TERMS AND CONDITIONS

DRIVE provides management seminars, training workshops, consulting services, conventions, copyrighted content and proprietary software to the automotive repair industry. These services are designed to teach the skills and then help implement the solutions needed to operate a successful business. These are the terms and conditions referred to in the Advanced Professional Services (APS) Agreement.

DRIVE OBLIGATIONS: DRIVE agrees to provide the following, subject to Customer’s fulfillment of the obligations below: DRIVE agrees to make the purchased services available to the Customer, including services that are tailored to meet the specific needs of the Customer’s business. Confidential materials are included within the price of the services. DRIVE agrees to make available to Customer the basic written materials required for use with those services. DRIVE agrees to keep confidential all data and statistics provided to DRIVE for use in the services provided by DRIVE

CUSTOMER OBLIGATIONS: So that DRIVE can deliver services, Customer is responsible for the following: Customer agrees to pay all fees designated in their APS Agreement. Customer understands and agrees that fees are fixed and non-refundable. Customer agrees to automatic payments via credit card, check by phone or automatic debit from a US checking or savings account. Return payment and late fees may apply, as per the APS Agreement.

Customer agrees to provide DRIVE with the business data and statistics requested. Customer understands that this information is necessary for DRIVE to tailor services to Customer’s business needs and that a failure to provide this information can reduce the effectiveness of the program. Customer agrees to comply with all laws and regulations that apply to Customer’s business. Customer acknowledges and agrees that DRIVE does not give legal advice. Customer takes full responsibility for compliance with all applicable laws. Customer agrees to participate in all opportunities and services recommended by DRIVE for the Customer’s business. Non-attendance can diminish the desired results. Customer understands that the APS Agreement is a subscription program wherein services are made available to the customer. These services expire and renew annually on the Agreement date (Anniversary Date) and so long as the customer payments remain current. No credit is to be given for services which have been allowed to expire. Customer agrees to maintain good communications, relations and to cooperate with DRIVE personnel. Customer agrees to be available to receive communication from DRIVE via the shop, home and/or mobile telephones as well as via email and/or regular mail and to keep such contact information current. Customer understands and acknowledges that full and continued participation and cooperation in both training and implementation of services is vital to their success.

PRICING: Customer understands and acknowledges that the APS pricing is offered solely as a packaged services discount and under these terms. DRIVE may cancel the APS agreement and/or eliminate discounts at any time if payment is not received within thirty (30) days. DRIVE reserves the right to increase pricing as necessary at any point after the initial term of the APS Agreement.

CREDITS APPLIED: Any credits applied toward an APS Agreement are based on any combination of a) previous funds on account b) previously unused service/s c) completed services approved to be applied as credits d) awards or incentives issued to you by DRIVE! Once applied, you will have no further claim on these credits and DRIVE! will have fulfilled its obligations with regards those items.

ON-SITE SERVICES RESCHEDULING FEE: Should you need to cancel any scheduled and confirmed dates for services that are to be performed on your premises, there will be a $500.00 fee to reschedule for an alternative date. The fee is due and payable before the new date can be confirmed.

AUTO-RENEW & CANCELLATION: The APS agreement will auto-renew annually on the Anniversary Date of the APS Agreement. The payment amount will be the lowest qualified amount for the customer. After or just before completion of the initial term, the customer may terminate the auto-renew payments in writing to DRIVE with sixty days (60) notice so long as all payments have been made by customer, per the APS Agreement. Cancellation of auto-renew or service at any time will reset customer pricing qualifications back to the highest pricing level.

CONFIDENTIALITY AGREEMENT: Confidential Information. DRIVE has and will develop, compile and own certain proprietary techniques and information that have immense value to the operation of its business. In addition, certain information has been licensed to DRIVE for use in delivering services. Information developed by and/or licensed to DRIVE shall collectively be referred to as Confidential Information. Confidential Information includes not only information disclosed by DRIVE to the Customer in the course of performing services, but also information learned, or acquired by Customer during the course of performance of services by DRIVE Confidential Information is to be broadly defined and includes all information, whether verbal, electronic, or written, that has or could have value or use in the activities in which DRIVE is engaged. Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of DRIVE whether or not such information is identified as confidential by DRIVE

Without limiting the generality of the foregoing, Confidential Information includes any and all information, customer lists and contact information, techniques, processes, forces, formulas, algorithms, devices, methods, know how, trade secrets, research or development, test results, formulae, specifications, source codes, forecasts, and published and unpublished course materials.  Notwithstanding  anything herein contained to the contrary, Confidential Information shall not include any information to the extent that such  information: (a) is or becomes publicly available other than as a result of acts by Customer, in violation of this agreement; (b) is in the possession of Customer prior to disclosure by DRIVE; (c) is or becomes available to Customer from a source that, to the Customer’s knowledge, is not bound by a confidentiality agreement with DRIVE prohibiting such disclosure; or (d) is, on the advice of counsel, required to be disclosed by law or by legal process, provided DRIVE is given sufficient opportunity.

