1. YOUR AGREEMENT WITH US
1.1. Dealer Inside Inc. (alternately, “we”, “us”, “our”, or “Dealer Inside”) has a proprietary vehicle buying video communication and dealership salesperson management software applications (alternately, our “Dealership Applications”). Our Dealership Applications and associated documentation (whether in printed or electronic form) including any improvements, modifications, enhancements, fixes, updates, upgrades and future versions thereto (“Updates”) and whether made available for free or for a fee (collectively, our “Software”) are licenced, not sold, to you by us. These Terms apply to your use of the Software and the Websites.
1.2. Our “Websites” means dealerinside.com (operated by us) and any other websites authorized by us which link to these Terms.
1.3. “You” or “your” means you, the registered holder of the User Account (as described in paragraph 6.1) and licensee under these Terms.
1.4. By clicking ‘I Agree’, purchasing, accessing, or using the Software or Websites (or allowing or authorizing any other person or entity to do so) you warrant that you have the authority provided by your state, province, country, or jurisdiction, and on behalf of any business or other entity with whom you may be associated, to enter into a legally binding contract and that you have read and agree to be bound by these Terms.
1.5. Your agreement with us is made up of the terms and conditions set out in this document (collectively, the “Terms”).
2. ACCEPTANCE OF THE TERMS
2.1. In order to download and/or use our Software and/or Websites you must first accept these Terms. These Terms are accepted by you (a) when you click to accept or agree to the Terms; or (b) when you download and/or use our Software and/or Websites. We advise you to print a copy of these Terms for your records. You may also be able to download a copy of the Terms from dealerinside.com. These Terms remain effective from the date of acceptance until terminated by you or us in accordance with paragraph 9.
3. CHANGES TO THE TERMS
3.1. We may make changes to these Terms from time to time. We will publish the changes at dealerinside.com. The changes will be effective when published. Please review the Terms on a regular basis. You understand and agree that your express acceptance of the Terms or your use of our Software and/or Websites after the date of publication shall constitute your agreement to the updated Terms. If you do not agree with the amended Terms, you may terminate your relationship with us in accordance with paragraph 9 below.
4.1. Licence. Subject to your compliance with these Terms (and payment of all applicable licence fees, if any), you are granted a revocable, limited, non-exclusive, non-sublicensable, non-assignable licence to use the Software and Websites, for their intended purposes, via a web browser and/or on a personal computer, mobile phone, or other device; and personally use the Software through your user account with us (“User Account”). For the avoidance of doubt, (a) IT administrators working on behalf of companies may download and install our Software onto personal computers or other devices used by personnel of such companies; and (b) you are permitted to use the Software at work. We reserve all rights not expressly granted to you under these Terms. All rights in and to the Software and Websites are reserved for our use and benefit and/or for use and benefit of our licensors, successors and assignors.
4.2. Restrictions. You may not and you agree not to: (a) sub-licence, sell, assign, rent, lease, export, import, distribute, or transfer, or otherwise grant rights to any third party in the Software and/or Websites; (b) undertake, cause, permit, or authorise the modification, creation of derivative works or improvements, translation, reverse engineering, decompiling, disassembling, decryption, emulation, hacking, discovery or attempted discovery of the source code or protocols of the Software and/or Websites or any part or features thereof; (c) remove, obscure, or alter any copyright notices or other proprietary notices included in the Software and/or Websites; (d) use the Software or Websites, or cause the Software or Websites (or any part of either of them) to be used within or to provide commercial products or services to third parties. The foregoing shall not preclude you using the Software and/or Websites for your own business communications, subject to paragraph 4.1 above; or (e) use the Software and/or Websites except through your User Account.
4.3. Other Technology. If you are using Software embedded in, combined, distributed, or used with or downloaded onto other products, hardware, software applications, programs or devices (“Other Technology”), you agree and acknowledge that: (a) you may be required to (i) enter into a separate licence agreement with, (ii) purchase a subscription from, and/or (iii) pay a fee to the relevant third party owner or licensor for the use of such Other Technology; (b) some features and functionalities may not be accessible through the Other Technology; and (c) we cannot guarantee that the Software shall always be available on or in connection with such Other Technology.
