TERMS AND CONDITIONS

FOR ACCESS AND USE OF myCARFAX

IMPORTANT: THESE TERMS AND CONDITIONS FOR ACCESS AND USE OF myCARFAX ("TERMS AND CONDITIONS") ARE AN AGREEMENT BETWEEN CARFAX, INC. ("CARFAX") AND YOU ("you" or "your") FOR ACCESS AND USE OF THE myCARFAX WEB SITE ("SITE") AND/OR THE CONTENT THEREIN. BY VISITING THE SITE, OR ANY PAGE OF THE SITE, AND/OR BY USING THE SERVICE (AS DEFINED BELOW) YOU DEMONSTRATE THAT (I) YOU HAVE READ THESE TERMS AND CONDITIONS, (II) YOU UNDERSTAND THEM AND (III) YOU AGREE AND ACKNOWLEDGE THAT THESE TERMS AND CONDITIONS CONSTITUTE A BINDING CONTRACT BETWEEN YOU AND CARFAX AND YOU WILL COMPLY WITH AND BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE ANY PART OF THE SERVICE.

1. General.

   The Service is owned and operated by CARFAX. CARFAX has the right at any time to change or discontinue any aspect or feature of the Service, including, without limitation, the content and availability of the Service. CARFAX also suggests that you review CARFAX’s Privacy Statement (available at, http://www.carfax.com/privacyStatement.cfx), which applies to the information collected by CARFAX during your visit and use of the Service, to get a better understanding of CARFAX policies and procedures regarding the collection and use of personal information. Many if not most communications between CARFAX and you will be sent and received electronically. You agree that all agreements, notices, disclosures and other communications exchanged between you and CARFAX electronically shall satisfy any legal requirements that such communications be in writing.

2. The Service.

   The Service is a personal vehicle information management service that allows you to consolidate and track information about your vehicles. The Service may provide you with alerts about safety recalls, warranty information, email reminders about recommended service, access to service history on your vehicles and other vehicle service-related information. The Service may also provide information to you relating to third party products or services, such as coupons, discounts and special offers ("Third Party Offers"). The Service includes the Site and/or any content available on the Site regardless of the manner in which the content is delivered to you, whether tangible or intangible, and in whatever form or medium delivered to you and/or stored by you. The Service is intended to help you organize and manage information about your vehicles. It is not intended to provide legal, tax or financial advice. By using the Service, you represent and warrant to CARFAX that (i) you are over the age of eighteen (18) and have the power and authority to enter into and perform the obligations under these Terms and Conditions, (ii) you own the vehicles for which you are using the Service and (iii) all information provided by you to CARFAX through the Service is truthful, accurate and complete.

3. Right to Access and Use.

   You are hereby granted a limited, non-exclusive and non-transferable license to access and use the Service in the United States solely for your personal use and only in accordance with these Terms and Conditions. You acknowledge and agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation, equipment malfunctions, periodic maintenance or repairs or causes beyond the control of CARFAX.

4. Restrictions on Access and Use.

   You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit any of the Service, in whole or in part; provided, that you may use the "share" feature that CARFAX may make available to share a link to the Service (i) on your Facebook, Twitter or Google Plus page, or (ii) with e-mail recipients. Except as otherwise expressly permitted under these Terms of Use or copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of CARFAX or the copyright owner. In the event of any permitted copying, redistribution, or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend, or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading or printing the copyrighted material, or by using the Service. CARFAX offers you access to the Service solely for your own personal and non-commercial use. You may not resell or make any commercial use of the Service. You SHALL NOT (i) cause, permit or authorize the decompilation, modification, disassembly or reverse engineering of the Service, or create derivative works thereof; (ii) allow unauthorized parties to view, access or use the Service; (iii) sell, assign, rent, transfer, distribute, act as a service bureau, sublicense or otherwise grant rights in the Service to any other person or entity; (iv) make use of any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any of the content or information in or from the Service; (v) engage in the practice of "screen scraping," "database scraping" or any other practice or activity the purpose of which is to obtain lists of vehicles, portions of a database or other lists or information in or from the Service; (vi) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of CARFAX or its affiliates or third party content providers, licensors and vendors, if any, (collectively, "CARFAX Service Providers") without prior express written consent; (vii) use meta tags or any other "hidden text" utilizing CARFAX Service Providers’ name or trademarks without the express written consent of CARFAX; (viii) use, or allow the use of, the Service in contravention of these Terms and Conditions or any federal, state, local, foreign or other applicable laws, rules or regulations; (ix) use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other person's use and enjoyment of the Service or (x) introduce into the Service any virus or other code or routine intended to disrupt, delete, damage or alter the Service. Systematic retrieval or use of the Service or any data from the Site to create or compile, directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of CARFAX is strictly prohibited.
   The foregoing provisions of this Section are for the benefit of CARFAX Service Providers, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

