This ISS AutoAuth™ Tools Vendor Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the AutoAuth™ application programming interfaces (“APIs”) and related documents (collectively “ISS Content” as more fully defined in Section 13) in order to make your automotive tools compatible with Vehicle Unlock Codes (“Service Offerings” or “Services” as more fully defined in Section 13) and is an agreement between INTEGRITY Security Services, Inc. (also referred to as “ISS,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click the “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 13 for definitions of certain capitalized terms used in this Agreement.
1. Use of the AutoAuth™ Service Offerings.
1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Through the Services you will receive access to ISS Content to make your automotive tools compatible with Vehicle Unlock Codes. You will comply with the terms of this Agreement and all lSS rules and regulations applicable to your use of the Service Offerings.
1.2 Third-Party Content. ISS may provide you Third Party Content (as defined in Section 13) as part of the Service Offerings. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, there may be separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges. You acknowledge and agree that ISS is not responsible or liable for the functionality or your use of Third-Party Content.
2. Your Account. To access, test and use the Services, including the API, you must register on the AutoAuth™ Tools Partner Registration Web Page and provide the following valid information:
and a valid form of payment, if applicable. You will only create one account per email address. You will create a password and you are responsible for protecting your account password. Except to the extent caused solely by our material breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors and agents), and (b) we are not responsible for unauthorized access to your account.
3.1 AutoAuth™ Technical Support. ISS AutoAuth™ will provide 2nd Line technical support to Tool Vendors from 9am to 5pm Eastern Standard Time. Please review AutoAuth™ Weblink for AutoAuth™ Tools Partners for Technical Support contact information and guidelines and Exhibit 2 of this agreement.
4. Your Responsibilities.
4.2 Log-In Credentials and Log-in Tokens. ISS log-in credentials and log-in tokens generated and/or issued by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person.
4.3 You will not use the Service Offerings, ISS Content, Third-Party Content or Vehicle Unlock Codes to provide a competing service, or expose the same to any entity providing a competing service.
5. Fees and Payment.
5.1 Service Fees. If applicable, we will bill you for the 12 month subscription period fees when you establish your account. We will auto renew your 12 month subscription and bill you the then current 12 month subscription period fees, if any, on each 12 month anniversary of your registration. You will pay us the applicable fees and charges for use of the Service Offerings as described on this web site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on this web site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. You agree to pay all applicable sales, use, import, or other taxes or duties, and any other fees or withholding related to the fees payable hereunder (“Taxes”). You will provide such information to us as reasonably required to determine whether we are obligated to collect Taxes from you. We will not collect, and you will not pay, any Taxes for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Taxes. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
6. Term; Termination.
6.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 6.2.
(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice. We may terminate this Agreement, such termination to be effective at the end of the then current 12 month subscription period, for convenience and without cause by providing you at least 30 days’ advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) if our relationship with a third-party partner who provides software, certified tools or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software, certified tools or other technology as part of the Services, or (B) in order to comply with the law or requests of governmental entities. In the event of such termination, if reasonably possible, we will endeavor to effect it after your then current 12 month subscription, but in any case you understand that you will not receive a credit or a refund for the remainder of any 12 month subscription terms, if applicable.
6.3 Effect of Termination. Upon the Termination Date:
(a) All your rights under this Agreement immediately terminate;
(b) All fees paid will be non-refundable;
(c) you will immediately return or, if instructed by us, destroy all Vehicle Unlock Codes, ISS Content, Third Party Content and log-in tokens in your possession; and
(iii) Sections 4.3, 5, 6, 7.2, 7.4, 8, 9, 10, 12 and 13 will continue to apply in accordance with their terms.
7. Proprietary Rights.
7.1 Service Offerings License. We or our licensors own all right, title, and interest in and to the Service Offerings, the Vehicle Unlock Codes, the ISS Content, and Third-Party Content and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license solely to do the following: (a) use the Services to access ISS Content and Third-Party Content, as appropriate, to make your automotive tools compatible with Vehicle Unlock Codes to diagnose and repair vehicles designed to be accessed by such Vehicle Unlock Codes; and (b) copy and use the ISS Content and Third-Party Content, if any, solely in connection with your permitted use of the Services. Except as provided in this Section 7.1, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Some ISS Content and Third-Party Content may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the ISS Content or Third-Party Content that is the subject of such separate license.