5. USE OF OUR SOFTWARE AND WEBSITES
5.1. Equipment. In order to use our Software, you may need an Internet broadband connection. You are responsible for providing all equipment required to access the Internet or enable communications such as headsets, microphones and webcams.
5.2. Use of Your Equipment. The Software may use the processing capabilities, memory, and bandwidth of the computer (or other applicable device) you are using, for the limited purpose of facilitating the communication and establishing the connection between Software users. If your use of the Software is dependent upon the use of a processor and bandwidth owned or controlled by a third party, you acknowledge and agree that your licence to use the Software is subject to you obtaining consent from the relevant third party for such use. You represent and warrant that by accepting these Terms, you have obtained such consent.
5.3. Updates to the Software. We may automatically check your version of our Software. We may also automatically change and update our Software from time to time. You may be required to update the Software in order to continue using it. You agree to accept such Updates subject to these Terms unless other terms accompany the Updates. If you do not agree, please discontinue use of and/or uninstall the Software. We are not obligated to make any Updates available and do not guarantee that we will continue to support the version of the operating system, web browser, or device for which you licensed the Software or that updated Software will be compatible for use with end users running older versions of the Software. Updates may be required to maintain Software compatibility, provide security updates or bug fixes, or offer new features, functionality, or versions.
5.4. Suspension, Technical Improvement, and Maintenance. From time to time, we may need to perform maintenance on or upgrade our Software and/or Websites or the underlying infrastructure that enables you to use our Software and/or Websites. This may require us to temporarily suspend or limit your use of some or all of our Software and/or Websites until such time as this maintenance and/or upgrade can be completed. You will not be entitled to claim damages for such suspension or limitation of the use of any Software and/or Website.
5.5. Content of Communications. We are not the source of, do not verify or endorse, and take no responsibility for the content of communications made using the Software, including but not limited to any media that is shared through our communication features. By using the Software, you grant us an intellectual property license to use the content of communications to provide the features offered by the Software, for example, to transmit your communication to the intended recipient.
5.5.1. We reserve the right to review content submitted on or through our Software and Websites for the purpose of enforcing these Terms. We may, in our sole discretion, block or otherwise prevent delivery of any instant message, SMS, video, media, or other communication to or from our Software and Websites as part of our efforts to protect our Software and Websites or our customers, or to otherwise enforce these Terms. The following rules apply to your conduct and content when using our Software and Websites:
(a) Do not use our Software or Websites to do anything illegal. You are responsible for your actions and the consequences of your actions.
(b) Do not send spam or use your account to help others send spam. Spam is unsolicited calls, messages, and other communications.
(c) Do not upload, download, or share inappropriate images (e.g., pornography).
(d) Do not upload or share images or engage in any activity that exploits or harms children.
(e) Do not engage in activity that is unfair, false, or misleading (e.g., impersonating someone else, false advertising, anti-competitive practices, or attempting to ask for money, sell goods, or offer services under false pretenses).
(f) Do not engage in activity that is harmful to our Software, Websites or their users (e.g., viruses, stalking, engaging in hate speech, advocating violence against others).
(g) Do not infringe upon the legal rights of others (e.g., unauthorized sharing of copyrighted content).
(h) Do not engage in activity that violates the privacy of others.
(i) Do not circumvent, disable, or otherwise interfere with any security-related features of our Software or Websites or features that prevent or restrict the use of any content.
5.5.2. Failure to comply with the rules in paragraph 5.5.1 may result in loss of access to, or cancellation of, your User Account.
5.6. You understand and agree that any false, misleading, or inaccurate information provided by you to us, or to others via our Software or Websites, may result in your civil and criminal liability.
5.7. Quality. We cannot guarantee that the Software or Websites will always function without disruptions, delay, or errors. A number of factors may impact the quality of your communications and use of our Software or Websites, and may result in the failure of your communications including but not limited to: your local network, firewall, your internet service provider, the public internet, the public switched telephone network, and your power supply. We take no responsibility for any disruption, interruption, or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control.