5. Ownership.

   You acknowledge that the Service contains copyrighted material, trademarks, and other proprietary information. The Service, including the organization, layout, arrangement and design elements of the Site and each individual page of the Site, and all intellectual property relating either directly or indirectly to the Service, including but not limited to patents, design rights, copyrights, trademarks, service marks, database rights (including, but not limited to information provided by you), trade secrets, know-how and all derivative works thereof (collectively, "Intellectual Property"), are and will remain the property of CARFAX and its affiliates and are protected by United States and international copyright, trademark and other applicable intellectual property laws. You shall not in any manner attempt to obtain any right, title, or interest, by registration, patent, copyright or otherwise in or to such Intellectual Property or any derivative thereto. You shall not take any action that jeopardizes, limits or interferes with CARFAX or its affiliates’ ownership of and/or right to use the Intellectual Property.

6. No Modification of Service.

   You shall not modify the Service. In the event any modification or improvement to the Service is developed by you or on your behalf, contrary to these Terms and Conditions, you agree to and hereby do assign to CARFAX all Intellectual Property relating to such modification or improvement and you further agree to execute all documents and undertake all reasonable actions as CARFAX requests in order to procure, perfect, maintain or otherwise vest ownership of such Intellectual Property in CARFAX. The Service may include functionality that allows you to input and save information related to your vehicles. Inputting and saving the information related to your vehicles shall not constitute modification of the Service.

7. Information Provided by You.

   By entering information related to your vehicles through the Service, you are providing CARFAX and its affiliates with a royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, store, and display throughout the world in any media, including, without limitation, in the Service and/or in the CARFAX Vehicle History Service. As part of the Service, you may also choose to share feedback with CARFAX related to third-party products or services, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of the content.
   If you post content or submit material or post feedback, you grant CARFAX and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to share such materials with vendors of the products and/or services and/or with other users of the Service and/or use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, store, and display such content throughout the world in any media. You represent and warrant that you own or otherwise control all of the rights to the content that you post and/or the materials or information that you supply; that the content and/or material or information you supply is accurate; that use of the content and/or materials or information you supply does not violate these Terms and Conditions and will not cause injury to any person or entity; and that you will indemnify CARFAX, its affiliates any of their respective employees, agents, third party content providers, licensors, or vendors (collectively, the "CARFAX Parties") for all claims resulting from the content and/or material or information you supply. CARFAX has the right but not the obligation to monitor and edit or remove any content and/or materials or information you supply. The CARFAX Parties take no responsibility and assume no liability for any content and/or materials or information added to the Service or posted by you or any third party.

8. Third Party Content or Offers.

   CARFAX does not endorse, warrant or guarantee the products or services available through the Third Party Offers (or any other third-party products or services advertised on or linked from the Service). Any information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of CARFAX. The Service may include links to third party web sites with which CARFAX has linking arrangements but for which it does not maintain control or assume responsibility. CARFAX does not endorse, and the inclusion of such a link does not imply CARFAX’s endorsement of such sites. Any concerns regarding any such third party service or resource, or any link thereto, should be directed to the particular service or resource. In addition, CARFAX recommends that you review these sites' terms of use and privacy policies.

9. Trademarks and Patents.

   All trademarks and service marks of CARFAX and its affiliates displayed in connection with the Service are subject to state, federal, and/or international trademark protection. Unless expressly authorized by CARFAX, you may not use any trademarks or service marks that you access through the Service with any product or service that is not provided by CARFAX, or in any manner that is likely to cause confusion among customers, or that might disparage or discredit CARFAX and its affiliates. All other trademarks appearing in the Service are the property of their respective owners, including third-party providers of products and services with links to and from the Service.

10. No Advice.

    The Service may contain tools and information that assist you in evaluating data and making decisions regarding your vehicles. CARFAX strongly recommends that you use the Service as one important tool, along with your independent research and investigation, to make a better decision about your vehicles. You assume full responsibility with respect to your decisions and transactions using the Service.

