Last updated: 26 June, 2023
BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE OR BY SIGNING AN ORDER FORM OR ONLINE SIGNUP PAGE THAT INCORPORATES THE TOU BY REFERENCE (EACH, AN “SIGN-UP FORM”), YOU ARE AGREEING TO BE BOUND BY THE TOU.
IF YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THIS TOU AND ARE AGREEING TO THIS TOU FOR THAT ORGANIZATION. WHERE YOU ARE USING THE SERVICE ON BEHALF OF AN ORGANIZATION, “YOU” AND “YOUR” REFERS TO THE ORGANIZATION.
RPM is an automotive shop management and training portal that allows automotive shops (each an “Auto Shop”) to improve profitability, focus on best practices and help improve their business.
An Auto Shop can either use the Service internally to help manage internal metrics and resources by themselves, use the Service to receive coaching and training or some mixture of both.
RPM reserves the right to modify the TOU at any time (each, an “Update”) and shall make each Update available on the Website. You are deemed to accept any Update by continuing to use the Service. Unless RPM states otherwise, an Update is automatically effective 30 days after posting on the Website.
3.1 Age of Access. You must be at least the age of majority in your jurisdiction, or have written parental consent, in order to use the Service. If you already accessed the Service without parental consent and have yet to reach the age of majority in your jurisdiction, you must immediately cease use of the Service.
3.2 Accounts and Login Information. Access to the Service may require registering an account with RPM (each, an “Account”). In order to access an Account, you may be required to obtain a user ID and password or in some cases an access code sent via email (collectively, “Login Information”). You shall manage and ensure the security, conﬁdentiality and authorized use of Login Information. You are prohibited from sharing Login Information. RPM strongly recommends that you keep your Login Information confidential and notify RPM promptly of unauthorized access or use of your Account.
3.3 Basic Subscription. If you are using an Account that was provided to you by someone with a Paid Subscription to the Service, RPM grants you a limited, revocable, non-exclusive, non-transferrable, subscription to access the Service and to use the features associated with your Account. You acknowledge and agree that RPM may modify, suspend or remove sections or features of the Website, your Account or any part the Service at any time acting in our sole and absolute discretion.
3.4 Paid Subscription. If you have paid for a subscription to the Service for use by multiple users as described in your applicable Sign-up Form (“Paid Subscription”), RPM grants you a limited, revocable, non-exclusive, non-transferable, right to access and use the Service features accessible to you and described in the Sign-up Form and to provide access to the Service to one or more third parties (that may or may not be in your organization), as set forth in the applicable Sign-up Form so that they may use the Service and create Accounts within the bounds of the terms in the Sign-up Form. Except as expressly permitted under this TOU or as permitted by a separate written agreement between you and RPM, you have no additional rights to the Service.
3.5 Coaching Services. If you have paid for a Paid Subscription, you can use the Service without any additional aid from RPM or you may elect to use certain additional coaching services provided by RPM connected to your use of the Service where RPM may help you with certain analytics and advice regarding how to improve your Auto Shop’s financial metrics (“Coaching Service”). If using Coaching Services, there may be additional requirement and restrictions associated with your access to the Service (“Commitments”). For example, RPM may impose Commitments such as time requirements, that may require users to upload certain information monthly or make use of certain features on the Service a minimum amount of time per month. Agreeing to these Commitments may be a pre-requisite to RPM providing access to the Service and may affect your rights of access to the Service.
3.6 Subscription Fee. For Paid Subscriptions, RPM may charge a fee in connection with each Account as described in your applicable Sign-up Form (the “Subscription Fee”). Those who have ordered a Paid Subscription shall provide RPM with credit card and billing information and execute any necessary preauthorized debit form, preauthorized bill payment form, wire transfer, electronic funds transfer, or electronic payment system to pay the Subscription Fee (“Authorized Payment”). RPM, or any third party (including Stripe) acting on RPM’s behalf, is authorized and has the right to automatically charge the Subscription Fee to such Authorized Payment each month (or other pre-agreed to term period) unless you terminate the Services as described in this TOU or the term of the access to the Service is ended as per your Sign-up Form. The current Subscription Fee associated with the particular access rights to the Services is listed on your Sign-up Form. The Subscription Fee is earned upon payment and is non-refundable. You are also responsible for any other purchases you make either through your Account.
3.7 Taxes. The Subscription Fee excludes taxes, duties and charges, which you shall pay as well. If RPM pays or collects taxes on your behalf, RPM shall invoice you for the applicable amount, which you shall pay on the same terms as the Subscription Fee.
4.1 Additional Services. You may request RPM to perform additional services, such as in-person coaching services, online classes or other services (“Additional Services”). The scope of such Additional Services shall be described in a separate agreement and such agreement terms shall supersede the terms expressed in this TOU in relation to those Additional Services.
4.2 Accuracy of Information Provided to RPM. The accuracy of responses provided by users of the Service to any questions posed by RPM and the accuracy of the data added into the databases provided through the Service are crucial to the quality of the Service. If you provide false or inaccurate information, the Service will be significantly affected and, in some cases, may be either unhelpful or even possibly harmful to your business goals. You hereby agree to provide truthful and accurate information whenever interacting with the Service.