5.8. Changes to Software. We are constantly improving the Software and may change it at any time. Additionally, there are reasons why we may stop providing the Software or portions thereof, including (without limitation) that it is no longer feasible for us to provide it, the technology advances, customer feedback indicates a change is needed, external issues arise that make it imprudent or impractical to continue, or any reason set out in paragraph 9.2. As a result of such changes, you may need to use an upgraded version of the Software. Technical requirements for use of Software and feature descriptions may be available on our Website. If you do not agree with any changes to Software, you may terminate your relationship with us in accordance with paragraph 9. You may need to upgrade to a new version in order to enjoy certain benefits or features of the Software. In addition, you acknowledge and agree that certain benefits or features of the Software may be subject to usage limits or geographical restrictions, which may vary from time to time. Please check our Website for any details of the most up-to-date usage restrictions which may be posted there and apply to the Software that you use.
5.9. Unsolicited Feedback. We do not consider or accept unsolicited proposals or ideas, including without limitation ideas for new features, products, technologies, promotions, product names, product feedback, and product improvements (“Unsolicited Feedback”). If you send any Unsolicited Feedback to us through our Software, Websites, or otherwise, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Unsolicited Feedback.
5.10. Reports. Certain parts of our Websites or Software may ask for written suggestions or problem reports (“Reports”). Please read carefully any specific terms, which govern those Reports. The Reports shall be deemed our property. We shall exclusively own all now known or hereafter existing rights to the Reports throughout the universe in perpetuity and shall be entitled to use the Reports for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Reports. Any Reports you send us will not be treated as confidential and we shall not be liable for any disclosure of the Reports.
5.11. Linking. You may link to our Websites from another website owned by you, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement by us where none exists. You may not frame our Websites on any other site. We may revoke the permission to link to our Websites at any time at our sole discretion, with or without advance notification to you in this respect.
6. YOUR OBLIGATIONS
6.1. User Account. Prior to or during your first use of our Software, you may be asked to create a User Account and choose a user ID and/or password. You may only use the Software through your User Account. You are solely responsible and liable for all activities conducted through your User Account. To prevent unauthorized use, you shall keep confidential any password associated with your User Account and shall not share it with any third party or use it to access third party websites or services. If you suspect that someone else knows your password, then you shall immediately change it in order to protect the security of your User Account. It is your responsibility to ensure that you do not respond to any unsolicited requests for credit card details, passwords, or other data. We take no responsibility for your failure to comply with the obligations in this paragraph 6.1.
6.2. Lawful Use. You must use our Software and Websites in accordance with the laws of where you are located. It is your responsibility to ensure that you are legally allowed to use our Software and/or Websites where you are located.
6.3. Prohibited Use. You may NOT:
(a) Intercept or monitor, damage, or modify any communication which is not intended for you;
(b) Use any type of spider, virus, worm, trojan-horse, time bomb, or any other codes or instructions that are designed to distort, delete, damage, emulate, or disassemble the Software, Websites, communication, or protocols;
(c) Send unsolicited communications (also referred to as “spam”) or any communication not permitted by applicable law or use the Software or Websites for the purposes of phishing, impersonating, or misrepresenting affiliation with another person or entity;
(d) Expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way;
(e) Use the Software or Websites to cause or intend to cause embarrassment or distress to, or to threaten, harass, or invade the privacy of any third party;
(f) Use (including as part of your User ID and/or any profile picture) any material or content that is subject to any third party proprietary rights, unless you have a licence or permission from the owner of such rights;
(g) Collect or harvest any personally identifiable information, including account names, from the Software or Websites;
(h) Impact or attempt to impact the availability of the Software or Websites for example, with a denial of service (DOS) or distributed denial of service (DDoS) attack; or
(i) Use or launch any automated system, including without limitation, robots, spiders or offline readers that access the Software or Websites.