11. Disclaimer.

    You expressly agree that use of the Service is at your sole risk. None of the CARFAX Parties warrant that the Service will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of the Service, or as to the accuracy or reliability of any information, service, or materials provided through the Service. You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. None of the CARFAX Parties guarantee the delivery or accuracy of the content of any alert. You also agree that none of the CARFAX Parties shall be liable for any delays, failure to deliver or misdirected delivery of any alert, for any errors in the content of an alert or for any actions taken or not taken by you or any third party in reliance on an alert. You acknowledge that the CARFAX collects data from public records and other sources for use in the Service and that this data may contain errors and omissions. The CARFAX Parties do not guarantee the correctness or completeness of the Service and none of the CARFAX Parties will be liable for any loss or injury caused, in whole or part, either by its negligence or circumstances beyond its control in procuring, compiling, collecting, interpreting or making available the Service. You understand that not all information is available for all states and that CARFAX does not have access to some information that may be available to other parties. You also understand there may be a period of time between receipt of certain information by CARFAX and its inclusion of such information into the Service.
    The Service is not intended to provide any conclusions regarding the condition of any vehicles and you should use independent research and your own good judgment in making the best decisions about your vehicles. You recognize that CARFAX's sole obligation in the case of erroneous data, when notified in writing by you of such erroneous data, is correction of the record in question.

12. NO WARRANTIES.

    THE SERVICE, INCLUDING BUT NOT LIMITED TO THE TOOLS AND CONTENT CONTAINED THEREIN, IS PROVIDED TO YOU "AS IS." CARFAX PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES IN REGARD TO QUALITY, AVAILABILITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You shall exercise your own independent judgment in determining the applicability, accuracy, reliability and suitability of the Service for your purposes.

13. LIMITATION OF LIABILITY.

    IN NO EVENT WILL ANY OF THE CARFAX PARTIES BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF USE, OR SIMILAR ECONOMIC LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE; THE ACCESS, USE OR OPERATION OF THE SERVICE; OR ANY DEFECTS OR ERRORS OF ANY KIND IN THE SERVICE. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL USE OF THE SERVICE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE CARFAX PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE.

14. Indemnification.

    You shall defend, indemnify and hold harmless the CARFAX Parties from and against any and all claims, actions, demands, damages, costs, liabilities, losses, and expenses (including, without limitation, attorneys’ fees) payable as part of a judgment or settlement thereof arising from (i) your use of the Service, including but not limited to resulting from information that you add to the Service or feedback that you post and/or materials or information you supply to the Service, (ii) your violation of these Terms and Conditions, or (iii) your violation or infringement of any third party’s rights.

15. Termination.

    CARFAX reserves the right to terminate your access and use of the Service upon your violation or breach of any provision of these Terms and Conditions. CARFAX also reserves the right to suspend or terminate the Service, in whole or in part, at any time for any reason or for no reason.

16. Governing Law; Jurisdiction.

    These Terms and Conditions, and any claim or dispute relating in any way to the activities under these Terms and Conditions, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. Both parties agree and consent that jurisdiction and venue for all matters relating to this Agreement shall be vested exclusively in the state courts in Fairfax County, Virginia, or the U.S. District Court for the Eastern District of Virginia, Alexandria Division.

17. Waiver of Consolidated Representation and Jury Trial.

    Both parties agree that all dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court, both parties waive any right to a jury trial.

18. Viruses.

    The CARFAX Parties assume no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Service or your downloading of any materials, data, text, images, video, or audio from the Service.

19. Export Control.

    Software and other materials from or in connection with the Service may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from or in connection with the Service may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) anyone on the Unites States Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Deny Orders. CARFAX does not authorize the downloading or exportation of any software or technical data from or in connection with the Service to any jurisdiction prohibited by the United States Export Laws.

20. Business Associates.

    The business associates of CARFAX identified on or in connection with the Service, if any, are independent contractors of CARFAX. The business associates are not joint ventures or partners of CARFAX. No employee or representative of the business associates is under the control of CARFAX.

21. Modification of Terms and Conditions.

    CARFAX reserves the right to modify these Terms and Conditions from time to time by posting a notification through the Service or through other commercially reasonable means. Such modification will become effective, and will be deemed accepted by you, immediately and automatically upon your use of the Service after the modified Terms and Conditions are posted or notice of such modification has been sent.

22. Miscellaneous.

    These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

23. Digital Millennium Copyright Act Notice.

    It is the policy of CARFAX to respect the intellectual property of others. If you are alleging that material available on or through a CARFAX website infringes upon your copyright, please submit a written notification pursuant to the Digital Millennium Copyright Act ("DMCA"). The notice must include the following to be effective:
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit CARFAX to locate the material;
    4. Information reasonably sufficient to permit CARFAX to contact you, such as an address, telephone number, and, if available, an email address;
    5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    In the event that CARFAX removes material from a CARFAX website (or access to the material is disabled) and you believe that such material is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, please submit a written counter notification pursuant to the DMCA. The counter notification must include the following to be effective:
    1. Your physical or electronic signature;
    2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
    3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
    4. Your name, address, telephone number, and, if available, an email address, and a statement that you consent to the jurisdiction of the U.S. District Court for the Eastern District of Virginia, Alexandria Division, and that you will accept service of process from the person who provided notification of the alleged infringement.
    All written notices should be sent to the following:
    CARFAX, Inc.
    Attn: General Counsel
    5860 Trinity Parkway, Suite 600
    Centreville, VA 20120
    Phone: (703) 934-2664
    Email: steveblumenthal@carfax.com
    

