consent of Parsons.
21.
Integration
This
Agreement constitutes the entire understanding of the parties, and revokes and supersedes
all prior agreements between the parties and is intended as a final expression of
their Agreement. Parsons may modify the terms hereof at any time.