4.3 No Liability for Accuracy of Information. RPM is not obligated to check the accuracy of any information provided by you or the staff, employees or contractors with which you work, including but not limited to, answers and responses provided through the Service, or the data uploaded to databases provided through the Service. It is assumed for the purposes of the Service, including for any analytics or advice provided through the Service, that information supplied by users is accurate. RPM DISCLAIMS ALL LIABILITY ASSOCIATED WITH THE ACCURACY OF THE DATA, ANALYTICS OR ADVICE PROVIDED THROUGH THE SERVICE AND UNDER NO CIRCUMSTANCES DOES RPM ENDORSE THE ACCURACY OF SUCH DATA, ANALYTICS OR ADVICE.
5.1 Authorized Use. When using the Service, you may not:
a. knowingly provide false or inaccurate information to RPM, including but not limited to, information provided through the Service;
b. share your Account with others, except as permitted by this TOU or as approved in writing by RPM;
c. decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
d. alter, change or circumvent security related aspects of the Service;
e. use any automated system (bot, spider, etc.) to access the Service;
f. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;
g. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;
h. store or transmit material that is infringing, libellous, unlawful or in violation of any person’s rights or a group of people’s rights;
i. distribute videos or other content provided through the Service to parties that do not have access rights to such videos or content;
j. use the Service to provide information or data to a competitor of RPM;
k. harass, abuse, stalk, threaten or impersonate any person or group of people;
l. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by RPM;
m. promote, encourage or undertake illegal activity; or
n. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information,
as determined by RPM in its sole and absolute discretion.
5.2. Suspension and Termination. RPM may suspend or terminate access to the Service and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues, your non-compliance with the TOU or your failure to adhere to the terms of an agreement with RPM. RPM has sole discretion to lift a suspension or reverse a termination. Your access to the Service and/or your Account, automatically terminates upon the earliest of the date: (a) you or RPM terminates access to your Account; (b) of your non-compliance with the TOU; (c) as described in your Sign-up Form; or (d) within 60 days from when you, if you are the organization who paid for a Paid Subscription, provide written notice of cancellation of the Service via email to email@example.com
If you represent an organization providing personal data to the Service regarding agents, employees, staff, contractors or other third parties, by agreeing to the TOU and using the Service, you represent and warrant that your use of the Service complies with applicable privacy laws, including any and all requirements to obtain the consent of each person prior to directly providing RPM any personal data regarding such person.
6.1 RPM Ownership and Rights. Except in relation to User Property as described in section 6.3, RPM retains all right, title and interest in the Service and the Additional Services, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, and in Accounts or modifications to the Service or responses to questions provided by through the Service. The TOU does not convey any right, title or interest in, or constitute the sale of any right to, the Service, Additional Services, any related software or your Account.
6.2 User Content. Through the Service, you may provide RPM with responses, comments, recommendations, advice, ideas, submissions, forum posts, information about your business or other information (“User Content”). By providing User Content, you represent and warrant that all consents, licenses and rights necessary to license User Content to RPM are obtained and hereby grant RPM an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment. RPM is under no obligation to review or act upon any User Content that you may provide.
6.3 User Ownership and Rights. Except for User Content, described above, you retain all right, title and interest in all information (including confidential information), content and data owned or licensed by you that you upload or share through the Service, allow RPM to access during your use of the Service or communicate directly with RPM (“User Property”). The TOS does not convey any right, title or interest in, or constitute the sale of any right to, User Property, and you represent and warrant that all consents, licenses and rights necessary to license User Property to RPM for use via the Service are obtained prior to the sharing any of User Property with RPM (including for any confidential information shared with RPM). RPM shall not use or access User Property stored with us except when you request that RPM use User Property in order to facilitate your use of the Service and only as reasonably limited by your request, and in such cases you hereby grant RPM a limited and revocable license to User Property under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, display, modify, record, translate, transmit or otherwise exploit in order to facilitate the provision of the Service to you and no more. Notwithstanding the above, for all User Property that becomes anonymized, either by you or by RPM, you hereby grant RPM an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to use such anonymized data under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment.
7.1 DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND RPM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, RPM MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK LAW OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, RPM AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY RPM OR OTHER THIRD PARTIES OR ANALYTICS PROVIDED THROUGH THE SERVICE, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY RPM AND THE REPRESENTATIVES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.
7.2 LIMITATION OF LIABILITY. RPM AND THE REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST RPM AND THE REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 12 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.
7.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD RPM AND THE REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT RPM’S (AND THE REPRESENTATIVES’) MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO RPM IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.
7.4 Indemnity. You shall defend and indemnify RPM and the Representatives against any claim, demand, suit or proceeding made or brought against RPM and the Representatives in connection with your use of the Service, including claims that RPM, the Service, or you, (i) infringe or misappropriate a third party’s intellectual property rights, (ii) violate any applicable law, including any failure to obtain the required legal documentation, including applicable consent documentation, prior to using the Service, (iii) cause bodily harm or death, or (iv) commit an act of gross negligence or intentional misconduct. Your obligation to indemnify RPM and the Representatives arises so long as RPM: (a) promptly gives written notice of the claim against RPM (b) gives you sole control of the defense and settlement of the claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on RPM without RPM’s advance written consent, which shall not be unreasonably withheld or delayed; and (c) gives all reasonable assistance, at your expense.
8.1 No Joint Relationship. Nothing in the TOU shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between any users of the Service, including organizations using a Paid Subscription, and RPM.
8.4 Assignment. RPM may assign the TOU without your consent or notice to you. You cannot assign the TOU.
8.5 Survival. Sections 3.6, 4.1 to 4.3, 6, 7, and 8 survive termination of the TOU.