6.4. User Submissions. Please exercise respect when participating in or using any features of the Websites or Software such as messaging, communicating, sharing, and/or publishing or any other function or feature on or of our Websites or Software which allows you to post, upload, host, share, publish, and/or communicate content. You acknowledge and agree that: (i) by using our Websites and/or Software you may be exposed to content that you may find offensive and you do so at your own risk; (ii) you are solely responsible for, and we have no responsibility to you or any third party for any material posted, uploaded, hosted, shared, published, and/or communicated on or through our Website or Software (“User Submissions”) by you or by any third party; (iii) we do not guarantee any confidentiality with respect to User Submissions; (iv) we are not responsible for any third party User Submissions that you may have access to through your use of our Websites or Software, and all User Submissions are the responsibility of the person from whom such User Submissions originated. We do not endorse any User Submissions or any opinion, recommendation, or advice expressed therein, and expressly disclaim any and all liability in connection with User Submissions.
6.4.1. In connection with your User Submissions, you represent and warrant that you:
(i) Own or have the necessary licences, rights, consents, and permissions to use and authorize us to use all copyrights, trademarks, trade secrets, patents, and other intellectual property or proprietary rights in and to any and all of your User Submissions in accordance with these Terms; and
(ii) You have the written consent, release, and/or permission of each and every person and business identifiable in your User Submissions to use the name and/or likeness of each and every such person and business in your User Submissions, to enable inclusion and use thereof in the manner contemplated by these Terms. You shall not copy, post, or use text, photos, pictures, music, sounds, images or any other content from any third party or source (“Third Party Content”) without specific permission from the owner. Such Third Party Content may be protected by intellectual property laws and the owners of the intellectual property rights in such content may object to its use. You must not use any Third Party Content without first obtaining the permission of the owner of the intellectual property rights in such content.
6.4.2. You may not submit, post, upload, host, share, publish, or communicate through our Website or Software any User Submissions which are libelous, defamatory, pornographic, harassing, hateful, an invasion of privacy, obscene, abusive, illegal, racist, offensive, harmful to a minor, an infringement of any intellectual property rights, or a trade secret of a third party, or which would otherwise violate the rights of any third party or give rise to civil or criminal liability. Furthermore, you may not submit, post, upload, host, share, publish, or communicate User Submissions that contain falsehoods or misrepresentations, contain junk mail, spam or chain letters, impersonate others, or include programs that contain viruses or any other programs designed to impair the functionality of any computer. You agree not to circumvent, disable, or otherwise interfere with any security related features of our Website or Software or features that prevent or restrict the use of any content thereof.
6.5. Your Information. From time to time, we may request information from you for the purpose of supplying the Software to you. You shall ensure that any such information (including, if and as applicable, your billing information) is complete, up-to-date, and accurate.
6.6. No Reselling. The Software is for your personal or business use. You shall not resell or commercialize the Software to any third party.
7. PROPRIETARY RIGHTS
7.1. The Software and Websites contain our proprietary and confidential information. We have the sole and exclusive right to the Software and Websites, the use of which is being licensed, not sold, to you by us under these Terms. The Software and Websites are protected by copyright, trademark, and other intellectual property laws. We reserve any rights not expressly granted herein.
7.2. The content and compilation of content included on our Websites such as sounds, text, graphics, logos, icons, images, audio clips, digital downloads and software are the property of us, our affiliates, and/or our licensors and are protected by copyright laws. Such copyright protected content cannot be reproduced without our express permission. We reserve all rights not expressly granted in these Terms.
7.3. We and/or our licensors retain exclusive ownership of the Software and Websites and all intellectual property therein. You will not take any action to jeopardize, limit or interfere with our intellectual property rights in the Software and/or Websites.
7.4. “Dealer Inside”, associated trademarks and logos are trademarks of Dealer Inside. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. All other trademarks not owned by us or any of our related companies that appear on or through our Software and Websites are the property of their respective owners. You are not permitted to and shall not register or use any trade name, trademark, logo, domain name or any other name or sign that incorporates any of Dealer Inside’s intellectual property (in whole or part) or that is confusingly similar thereto.
