TERMS OF USE

NATIONAL AUTOMOBILE CLUB USER AGREEMENT

Your use of the National Automobile Club Portal products, software, services, web site, and content (collectively, "Portal") is subject to the terms and conditions set forth in this user agreement ("Agreement"). This Agreement governs the relationship between National Automobile Club ("National Automobile Club," "we," "us") and you (including your employer and your affiliates and its or their employees, contractors and authorized agents, "you," "your") with respect to your use of our website, Customer Portal, Vendor Portal and NAC roadside assistance mobile app.

1. REGISTRATION

In order to participate in our roadside assistance programs, you are required to provide information about yourself as prompted by our online registration form as part of the registration process. You agree that any registration information you provide to National Automobile Club will always be accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we have the right to immediately without notice terminate your membership and or your use of the Portal or Mobile App. National Automobile Club or one of its authorized agents will notify you if your application for access is accepted. You acknowledge and agree that we have the right to deny access to Customer Portal, Vendor Portal and NAC roadside assistance mobile app to any applicant at our sole discretion.

You understand and agree that you are responsible for maintaining the confidentiality of any username and password associated with your use of any part of the website, portal or mobile app. Accordingly, you agree to accept sole responsibility for all activities that occur under your account or password.

You agree to immediately notify National Automobile Club of any unauthorized use of your account or password or any other compromise of security. National Automobile Club reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of its Portal, mobile app and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, National Automobile Club may rely on the authority of anyone accessing your account or using your password.

2. PROPRIETARY RIGHTS

All legal right, title and interest in and to the website, Portal and mobile app including any intellectual property rights which subsist within (whether those rights happen to be registered or not, and wherever in the world those rights may exist) are and will remain the exclusive property of National Automobile Club and/or its licensors.

The trademarks and service marks displayed on the website, Portal and mobile app are registered and unregistered trademarks of National Automobile Club and may not be copied, imitated or used, in whole or in part, without the prior written permission of National Automobile Club or, if applicable, its licensor. Unless you have agreed otherwise in writing with National Automobile Club or, if applicable, its licensor, nothing in this Agreement gives you a right to use any of National Automobile Club’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

Unless you have been expressly authorized to do so by National Automobile Club, you agree that in using our website, Portal or the mobile app, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

3. AUTHORIZED USE

You are granted a limited, non-transferable, non-sublicensable right to access the website, Portal and mobile app, for your personal, non-commercial, and informational use only.

Unless otherwise specified on our website, Portal and mobile app, during the term of this Agreement you may download materials, such as content, data files, text, graphics, images, audio and video files, logos, icons, software or links (collectively "Materials") displayed on the website, Portal and mobile app, and may use the downloaded Materials, solely for your internal business needs. You must retain all copyright and other proprietary notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms and conditions of this Agreement. Further, the Materials remain the property of National Automobile Club or its licensors or suppliers. You may not download, copy or use any of the Materials except as expressly authorized by this Agreement. We are not responsible for any errors or omissions in submissions from you or any other source, for hyperlinks embedded in messages or for any results obtained from the use of such information. Under no circumstances will we or our suppliers or agents be liable for any loss or damage caused by your reliance on such information obtained through the website, Portal and mobile app.

The foregoing license grant does NOT include the right for you to:
(A) publish, publicly perform or display, modify, make derivative works based on, or distribute to any third party any part of the website, Portal and mobile app, or any Materials, including reproduction on any computer network or broadcast or publications media;
(B) reproduce, duplicate, copy, market, sell, trade, resell or exploit for any commercial purposes, any portion of the website, Portal and mobile app, or any Materials;
(C) systematically collect and use any data or content including the use of any data mining including but not limited to spiders, scrapers, robots, or similar data gathering and extraction methods;
(D) make derivative works based on the website, Portal and mobile app, or the Materials with the intent of commercial use of the derivative works; or
(E) use, frame, or utilize framing techniques to enclose any portion of the website, Portal and mobile app (including the images found on the website, Portal and mobile app, or any text or the layout/design of any page or form contained on a page).