24. Third Party Content.

    Certain content provided through the Service is provided under license from third parties and is subject to copyright, trademark and other intellectual property rights. Your access to such third party content through use of the Service is subject to additional restrictions set forth below:

END-USER LICENSE AGREEMENT

THIS IS A LEGAL AND BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU, THE END-USER ("YOU"), AND MOTOR INFORMATION SYSTEMS, HEARST BUSINESS PUBLISHING, INC. ("MOTOR"). BY ACCESSING ANY OF THE INFORMATION CONTAINED IN THE MOTOR DATABASES, YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL NOT BE PERMITTED TO ACCESS OR USE THE INFORMATION CONTAINED IN THE MOTOR DATABASES.

1. LICENSE GRANT.

   MOTOR hereby grants to You a nontransferable, non-exclusive, limited license to access and use the MOTOR Databases ("Databases"), including any updates provided by MOTOR on a vehicle-by-vehicle basis. You acknowledge and agree that You may not access the Databases to obtain information for more than ten (10) vehicles in any given calendar year.

2. USER RESTRICTIONS.

   You agree that You shall not, and shall not permit others, including but not limited to third parties, to directly or indirectly (i) alter or copy in any form or medium all or any part of the Databases (except for data located on an individual, vehicle by vehicle, lookup basis), nor make such data part of any electronic retrieval system; (ii) create any derivative work from, or adaptation of, the Databases; (iii) use the Databases to facilitate the generation of collision repair estimates; (iv) lease, license, sell, or otherwise publish, communicate, distribute or display to third parties in any form or medium all or any part of the Databases; (v) create any publications, in electronic, printed or other format, based in whole or in part on data from the Databases, alone or in combination with any other data; (vi) download the Databases (other than the data obtained on a vehicle-by-vehicle look-up basis) or transmit the Databases electronically by any means; (vii) use the Databases on multiple computers or at multiple locations unless such use is covered by an individual license for each computer or use; (viii) remove any product identification, copyright, trademark or other notice from the Databases or the Documentation; (ix) use any graphics contained in the Databases other than as specifically granted in Section A above; or (x) reverse engineer, reverse assemble, or reverse compile the Databases. You agree that MOTOR in its sole judgement shall be entitled to discontinue providing any OEM proprietary data from the Databases in the event it is, for any reason, not available or in the event any OEM imposes commercially unreasonable fees or restrictions on use of such data.

3. OWNERSHIP; CONFIDENTIALITY.

   You agree that the data contained in the Databases contain confidential information, and that MOTOR owns all rights in the Databases and the data contained therein, including without limitation all copyright and other proprietary rights. You agree to keep confidential and use your best efforts to prevent and protect the Databases from unauthorized disclosure or use. You agree that the confidentiality obligations shall survive termination of this Agreement.

4. DISCLAIMER OF WARRANTIES, LIABILITY.

   MOTOR FURNISHES THE DATABASES ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY. MOTOR DOES NOT WARRANT THAT USE OF THE DATABASES WILL BE UNINTERRUPTED OR ERROR FREE, OR WILL MEET YOUR REQUIREMENTS. MOTOR SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING AND YOU HEREBY EXPRESSLY WAIVE ANY AND ALL SUCH WARRANTIES. YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE DATABASES. UNDER NO CIRCUMSTANCES SHALL MOTOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE DATABASES. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF MOTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

5. TERM; TERMINATION.

   This Agreement is effective for the period of time set forth in your Agreement with the web site owner hosting the DATABASES, but in no event longer than the term of the agreement between MOTOR and that web site host. MOTOR may terminate this Agreement if You do not comply with any term or condition of this Agreement. Should this Agreement terminate, You agree to destroy any data previously obtained from the DATABASES.

6. MISCELLANEOUS.

   1. This Agreement is the complete and exclusive statement between You and MOTOR relating to the subject matter hereof and supersedes all prior oral, written and/or contemporaneous negotiations, commitments and understandings of the parties.
   2. This Agreement shall be governed by the laws of the State of New York without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in New York, New York over any suit, action or proceeding arising out of or relating to this Agreement.
   3. No delay or failure by MOTOR to exercise or enforce at any time any right or provision hereof shall be considered a waiver thereof or of MOTOR’s right thereafter to exercise or enforce each and every right and provision of this Agreement.
   4. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby.
   5. This Agreement may only be amended, modified, suspended or canceled by a writing signed by MOTOR.
   6. This Agreement may be assigned by MOTOR, but may not be assigned by You.