7.5. Confidential Information. In these Terms, “Confidential Information” means all information of ours that is not generally known to the public that is disclosed by us to you, or that is otherwise learned by you or comes into your possession or knowledge, in connection with or as a result of these Terms. Without limitation, the Confidential Information includes any and all trade secrets and other confidential intellectual property in any form or medium including, without limitation, any and all product information, source code, scripts, technology, technical information, algorithms, processes, service terms, data, lists, copyrightable works, outlines, derivative works, and improvements thereof, whether or not patentable, copyrightable, otherwise protectable, or subject to other forms of protection. All Confidential Information remains our confidential and proprietary information. Confidential Information does not include information and data that (i) is now available to you from non-confidential sources, (ii) is or becomes public other than through a breach of these Terms, or (iii) did not originate from or was not supplied by us, directly or indirectly, and was known to you prior to your acceptance of these Terms as demonstrated by written records.
7.6. User Developed Intellectual Property. All intellectual property including, without limitation, any and all discoveries, inventions, product information, source code, scripts, technology, technical information, algorithms, flowcharts, processes, plans, models, service terms, data, lists, works, outlines, know-how, derivative works, improvements, and any confidential materials, information and instructions, whether or not patentable, copyrightable, otherwise protectable, or subject to other forms of protection which you solely or jointly conceive, create, develop, or reduce to practice, or cause to be conceived, created, developed, or reduced to practice by you, and which are directly or indirectly based on or derived from or result from the Confidential Information, (collectively, the “Developed IP”) shall be assigned and transferred by you to us as of the moment of their creation or development, and is and shall be our sole and exclusive property. You hereby waive, in our favour and in favour of our successors, assigns, nominees and other legal representatives, any and all moral rights you have or may have with respect to any Developed IP. If requested, you shall promptly sign all reasonable waivers, assignments, declarations, and agreements to further ensure such moral rights waiver and the assignment of all such Developed IP to us.
7.7. Non-Disclosure, Use, and Retention. None of the Software and Websites shall be used for any commercial purposes other than as expressly permitted herein, or for their intended and expressly contemplated purposes. None of the Software and Websites shall be used for reverse engineering, or to reverse engineer the Software, Websites, or any features or elements thereof. None of the Software, Websites, Confidential Information, or Developed IP may be used to develop or provide any similar software or services for any third parties, nor to compete directly or indirectly with us.
7.7.1. You shall not make copies, disclose, or divulge any of the Software, Websites, Confidential Information or Developed IP, except with our prior written consent and to persons who have concluded with us an agreement in similar terms to these Terms. You shall hold all Confidential Information and Developed IP in trust for our benefit. You will stand in a fiduciary relationship with us with respect to the Confidential Information and Developed IP. None of the Confidential Information or Developed IP shall be used by you for any commercial purpose, nor for any purpose other than as expressly contemplated herein or as required by or in connection with the Software and Websites. You may, however, disclose Confidential Information and Developed IP which is required to be disclosed by law, whether under an order of a court or government tribunal or other legal process, provided you first inform us of such requirement in sufficient time to allow us to, if possible, avoid such disclosure by you.
7.7.2. You acknowledge and agree that irreparable harm will be suffered by us in the event of your breach or threatened breach of any of your obligations under these Terms, and that we will be entitled to seek, in addition to any other rights and remedies that we may have at law or equity, a provisional, interlocutory or permanent injunction restraining you from engaging in or continuing any such breach hereof. Any claims asserted by you against us shall not constitute a defense in any injunction action, application or motion brought against you by us.
7.7.3. Return or Destruction of Materials. You shall return to us or destroy, as directed by us, the Software, Websites, Confidential Information and/or Developed IP upon our request at any time. You shall then certify, by way of affidavit or statutory declaration that all such Software, Websites, Confidential Information and/or Developed IP has been returned or destroyed, as applicable.