For the sake of clarification, commercial use shall include the following:
(A) deployment of the Materials in a production environment;
(B) restricting access (via passwords, usage fees or other safeguards) to the Materials within your own website or service; or
(C) the accompaniment of advertisements around the Materials within your website or service.

Except for the limited license granted to you, you are not conveyed any other right or license by implication, estoppels, or otherwise in or under any patent, trademark, copyright, or proprietary right of National Automobile Club or any third party. Any unauthorized use of the website, Portal and mobile app, will terminate the permission or license granted by this Agreement and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

4. COPYRIGHT INFRINGEMENT COMPLAINTS UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT (DCMA)

National Automobile Club respects the intellectual property of others. If you believe that your work has been copied and has been posted, stored or transmitted to the website, Portal and mobile app in a way that constitutes copyright infringement, please contact National Automobile Club at [email protected], or National Automobile Club, 373 Vintage Park Dr., Suite E, Foster City, CA 94404. You must provide the following written information:

(A) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(B) a description of the copyrighted work that you claim has been infringed upon;
(C) a description of where the material that you claim is infringing is located on the website, Portal and mobile app;
(D) your address, telephone number, and e-mail address;
(E) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(F) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

5. THIRD-PARTY PRODUCTS AND SERVICES

We may offer products and services from third parties that may not be affiliated with National Automobile Club. Except for National Automobile Club-branded information or products or services that are specifically identified as being supplied by National Automobile Club, National Automobile Club does not operate, control, or endorse any third-party information, products, or services on the website, Portal and mobile app. National Automobile Club is not responsible for examining or evaluating, and National Automobile Club does not warrant the offerings of, any of these businesses or individuals or the content of their Web Site. National Automobile Club does not assume any responsibility or liability for the actions, products and content of these and any other third parties. You should carefully review their privacy statements and terms of use.

6. LINKS TO THE PORTAL

You are granted a limited, non-exclusive, non-transferable, non-sublicensable right to create a hypertext link to the homepage of the Portal < https://portal.thenac.com/>, provided such link does not portray National Automobile Club or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner. You may not use a National Automobile Club logo or other proprietary graphic or trademark of National Automobile Club to link to the Portal without the express written permission of National Automobile Club. This limited right may be revoked at any time.

7. THIRD-PARTY LINKS

National Automobile Club may provide, or third parties may provide, links to other World Wide Web sites or resources. National Automobile Club has no control over such sites and resources and you acknowledge and agree that National Automobile Club makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of such sites or resources accessible by hyperlink from the website, Portal and mobile app. National Automobile Club is providing these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by National Automobile Club of the web site or any information contained therein. You further acknowledge and agree that National Automobile Club shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content available on or through any such site or resource.

8. SUBMISSIONS

By sending or transmitting to us any suggestions, ideas, notes, concepts, information or other materials (collectively "Submissions"), or by posting such Submissions to any area of the website, Portal and mobile app, you grant us a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. You also grant to National Automobile Club the right to use your name in connection with the Submissions and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against National Automobile Club for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions and that the submission of any such materials to National Automobile Club, including the posting of materials to any forum or interactive area on the website, Portal and mobile app, irrevocably waives any and all "moral rights" in such materials, including the rights of paternity and integrity. You represent and warrant that you own or otherwise control all of the rights to the material that you post; that the material is accurate; that use of the material you supply or post does not violate this Agreement, any applicable laws and will not cause injury to any person or entity; and that you will indemnify National Automobile Club for all claims resulting from your Submissions. Except as described above, personally identifiable information (as defined in National Automobile Club's Privacy Policy) that you submit or post to non-public areas of the website, Portal and mobile app shall be subject to National Automobile Club's Privacy Policy.

9. EXPORT RESTRICTIONS

Any software and all underlying information and technology downloaded from the website, Portal and mobile app (collectively the "Software") by you may be subject to U.S. export controls, including the Export Administration Act and the Export Administration Regulations, and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Software to any county, or to any person, entity, or end-user subject to U.S. export controls. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.

