Terms of Use for Dealer Simplified LLC

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING THIS WEBSITE, OR A SERVICE THROUGH THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF USE BELOW. THESE TERMS OF USE ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS OF USE POSTED TO THIS WEBSITE FROM TIME TO TIME. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, PLEASE DO NOT ACCESS THIS WEBSITE OR ANY SERVICE THROUGH THIS WEBSITE.

DEALER SIMPLIFIED WEBSITE TERMS OF USE

Unauthorized use of Dealer Simplified's Websites and systems including, but not limited to, unauthorized entry into Dealer Simplified's systems, misuse of passwords, or misuse of any information posted to a site, is strictly prohibited.

You acknowledge that Dealer Simplified may disclose and transfer any information that you provide through this Website (i) to Dealer Simplified's affiliates, agents or information providers; (ii) to any other person or entity with your consent; or (iii) if we have a right or duty to disclose or are permitted or compelled to disclose such information by law. Use of this Website may be monitored, tracked and recorded. Anyone using this Website expressly consents to such monitoring, tracking and recording.

Copyright Notices

The works of authorship contained in the Dealer Simplified.com Website (the "Website"), including, but not limited to, all design, text, sound recordings and images, are owned, except as otherwise expressly stated, by Dealer Simplified. Except as otherwise expressly stated herein, such works of authorship may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without Dealer Simplified's prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then only with notices of Dealer Simplified's proprietary rights, provided that you may download information and print out hard copies for your personal use so long as you do not remove any copyright or other notice as may be contained in information as downloaded.

Trademark Notices

"Dealer Simplified LLC,” "Dealer Simplified," and the "Dealer Simplified" logo are trademarks and service marks of Dealer Simplified, LLC. Apple, the Apple logo, iPad and iPhone are trademarks of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc. Apple product images provided courtesy of Apple Inc. All other trademarks, service marks and logos used in this Website are the trademarks, service marks or logos of their respective owners. Except as expressly provided herein, Dealer Simplified does not grant you any express or implied rights under any Dealer Simplified or third-party patents, copyrights, trademarks, or trade secrets. To the extent any third-party database, material or information (such as from Black Book, Kelly Blue Book, NADA, Edmunds, or other sources; collectively the "Third Party Providers") is provided to you through this Website pursuant to a service provided by Dealer Simplified to which you have subscribed (a "Service"), you may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any such information. You may not reverse engineer, disassemble, or make any attempt to ascertain, derive, or obtain source codes for this Website or any Service, or for the databases of the Third Party Providers.

Web Content and Materials

The information on this Website is for information purposes only. It is believed to be reliable, but Dealer Simplified does not warrant its completeness, timeliness or accuracy. The Third Party providers are solely responsible for the accuracy of all information compiled from their websites. The information on the Website is not intended as an offer or solicitation for the purchase of any securities or any financial instruments of Dealer Simplified or any other entity. The information and materials contained in this Website - and the terms and conditions of the access to and use of such information and materials - are subject to change without notice.

DEALER SIMPLIFIED OR ITS THIRD PARTY PROVIDERS MAY DISCONTINUE OR MAKE CHANGES IN THE INFORMATION OR SERVICES DESCRIBED HEREIN AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND DEALER SIMPLIFIED DOES NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. DEALER SIMPLIFIED RESERVES THE RIGHT TO TERMINATE ANY OR ALL WEBSITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO THE USER. FURTHERMORE, BY OFFERING THIS WEBSITE AND INFORMATION OR SERVICES VIA THIS WEBSITE, NO DISTRIBUTION OR SOLICITATION IS MADE BY DEALER SIMPLIFIED TO ANY PERSON TO USE THE WEBSITE OR SUCH INFORMATION OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THE WEBSITE AND SUCH INFORMATION OR SERVICES ARE PROHIBITED BY LAW.

Prohibited Uses

You agree that (i) you will not engage in any activities related to the Website that are prohibited by applicable law, regulation or the terms of any agreements you may have with Dealer Simplified or facilitate the violation of any law or regulation, (ii) in circumstances where locations of the Website require identification for process, you will establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals, and (iii) will not attempt to utilize another user's account name or persona without authorization. You further agree not to use this Website or any Service to violate the security of this Website or any Service or the privacy or security of any third party (including Third Party Providers).

Additional restrictions relating to Third Party Providers

As previously explained, you may be receiving information or data owned by certain Third Party Providers through your use of this Website or a Service to which you have subscribed. With regard to the Third Party Provider databases and information you may be referencing through this Website or a Service to which you have subscribed, you agree to the following additional restrictions.  You agree not to, nor allow others to, directly or indirectly (i) disassemble, decompile, reverse engineer or otherwise modify or alter, enhance, or customize any Third Party Provider information or data, or any Third Party Provider Databases (as defined herein) (i.e. either by addition, deletion, augmentation, change or otherwise), (ii) copy or reproduce in any form or medium all or any part of any Third Party Provider Database; (iii) create any derivative work from, or adaptation of a Third Party Provider Database; (iv) assign, transfer, market, lease, license, sell or otherwise publish, communicate, distribute, or display to outside parties or utilize in any form or medium all or any part of the Third Party Provider Databases; (v) create any vehicle valuation guides, directories or services, in whole or part on the data from any Third Party Provider Database; (vi) download a Third Party Provider Database to PCs or any other computer or electronic device, or store any part of a Third Party Provider Database in a retrieval system; (vii) establish a network for use of a Third Party Provider Database, or provide database services to any outside party, or (viii) transmit, in any form, or by any means, electronic, mechanical, photocopying, recording, or otherwise, in whole or in part, any Third Party Provider Database, or information or data received from a Third Party Provider.