8. THIRD-PARTY CHARGES
8.1. Using the Software on mobile applications or via your Internet Service Provider (“ISP”) will use some of the data allowance available on the data package to which you have subscribed with your mobile network operator or ISP. Roaming or out-of-country usage may lead to significantly higher costs than regular usage. You are solely responsible for keeping yourself informed and paying for possible roaming, overages, and any other applicable charges levied by your mobile network operator or ISP.
9. ENDING YOUR RELATIONSHIP WITH US
9.1. These Terms shall remain in effect until terminated.
9.2. You may terminate your relationship with us at any time and without recourse to the courts, provided you do not owe us any fees or payments, by requesting closure of your User Account and ceasing all use of the Software and Websites.
9.3. Your rights under these Terms will automatically terminate without notice from us in the event you fail to comply with any term or condition within these Terms. Instead or in addition, we may terminate our relationship with you, or terminate or suspend your use of the Software, User Account(s), or Websites at any time and without recourse to the courts:
(a) If you are in breach of these Terms;
(b) If we reasonably suspect that you are using the Software and/or Websites to break the law or infringe third party rights;
(c) If we reasonably suspect that you are trying to unfairly exploit or misuse any of our policies;
(d) If we reasonably suspect that you are using our Software and/or Websites fraudulently or that your User Account is being used by a third party fraudulently;
(e) If we decide to cease offering the Software and/or Websites, whether altogether or just in your jurisdiction; or
(f) If, in our reasonable discretion, required due to a change in or adverse interpretation of laws/regulation or where required by a regulator or authority with a lawful mandate, or by any of our partners.
9.3. We may effect such termination by preventing your access to your User Account, the Software, and/or Websites (as applicable). We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
9.4. Consequences of Termination. Upon termination of your relationship with us: (a) all licences and rights to use the Software and/or Websites shall immediately terminate; (b) you will immediately cease any and all use of the Software and/or Websites; and (c) you will immediately remove the Software from all browsers, networks, and other storage media and destroy any and all copies of the Software in your possession or under your control.
10. DISCLAIMER OF WARRANTY
10.1. Software and Websites Provided “As-Is”. THE SOFTWARE AND DEALER INSIDE WEBSITES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW, USAGE OR OTHERWISE, REGARDING THE SOFTWARE AND DEALER INSIDE WEBSITES, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NON-INFRINGEMENT AND THIS IS SO ACKNOWLEDGED BY YOU. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE AND DEALER INSIDER WEBSITES IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR EMPLOYEES, REPRESENTATIVE OR AGENTS OR THROUGH OR FROM THE SOFTWARE OR DEALER INSIDE WEBSITES SHALL CREATE ANY WARRANTY, EXPRESS OR IMPLIED. DEALER INSIDE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE AND/OR DEALER INSIDE WEBSITES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES DEALER INSIDE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE SOFTWARE. We are under no responsibility to correct or repair the Software or Websites.
10.2. Sole Responsibility For Selection. YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE AND DEALER INSIDE WEBSITES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND/OR USE OF THE SOFTWARE AND DEALER INSIDE WEBSITES, AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SOFTWARE AND DEALER INSIDE WEBSITES. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE OR DEALER INSIDE WEBSITES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE AND DEALER INSIDER WEBSITES WILL BE INTERRUPTION OR ERROR FREE.
10.3. Statutory Rights. Nothing in these Terms is intended to or shall be construed as excluding or modifying any statutory rights, warranties or conditions which may be applicable to these Terms, or the Software or Websites, and which by virtue of any applicable national, state, or provincial fair trade or other consumer legislation may not be modified or excluded. To the extent such legislation is applicable to your license to use the Software or Websites, or is required by such legislation, any required warranty (hereinafter a “Required Warranty”) is limited in duration to ninety (90) days from the date of installation or acceptance of these Terms and Dealer Inside and our suppliers’ liability for any breach of any such warranty or condition shall be and is hereby limited to either: (a) the replacement of such Software or Websites; or (b) the correction of any defect in such Software or Websites which may be provided with them as we, at our sole discretion, may determine to be necessary to correct the defect. However you shall provide us timely written notice of any nonconformity with as much specificity as is known and as soon as you become aware of such nonconformity, but in any event prior to the expiration of the 90 day period. We shall have the right to inspect and test the Software and Websites to determine, in our reasonable opinion, whether the nonconformity is our responsibility to remedy. All such Required Warranties are void if failure of the Software or Websites has resulted from Acts of God, accident, abuse, misapplication, modification of the software by you or your agents, electrical surge, or any other cause beyond our control.