10. FEES AND TERM

The initial period of your participation in our subscription-based programs, memberships, fleet support program, Portal and Mobile app shall commence on the day you are first granted access by National Automobile Club, and shall continue in force for one year after the first day of the calendar month immediately following your acceptance. For example, if you are granted access to any program or Portal access on January 1st, 2018, your access would expire on December 31st, 2019. National Automobile Club will not refund set-up fees or one-time enrollment fees or any portion thereof associated with your subscription to the roadside assistance program. National Automobile Club may change membership fees at any time, but no change will apply to you until your subscription period is up for renewal. New terms of use and fee changes will apply to new accounts and renewed subscriptions. National Automobile Club reserves the right to change roadside assistance-related fees and charges at any time for non-members, memberships, commercial assistance and insurance groups.

11. MODIFICATIONS

National Automobile Club reserves the right to update and modify, from time to time, (a) the terms and conditions of access to the website, Portal and mobile app, (b) including without limitation eliminating or discontinuing any content on, or feature of the website, Portal and mobile app, or (c) any fees or charges for access in website, Portal and mobile app. Any changes we make will be effective immediately upon notice, which we may provide by means including, without limitation, posting on the website, Portal and mobile app. Your continued use of the website, Portal and mobile app after such notice will be deemed acceptance of such changes. You agree that National Automobile Club shall not be liable to you for any modification, suspension or discontinuance of the website, Portal and mobile app.

12. INFORMATION

The Materials available through the website, Portal and mobile app are provided on an "AS IS" and "AS AVAILABLE" basis and should not be construed as professional advice on any subject matter (please see "Disclaimers" Section for more information). National Automobile Club is not engaged in rendering professional services, and availability or use of the Materials is not intended to create and does not create, any professional services relationship.

13. MAKING PURCHASES

If you wish to purchase products or services described on the website, Portal and mobile app, you will be asked by National Automobile Club or the third-party provider of the product or service to supply certain information applicable to your purchase, including, without limitation, credit card and other information. You understand that any such information will be treated by the National Automobile Club in the manner described in our Privacy Policy, which can be found at http://nacroadserice/privacy.htm. You agree that all information you provide to National Automobile Club or such third-party provider will be accurate, current and complete. You agree to promptly pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanisms) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by National Automobile Club.

14. NAC ROADSIDE ASSISTANCE MOBILE APPLICATION

Payment Authorization

For all non-registered mobile app users and for overages for registered users, National Automobile Club will place an immediate payment authorization to your credit card account in the estimated amount of the service (or in the case of roadside assistance, the amount quoted in the NAC mobile application). However, the ultimate charge to your credit card account will be for the actual cost of the service.

Cancellation

You may cancel your request for roadside assistance within 10 minutes of placing the request, without incurring charges. After 10 minutes have elapsed from the time you first placed the service request, a non-refundable cancellation fee of $30 will be charged.

You will be charged the full amount of the quoted service price for any of the following cancellation instances/reasons and/or fail to cancel service within the first 10 minutes of your call: driver is on scene and you cancel for any reason; driver determines you have inaccurately stated the conditions of your vehicle thus the cost of service will be higher than initially quoted and you are Gone On Arrival (GOA).

Additional Charges

Description of the services for all mobile app requests needs to be as accurate as possible. Conditions impacting your vehicle are deficient, inaccurate or otherwise misstated and/or the services required are more extensive than your description indicated, the price quote provided through our mobile application shall not be binding and you will be responsible for paying for any additional services needed and/or requested.

The provision of the services by the Provider to you is subject to any agreement that you choose to enter into with the Service Provider. National Automobile Club is never a party to any such agreement and you hereby agree to release National Automobile Club from all liability and claims arising from any acts or omissions of Service Provider.

15. CONFIDENTIALITY

You acknowledge that your access and use of the website, Portal and mobile app may expose you to certain Confidential Information of National Automobile Club. "Confidential Information" means any and all information and material (whether in writing, or in oral, graphic, electronic or any other form) that is marked or described as, identified in writing as, or provided under circumstances indicating it is, confidential or proprietary. You shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall disclose the Confidential Information only to your employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. You shall take the same degree of care that you use to protect your confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. This Section 14 shall survive any termination or expiration of this Agreement. Further, this Section 14 is not intended to (and does not) supersede any obligations assumed by you (whether now or in the future) under a separately signed nondisclosure or confidentiality agreement with National Automobile Club.