7.2 License Restrictions. You will not use the Service Offerings, the Vehicle Unlock Codes, the ISS Content, and Third-Party Content in any manner or for any purpose other than as expressly permitted by this Agreement. You will not attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any of the above, (b) reverse engineer, disassemble, or decompile the any of the above or apply any other process or procedure to derive the source code of any software included in any of the above (except to the extent applicable law doesn’t allow this restriction), (c) access or use the any of the above in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the any of the above. You will not use the Service Offerings, the Vehicle Unlock Codes, the ISS Content, and Third-Party Content for any purpose outside the license set forth in Section 7.1, including any malicious or harmful purposes.
7.3 Logo License. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license solely to use the ISS AutoAuth™ logo in accordance with our logo usage guidelines found in exhibit A below to inform the public and promote your usage of the Service Offerings solely while you are under a then current 12 month subscription. You shall not register any confusingly similar trademarks or trade names to our trademarks in any jurisdiction without our prior written consent. You will inform us if it becomes aware of any trademarks or trade names that are confusingly similar to our trademarks and logos. You will not misrepresent or embellish the relationship between us and you. You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
7.4 Suggestions. If you provide any Suggestions to us, we will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
8. Indemnification. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your use of the Service Offerings, the Vehicle Unlock Codes, the ISS Content, and Third-Party Content (including any activities under your ISS account and use by your employees, representatives, contractors and personnel (collectively, “Representatives”), whether or not they had a right to use the same); or (b) breach of this Agreement or violation of applicable law by you or your Representatives. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims above at our then-current hourly rates.
9. Disclaimers. THE SERVICE OFFERINGS, THE VEHICLE UNLOCK CODES, THE ISS CONTENT, AND THIRD-PARTY CONTENT ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SAME, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SAME WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT THE SAME WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
10. Limitations of Liability. WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, THE VEHICLE UNLOCK CODES, THE ISS CONTENT, AND THIRD-PARTY CONTENT, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SAME, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SAME, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SAME FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SAME; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE THOUSAND U.S. DOLLARS AND THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 10 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. Modifications to the Agreement.
12.3 Force Majeure. We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
12.4 Governing Law. This Agreement, and all of its provisions, shall be deemed to have been made in the State of California and the validity, construction, interpretation and enforcement thereof shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws provisions. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
12.5 Disputes. With the exception of an action primarily seeking injunctive relief, any dispute, controversy or claim arising out of or relating to this Agreement, the subject matter thereof, or the breach thereof shall be settled by binding arbitration in Orange County, California, in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association. Judgment upon any award made in an arbitration may be entered and enforced in any court of competent jurisdiction. Except as set forth in the previous sentence, any judicial action taken by either party against the other in connection with any dispute or arbitration under this Agreement shall be brought in Orange County, California, in a State or Federal court having jurisdiction of the subject matter of the action; unless jurisdiction cannot there be obtained over, or venue is not there proper as to, an indispensable third party. Both parties expressly consent to the exercise of jurisdiction over them in the courts set forth in the previous sentence, as appropriate, by any court of competent jurisdiction and waive any rights they may have to have the action tried or determined in a different venue. The prevailing party in any arbitration or judicial action brought by one party against the other arising out of or related to this Agreement shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorneys’ fees, costs and expenses incurred in such action.
12.6 Export. In connection with this Agreement, you agree to comply with any and all applicable laws, including but not limited to export laws, regulations, orders and other rulings or decrees of the United States and any applicable jurisdictions. You agree that you shall not, and shall not allow third parties to, supply the Service Offerings, the Vehicle Unlock Codes, the ISS Content, and Third-Party Content to a unit or agency of the United States government or any other government without prior written authorization by ISS, and then only pursuant to terms set forth by ISS.
12.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
12.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
12.9 Confidentiality and Publicity.
You shall maintain the Service Offerings, Service Offerings, the Vehicle Unlock Codes, the ISS Content, and Third-Party Content, all methods, algorithms and concepts utilized therein, technical and non-technical information and documentation related thereto), patent, copyright, trademark, trade secret, proprietary information, intellectual property, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, design details and specifications, architecture, and information of ISS or its licensors or suppliers or and any information related thereto (hereinafter “Confidential Information”) in confidence as follows:
(a) You shall reproduce and include copyright and proprietary notices on all copies of the Confidential Information in the same form and manner that such copyright and proprietary notices are included on the Confidential Information.
(b) You agree to maintain the Confidential Information in secure premises to prevent any unauthorized person from gaining access thereto.