10.4. No Representation Against Unauthorized Intrusion. We do not warrant or represent that the Software or Websites are secure or free from bugs, viruses, errors, or other programming limitations, or are immune from fraudulent or unauthorized intrusion or use (including their use to interconnect to long distance networks, computer virus and/or other malicious code of whatever nature). The Software and Websites have risks inherent to all software applications and websites and, as such to the extent permitted by law or our contractual obligations, we disclaim and will not be liable for any loss, damage, injury or non-performance, cost or expense directly or indirectly occasioned thereby.
10.5. Allocation Of Risk. Provisions of these Terms such as the warranty limitations, exclusive remedies, and limitations of liability are unrelated, independent allocations of risks between you and us. Unenforceability of any such allocations shall not affect the enforceability of other such allocations. Fees, if any, paid by you or on your behalf for access to or use of the Software and Websites reflect the allocations of risk contained in these Terms.
11. LIMITATIONS OF LIABILITY
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS OR OUR SUCCESSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR SAVINGS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, DAMAGE TO OR CORRUPTION OF DATA, DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY OTHER TECHNOLOGY OR PRODUCT / SERVICE PROVIDED BY A THIRD PARTY UNDER THEIR OWN TERMS OF SERVICE, LOSS OF GOODWILL, LOSS OF REPUTATION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE USE OF, OR INABILITY TO USE, THE SOFTWARE, DEALER INSIDE WEBSITES, OR ANY RELATED CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE AND/OR DEALER INSIDE WEBSITES IS TO IMMEDIATELY UNINSTALL THE SOFTWARE AND CEASE USE OF THE SOFTWARE AND/OR DEALER INSIDE WEBSITES. THESE LIMITATIONS WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
11.2. Statutory Rights. Some jurisdictions do not allow limitation or exclusion of incidental or consequential damages in certain circumstances involving certain types of customer classes, so that the above limitation or exclusion may not apply to you to the extent that liability is by law incapable of exclusion or restriction.
11.3. Maximum Liability. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY, DIRECT OR INDIRECT, ARISING FROM OR IN CONNECTION WITH THE SOFTWARE, DEALER INSIDE WEBSITES, OR THESE TERMS EXCEED THE LICENSE FEES, IF ANY, PAID BY YOU FOR USE OF OR ACCESS TO THE SOFTWARE OR DEALER INSIDE WEBSITES, AS APPLICABLE, IN THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE RELEVANT CLAIM, SUBJECT TO A MAXIMUM OF TEN THOUSAND CANADIAN DOLLARS IN ALL CASES, AND REGARDLESS OF THE BASIS OF THE CLAIM FOR WHICH SUCH LIABILITY ARISES FROM.
12.1. If any third party brings a claim against us or our subsidiaries, officers, directors, shareholders, partners, employees, agents, contractors or successors in connection with or arising out of your (i) breach of these Terms, (ii) breach of any applicable law of regulation, (iii) infringement or violation of the rights of any third parties, including intellectual property rights, (iv) User Submissions, or (v) complaint in relation to any User Submission, you will indemnify and hold us and our subsidiaries, officers, directors, shareholders, partners, employees, agents, contractors and successors harmless from and against all damages, liability, loss, costs, and expenses (including reasonable legal fees and costs) related to such claim.
13. WEBSITES, PRODUCTS AND SERVICES OF YOU AND OTHERS
13.1. You and/or third parties may offer products or services via the Software and/or Websites, including vehicles, vehicle products, and/or vehicle services. Third party products or services may be subject to the third party’s terms and policies that you may be required to accept. You should review such terms and policies before making any purchase or using any third party product or service and Dealer Inside shall not be responsible for your failure to do so.