16. TERMINATION

This Agreement will remain effective until terminated in accordance with its terms. Either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and your access to and use of the website, Portal and mobile app or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the website, Portal and mobile app will immediately cease, and you shall destroy all Materials obtained from or through the website, Portal and mobile app and all copies thereof, whether made under the terms of this Agreement or otherwise.

17. DISCLAIMERS
The Program And The Materials Are Provided On An "As Is" And "As Available" Basis Without Warranties Of Any Kind, Either Express Or Implied, As To The Operation Of The Website, Portal And Mobile App Or The Information, Content, Materials, Products, Or Services Available Through The Website, Portal And Mobile App. You Expressly Agree That Your Membership And Use Of The Website, Portal And Mobile App Is At Your Sole Risk And Responsibility.
National Automobile Club Disclaims All Warranties, Express Or Implied, Including, But Not Limited To, Implied Warranties Of Merchantability, Fitness For A Particular Purpose, Title, And Non-infringement As To The Information, Materials, Content, Services and Products Available Through The Website, Portal And Mobile App. National Automobile Club Cannot And Does Not Represent Or Warrant That The Website, Portal And Mobile App Or Its Servers Will Be Error-free, Uninterrupted, Timely, Free From Unauthorized Access (Including Third-party Hackers Or Denial Of Service Attacks), Or Otherwise Meet Your Requirements.

18. LIMITATION OF LIABILITY
In No Event Shall National Automobile Club Be Liable For Any Direct, Special, Indirect Or Consequential Damages, Or Any Other Damages Of Any Kind, Including But Not Limited To Loss Of Use, Loss Of Business, Loss Of Profits, Or Loss Of Data, Whether In An Action In Contract, Tort (Including But Not Limited To Negligence), Or Otherwise, Arising Out Of Or In Any Way Connected With (A) Your Participation In The Website, Portal And Mobile App Or Your Use Or Inability To Use The Website, Portal And Mobile App Site Or The Content, Materials, Information, Or Transactions Provided Through The Website, Portal And Mobile App Program Or On Or Through The Website, Portal And Mobile App Sites, (B) Any Claim Attributable To Errors, Omissions Or Other Inaccuracies On The Website, Portal And Mobile App Site Or The Content, Materials, Information, Products, Or Services Available Through The Website, Portal And Mobile App Program Or On Or Through The Website, Portal And Mobile App Site, Even If National Automobile Club Or Its Authorized Representatives Have Been Advised Of The Possibility Of Such Damages, (C) Your Failure To Provide National Automobile Club With Accurate Account Information, (D) Any Compromise Of The Confidentiality Of Your Account And Password, Or (E) Any Unauthorized Access To Your Account Or Password.

In No Event Shall The Aggregate Liability Of National Automobile Club (Whether In Contract, Warranty, Tort (Including Negligence Whether Active, Passive Or Imputed), Product Liability, Strict Liability Or Other Theory) Arising Out Of Or Relating To The Use Of The Website, Portal And Mobile App Program Or The Website, Portal And Mobile App Site Exceed The Membership Fees Actually Paid By You.

Certain State Laws Do Not Allow Limitations On Implied Warranties, Or The Exclusion Or Limitation Of Certain Damages. If These Laws Apply, Some Or All Of The Above Disclaimers, Exclusions, Or Limitations, May Not Apply To You, And You May Have Additional Rights To Those Contained Herein.

19. INDEMNIFICATION

You agree to indemnify, defend and hold National Automobile Club, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly (i) out of or from your breach of this Agreement; or (ii) from or in connection with any action, proceeding or claim made or brought by any person or entity that any Materials provided or posted by or on behalf of you to website, portal or mobile app infringes or misappropriates any copyright, trademark, patent, utility model, industrial design, mask work, trade secret or other proprietary rights.

20. MISCELLANEOUS

This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in Santa Clara County, California, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between us with respect to such subject matter. This Agreement is not assignable, transferable or sublicensable by you except with National Automobile Club's prior written consent. The failure of National Automobile Club to exercise or enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. 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. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.