Protection of Confidential Information. Customer agrees that, at all times during or after the performance of the services by DRIVE for Customer, Customer will (a) hold in trust; (b) keep confidential; and (c) not publish, disseminate, or otherwise disclose to any third party, or make any use of, or permit the use by others for their benefit or to the detriment of DRIVE any of the Confidential Information of DRIVE Customer shall carefully restrict access to the Confidential Information to those of its employees who clearly need such access in order to fulfill their obligations to Customer. Customer warrants and represents that it will advise each of the persons to whom it provides access to any of the Confidential Information pursuant to the foregoing sentence, that such person is strictly prohibited from making any use, publishing, or otherwise disclosing to third parties, or permitting others to use for their benefit or to the detriment of DRIVE any of the Confidential Information. Customer acknowledges that Customer is aware that the unauthorized disclosure of Confidential Information may be highly prejudicial to the interests of DRIVE an invasion of privacy, and an improper disclosure of trade secrets. Customer recognizes that such unauthorized taking of DRIVE’ trade secrets can result in criminal penalties and civil liabilities under the Uniform Trade Secret Act; and that willful misappropriation may result in fines and an award against Customer for damages, as well as the attorneys’ fees of DRIVE in collecting such damages.

UNFAIR COMPETITION: Notwithstanding the generality of the provisions above, Customer agrees not to use any of the Confidential Information to compete with DRIVE Customer acknowledges and agrees that any use of the Confidential Information would be unfair and in breach of this Agreement and the Uniform Trade Secret Act.

INJUNCTIVE RELIEF: Customer understands and agrees that any disclosure or misappropriation of any Confidential Information in violation of this Agreement may cause DRIVE irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that DRIVE shall have the right to apply to a court of competent jurisdiction for an award restraining any further disclosure or misappropriation, and for such other relief as DRIVE shall deem appropriate. Such right of DRIVE is to be in addition to the remedies otherwise available to DRIVE at law or in equity.

NON-SOLICITATION OF EMPLOYEES: During the period during which DRIVE is performing services for Customer, and for a period of two (2) years after the cessation of such services, Customer shall not directly or indirectly, either alone or in concert with others, solicit or entice any employee of DRIVE to leave DRIVE or to work for anyone in competition with DRIVE

TERMINATION: Customer understands that DRIVE may, in its sole discretion, terminate this Agreement to furnish services at any time, upon ten (10) days written notice, due to Customer’s non-cooperation, breach of its obligations under the Agreement, disruption, or for any other reason that jeopardizes the full performance by DRIVE or constitutes bad faith on the part of Customer. Should this Agreement be terminated by DRIVE Customer will be charged only for services rendered and materials provided at date of termination at the then current full price. Any remaining amount paid shall be refunded to Customer within ten (10) days of Customer’s execution of a sworn certificate that there has been no breach of confidentiality and copies of all materials have been returned and none retained. Upon termination for any reason whatsoever, Customer agrees to return all copies of Confidential Information, without retaining copies thereof.

DEFAULT OF PAYMENT: Customer agrees and acknowledges that eligibility of service depends upon payments being received, as agreed. If payment becomes past due, DRIVE or its affiliates may take reasonable steps (such as phone calls, emails, letters, and/or reminder notices) to bring the account current. This includes but is not limited to Collection Services.

RELATIONSHIP: Neither party shall be deemed to be the employee, agent, joint venture or partner of the other, and neither shall have the authority to act on behalf of the other in any manner whatsoever. Customer acknowledges and understands that DRIVE is not in the business of giving legal, medical or tax advice. Customer will not, under any circumstances, attempt to solicit opinions regarding employee termination, or the dissolution or restructuring of any partnership, corporation, or other entity.  Customer further  acknowledges and understands that all decisions made in Customer’s business are and will be made by Customer and that in any    lawsuit or other proceeding of any description brought by any person or entity of any description arising in any fashion related to any subject matter addressed in this Agreement, Customer agrees to and will, indemnify, defend and hold harmless DRIVE from and against any attorneys’ fees, including court costs, and damages or claims arising out of such proceeding.

GENERAL PROVISIONS: In the event of any action at law or in equity between the parties hereto to enforce and/or interpret any provision hereof, whether in contract, tort or both, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, define or limit the scope, intent or interpretation of this Agreement. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, relating to agreements executed and to be performed within the state. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter of this Agreement, and contains the entire understanding of the parties relating to such subject matter. As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the other whenever the context so indicates. Each individual executing this Agreement on behalf of a corporation represents and warrants that he is duly authorized to execute and deliver this Agreement on behalf of said corporation.  This Agreement may be signed in more than one counterpart, in which case each counterpart shall constitute an original of this Agreement. This Agreement may be executed by signatures delivered by facsimile or other electronic transmission, which signatures shall be binding and effective as original signatures. Los Angeles County, California, shall be proper venue for any litigation involving this Agreement.  This Agreement shall apply to, be binding upon, and inure to the benefit or burden, as may be the case, of the respective heirs, administrators, personal representatives, successors and assigns of the parties hereto.

FUTURE AGREEMENTS: Customer acknowledges and agrees that the above terms and conditions shall apply to all future agreements between DRIVE and Customer.

FINANCIAL AGREEMENTS: The APS Agreement supersedes and replaces all previous financial agreements between the customer and DRIVE It does not relieve DRIVE or the customer of any other obligations; including those related to confidentiality.

TERMS & CONDITIONS: These terms and conditions may be updated as necessary.

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