13.2. You acknowledge and agree that any third-party product information and pricing that is presented on or through the Software and/or Websites regarding third-party products and services is provided by the applicable third-party merchant (“Merchant”). The Merchant has the ability to change its pricing or terminate its product and/or service availability at any time. We are not involved in any transactions between you and any Merchant, or between you and any other third parties, in connection with any products and/or services which are presented on or through, or which arise out of, your use of the Software and/or Websites. In association with any transactions between you and any Merchant, or between you and any other third parties, in connection with any products and/or services which are presented on or through, or which arise out of, your use of the Software and/or Websites, Dealer Inside does not control, is not responsible for and does not guarantee: (i) the pricing, quality, performance, availability or terms and conditions of purchase of any such products or services; (ii) any payment transactions, delivery, returns or after sales activities related to such products or services; (iii) the availability of such products or services; (iv) the completeness, truth or accuracy of any advertising, listing, or other content or materials about such products and services which are presented on or through the Software and/or Websites; (v) links to any websites or other materials that may be featured or presented on or through the Software and/or Websites. Any questions, complaints, or claims related to any such product or service should be directed to the applicable Merchant.
13.3. The Software and Websites may include hyperlinks to other third party websites. We are not responsible for such third party websites or the availability of such websites, and do not endorse any content or material on such third party websites. Your use of each such third party website is subject to the terms and conditions posted on the applicable website.
14.1. Entire Agreement. You agree that these Terms are the complete, final, and exclusive statement of these Terms between you and us, and supersedes any proposals or prior agreements, promises, representations, descriptions, or any other communications, relating to the subject matter hereof. No amendment, modification, or waiver of these Terms will be valid unless set forth in written instrument signed by both parties, and these Terms may only be modified in writing, signed by an officer of Dealer Inside and you.
14.2. Severability. If, for any reason, a court of competent jurisdiction deems any provision or part of these Terms to be invalid, unlawful or unenforceable, that provision or part shall be enforced to the maximum extent allowed by applicable law if possible, failing which it shall be deleted. In either event, the other provisions and parts of these Terms shall remain in effect and unaffected, such that the remainder of these Terms shall remain in full force and effect.
14.3. You agree to the use of electronic communication in order to enter into contracts, place orders, and create other records and to the electronic delivery of notices, policies and changes thereto and records of transactions with us.
14.4. Our failure to exercise, or delay in exercising, a legal right or remedy provided by these Terms or by law shall not constitute a waiver of our right or remedy. If we waive a breach of these Terms, this shall not operate as a waiver of a subsequent breach of the Terms.
14.5. You may not rent, lease, sub-licence, transfer, sell, resell, share, authorize, assign, or temporarily assign these Terms or any licence, rights or obligations contained herein to any other individual or entity. None of the Software or Website shall be sold or re-sold by you or re-used by anyone else. We may, in our sole discretion and without prior notice, assign these Terms or any rights or obligations contained in them, in whole or in part, to any third parties, successors, licensees, assigns, nominees, or other legal representatives.
14.6. This paragraph 14, along with paragraphs 4.2, 7, 10, 11, and 12, and any other provisions, which are expressed or clearly intended to survive or operate in the event of termination, shall survive termination of these Terms.
14.7. You acknowledge and agree that if we are unable to provide the Software and/or Websites as a result of a force majeure event, we will not be in breach of any of our obligations towards you under these Terms. A force majeure event means any event beyond our control.
14.8. Governing Law. These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. You hereby consent to exclusive jurisdiction and venue of the courts of the Province of Ontario in relation to these Terms. By agreeing to these Terms, you are waiving any claims that you might otherwise have against us based on the laws of other jurisdictions.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE AND/OR DEALER INSIDE WEBSITES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO DEALER INSIDE THE RIGHTS SET FORTH HEREIN.
© Dealer Inside Inc. – Last updated: December 2018
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