(c) You agree not to disclose the Confidential Information to any person or entity, except to employees of you to whom such disclosure is necessary to permit You to exercise its rights hereunder. You shall advise each employee to whom such disclosure is made of the need to maintain the Confidential Information in confidence and shall entered a confidentiality agreement with employee to protect third party confidential information.
(d) You warrant that all individuals having access to the Confidential Information will observe and perform the covenants set forth in this “Confidentiality and Publicity” section.
(e) You warrant that all individuals having access to the Confidential Information will observe and perform the covenants set forth in this “Confidentiality and Publicity” section.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the ISS AutoAuth™ Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the ISS AutoAuth™ Site will be effective upon posting and notices we provide by email will be effective when we send the email, unless another date is set forth in such notice. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact ISS by personal delivery, overnight courier or registered or certified mail (all with signature required) to the mailing address, as applicable, specified in the Contact Section 13 below. We may update the address for notices to us by posting a notice on the ISS AutoAuth™ Site. Notices shall be deemed effective upon our receipt.
12.11 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
12.12 U.S. Government Rights. The Service Offerings, the Vehicle Unlock Codes, the ISS Content, and Third-Party Content are provided to the U.S. Government solely under the terms of this Agreement. If you are using the same on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the same.
12.13 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
12.14 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
ISS AutoAuth™ Administrator
INTEGRITY Security Services, Inc.
7585 Irvine Center Dr. Suite 250
Irvine, CA 92618
Phone: (949) 756-0690
Fax: (949) 756-0691
“Content” means content (Vehicle Unlock Codes, software (including machine images), data, text, audio, video or images) made available to you via the ISS AutoAuth™ Site or via the Services.
“ISS Content” means content we or any of our affiliates make available in connection with the Services or on the ISS AutoAuth™ Site to allow access to and use of the Services, including APIs; documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel).
“ISS AutoAuth™ Site” means www.autoauth.com (and any successor or related site designated by us), as may be updated by us from time to time.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
“Services” and “Service Offerings” means each of the services made available by us or our affiliates, including those services described more fully at www.autoauth.com (and any successor or related site designated by us), as may be updated by us from time to time.
“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.
“Term” means the term of this Agreement described in Section 7.1.
“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.
“Third-Party Content” means Content made available to you by any third party on the ISS AutoAuth™ Site, such as Vehicle Unlock Codes, or in conjunction with the Services.
“Vehicle Unlock Codes” means codes that when used properly can allow access to certain vehicle diagnostic systems.
EXHIBIT 1: Logo Usage Guidelines
AutoAuth™ partner signet may be used for indicating the relationship between partner and ISS AutoAuth™.
Partner may only use the signet corresponding to his actual partner-status according to the partner agreement actually in force.
Please send a request to firstname.lastname@example.org to get your assigned partner signet.
› The signet must not be altered in any way.
› The background of the AutoAuth™ partner signet inside shall always be white; no other colors and no images are permitted.
› The AutoAuth™ partner signet is made available in multiple sizes as JPG files as well as EPS file (vector format for printing).
In addition to the partner signet, reference to AutoAuth™ products is highly appreciated and shall be made according to attached usage guidelines for AutoAuth™ Product-Trademarks.
The AutoAuth™ partner signet has to be surrounded by a sufficient amount of blank space “B”. This minimum distance shall be maintained to other elements such as other logos, typography, illustrations, photos, etc. Minimum width “A” of the partner signet should be 20 mm.
Exhibit 2: AutoAuth™ 2nd Line Technical Support to Tools Partners
|Normal Support Hours||9AM – 5PM Eastern Mon – Fri|
|Hot Line Support for Severity 1 & 2 Issues||9AM – 5PM Eastern Mon – Fri|
|Phone & Email Support||√|
|Unlimited Support Requests||√|
|Maximum Subscriber Contacts||2|
|Automatic Priority Escalation||√|
|Documented Reporting for critical incidents||√|
|Monthly Status Meetings||√|
|Severity Definitions||Premium Support Response|
|1. Business process is severely affected with no work around||2 Hour response|
|2. Business process is affected with a work around||2 Hour response|
|3. Business process is affected with no loss of functionality||8 Hour response|
|4. General enquiries, product enhancements||24 Hour response|
Note: Tools Partner must provide ISS AutoAuth™ Technical Support access to Tool and Technical Resources to trouble shoot issues.
To request support via web:
To request support via email:
To request End-User support via phone: