Updated 12/19/08
This document states the Terms and Conditions under which you are licensed to and may use DealerTrend, Inc. web sites and other related DealerTrend, Inc. software products. Please read this document carefully. If you do not accept the Terms and Conditions stated here, do not use this software or service. By using the software, you are indicating your acceptance to be bound by the terms of your Agreement with DealerTrend, Inc. DealerTrend, Inc. (the "Company") may revise these Terms and Conditions at any time and without notice. The terms "You" and "User" as used herein refer to all individuals and/or entities accessing the DealerTrend, Inc. web based software for any reason.
End User License Grant and Restrictions
You are hereby granted a non-exclusive, non-transferable right to use the Service, solely to distribute information to customers of your Business, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by the original developers, creators, authors and its licensors. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; or (v) use the service or site to transmit, distribute, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others.
You shall not: (i) post false, inaccurate or misleading information; (ii) post any type of image, or edit any type of posting to include information about or solicitations for any unlawful transaction or activity; (iii) post material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user or any other person or entity; or (iv) post a sexually-explicit image or statement.
Intellectual Property Ownership
The original developers, creators, and authors alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Technology, Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Technology or the Intellectual Property Rights owned by the original developers, creators, and authors.
Use of Material
The Company authorizes you to use Company's software to display inventory items on the Company's web site and edit information on that web site that is intended for public consumption.
The contents of this Web Site, such as text, graphics, images and other material ("Material") are protected by copyright under both United States and foreign laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other web site or in a networked computer environment for any purpose is prohibited.
You shall not copy or adapt the code, HTML, Javascript, or otherwise, that the Company creates to generate its pages. It is also protected by the Company's copyright.
Notwithstanding anything to the contrary contained herein, you shall not use or attempt to use, and shall cause each party under your control not to use or attempt to use, any engine, software, tool, agent or other device or mechanism (including without limitation to any automated system, browsers, robots, spiders, offline readers, avatars or intelligent agents) to navigate or search DealerTrend, Inc. web site(s) and/or software other than generally available third party web browsers (e.g. Netscape Navigator, Microsoft Explorer, Mozilla Firefox, Google Chrome).
You agree that the Web Site may contain an identifying footer stating "Powered By DealerTrend" or a similar message as well as a copyright notice acknowledging that all aspects of SITE are owned by DealerTrend, Inc. including, screens, graphics, the "look and feel" of the site, together with all underlying software, object code and source code, design, and are only licensed to you during the term of the agreement.
Software Security Rules
Users are prohibited from violating or attempting to violate the security of the software, including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization,
User Responsibilities
As a User, YOU are responsible for all material posted on Company's web site and YOU alone are responsible for the consequences of their posting. YOU have control over product information and pricing of items that you post available for sale and YOU alone are responsible for all ensuring that all product information and pricing is accurate. The Company is NOT responsible for improper information being posted to your site.
You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify DealerTrend, Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to DealerTrend, Inc. immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; (iii) not impersonate another DealerTrend, Inc. user or provide false identity information to gain access to or use the Service
The Company does not represent or guarantee the truthfulness, accuracy, or reliability of material posted by users or endorse any opinions expressed by users. You acknowledge that any reliance on material posted by other users will be at your own risk.
The Company has no obligation or ability to screen material in advance and is not responsible for screening or monitoring material posted by users. If notified by a user of material which allegedly do not conform to this Agreement, the Company may investigate the allegation and determine in good faith and its sole discretion whether to remove or request the removal of the material. The Company has no liability or responsibility to users for performance or nonperformance of such activities.
The Company's Liability
The Material may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Web Site, its related software, or the Material. The use of the Web Site and the related software is at your own risk. Changes are periodically made to the Web Site and related software and may be made at any time.
You acknowledge and agree that you are solely responsible for the form, content and accuracy of any material contained therein placed by you on the Web Site using the related software. Users are solely responsible for their postings to Web Site.
THE COMPANY DOES NOT WARRANT THAT THE WEB SITE OR RELATED SOFTWARE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEB SITE, RELATED SOFTWARE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.
THE WEB SITE, RELATED SOFTWARE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.
Disclaimer of Consequential Damages
IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE WEB SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability
The aggregate liability for the Company to you for all claims arising from the use of the Materials is limited to $1.
No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Indemnity
You agree to defend, indemnify, and hold harmless the Company, it's officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Material or your breach of the terms of this Agreement. The Company shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.
Resolution of Disputes
If a dispute arises between you and DealerTrend, Inc., our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and DealerTrend, Inc. agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
- Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of Nevada, County of Washoe, as they apply to agreements entered into and to be performed entirely within Nevada between Nevada residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against DealerTrend, Inc. must be resolved by a court located in Washoe County, Nevada, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Washoe County, Nevada for the purpose of litigating all such claims or disputes.
- Improperly Filed Claims - All claims you bring against DealerTrend, Inc. must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, DealerTrend, Inc. may recover attorneys' fees and costs up to $1000, provided that DealerTrend, Inc. has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
General
The Company makes no claims that the Materials may be lawfully viewed or downloaded outside of the United States. Access to the Materials may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a particular "Legal Notice," or Software License or material on particular Web pages, this Agreement constitutes the entire Agreement between you and the Company with respect to the use of Web Site.