To the extent you are a subscriber to a Service, Dealer Simplified hereby grants to you a personal, non-transferable and non-exclusive limited license to use this Website and such Service, consisting of a compilation of certain modules of Third Party Provider programs combined with the electronic version of the printed periodicals entitled: (i) the Black Book® Official Vehicle Identification Guide, the Black Book® Official Used Car Market Guide Monthly, the Black Book® Official Used Truck and Van Guide, and the Black Book Official Old Car Market Guide (collectively "Black Book"), (ii) the National Auto Association Services Corporation and NADA Services Corporation AUCTIONNET System ("AUCTIONNET"), (iii) Kelley Blue Book, (iv) NADA Official Used Car Guide, NADA e-Valuator, and NADA Official Vehicle Identification Number Information ("NADA"), and (v) Edmunds (collectively, the "Third Party Provider Databases" or the "Databases"). To the extent you are a subscriber to a Service, Dealer Simplified further grants you a personal, non-transferable and non-exclusive limited sublicense, subject to the terms and restrictions contained in these Terms of Use, to use information obtained from the Third Party Provider Databases under a license granted to Dealer Simplified by (i) National Auto Research Division, Hearst Business Media Corporation's ("NAR"), (ii) AUCTIONNET, (iii) Kelley Blue Book Co., Inc., and (iv) NADA. NAR, AUCTIONNET, Kelley Blue Book Co., Inc, NADA, (v) and Edmunds (collectively, the "Third Party Providers.) who are third party beneficiaries under this Agreement and may enforce their rights hereunder directly against you.

To the extent you are a subscriber to a Service, you are only authorized to use the Third Party Provider Databases to retrieve vehicle information and values (without the ability to download the Third Party Provider Databases, in whole or in part, other than the individual vehicle) to decode vehicle identification numbers, display year, make, model and series drill downs and explore and value a vehicle.

You agree that the Third Party Providers own all rights, title and interest in and to their respective Databases including but not limited to all literary property rights, copyrights, trademarks, trade secrets, tradenames, service marks, and logos, including all associated goodwill, and all rights and title and that all rights, title and interest shall remain with the Third Party Providers and use of the Databases by you or any information therein by any person or firm other than yours or its employee (on a need to know basis) is prohibited by the Third Party Providers. You shall keep confidential the Third Party Provider Databases or any information therein and use your best efforts to prevent and protect the contents of the Databases from unauthorized disclosure, copying or use.

ALTHOUGH THE THIRD PARTY PROVIDERS MAY COMPILE THE DATABASES REFERENCED BY THIS WEBSITE OR A SERVICE, THE THIRD PARTY PROVIDERS DO NOT WARRANT THE DATABASES OR THE CONTENTS THEREIN. THEREFORE, THE DATABASES AND ANY INFORMATION CONTAINED THEREIN ARE PROVIDED "AS IS" AND THE THIRD PARTY PROVIDERS MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (i) THE ACCURACY OF THE DATA FROM WHICH THE DATABASES ARE COMPILED, (ii) THAT THE DATABASES ARE FREE FROM ERRORS AND OMISSIONS, (iii) THE MERCHANTABILITY AND FITNESS OF THE DATABASES FOR A PARTICULAR PURPOSE, OR USE, OR (iv) PERFORMANCE OR RESULTS OBTAINED BY USING THE DATABASES THROUGH THIS WEBSITE OR ANY SERVICE. UNDER NO CIRCUMSTANCES SHALL THE THIRD PARTY PROVIDERS BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES IN CONNECTION WITH THE DATABASES. THE THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE DATABASES, THIS WEBSITE OR ANY SERVICE, AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.

Your obligations concerning misuse and confidentiality of the Databases and Dealer Simplified's right of action or claim against you for any breach thereof shall survive the termination of these Terms of Use.

Failure of the Third Party Providers at any time or times to enforce their rights under these Terms of Use shall in no manner affect their rights at a later time to enforce the same

Collection of Buyer Fees

Seller agrees to collect all Buyer Fees on behalf of Dealer Simplified LLC as detailed on receipts generated by Auction Simplified software. At the end of each month the Seller agrees to pay the collected buyer fees to Dealer Simplified LLC.

Dealer Simplified LLC is able to change Buyer Fees at any time. Buyer fees are regional and are set by the dealership. Check the dealer’s auction website for details.

In exchange for the rights and licenses granted to Dealer in this Agreement, Dealer shall pay to Provider the Set-up Fees, Subscription Fees, and Miscellaneous Fees set forth in the applicable Order Form. If any “trial period” is provided with respect to a Product, it shall be noted on the Order Form and, following expiration of the trial period, Fees shall be payable as provided in the Order Form. To the extent Dealer desires to terminate a Product subject to a trial period, it shall notify Provider in writing (email shall be sufficient) of such termination prior to the expiration of any such trial period. All Fees are non-refundable unless specifically indicated otherwise on the applicable Order Form. In the event of any dispute with respect to an invoice or other billing related issue, Dealer must notify Provider in writing of such dispute or issue within thirty (30) days of the date set forth on the applicable invoice or billing statement. Any amounts invoiced to Dealer are due and payable in full within thirty (30) days of the date set forth on the applicable invoice (unless otherwise set forth in the applicable Order Form). Interest may be charged on any late payment at a rate equal to the lesser of one and one-half percent (1.5%) per month, or the highest rate permitted by Law. Dealer shall be solely responsible for any Taxes payable to, or assessments made by, any governmental or taxing authority in connection with Dealer’s use of or access to any Product, or any use, display or publication of any Generated Content.