CarDeals.com Terms of Use Agreement
Effective Date: June 3, 2010
The CarDeals.com Website and associated content (collectively “Website”) is owned and provided by CarDeals (“CarDeals”).
YOU UNDERSTAND AND AGREE THAT YOU HAVE A DUTY TO READ THIS AGREEMENT. You warrant and agree that, by using the Website, you assent to and agree to be bound by the terms, conditions, obligations, and warranties contained within this Terms of Use agreement (“Agreement”). If you do not agree to be bound by terms of this Agreement, you are not authorized to use the Website.
CarDeals provides a directory service whereby you can list a car for sale, find a lease that is listed by a participating car dealership, find a car that is listed through a participating dealership, and participate in CarDeals’ Registered Dealer Program. You understand and agree that CarDeals does not directly sell vehicles, transfer vehicle titles, ship or deliver vehicles, collect payment for vehicles, issue lease contracts for vehicles, or perform any other traditional services of a vehicle dealership or broker.
CarDeals provides the Website as a service to its users. You understand and agree that CarDeals will not be held liable for any third-party content displayed on or through the Website or linked to through the Website, including but not limited to advertisements, prices, or third-party web pages.
CarDeals provides you with a license to use the Website, and that license is subject to the terms of this Agreement. You are expressly prohibited from using the Website outside of the uses specified in this Agreement.
CARDEALS RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE DISCRETION. IF AND WHEN THE TERMS OF THIS AGREEMENT CHANGE, THE EFFECTIVE DATE OF THE AGREEMENT WILL CHANGE. IF YOU CONTINUE TO USE THE WEBSITE AFTER A CHANGE IN THE EFFECTIVE DATE OF THE AGREEMENT, YOU AGREE THAT YOUR CONTINUED ACCESS WILL CONSTITUTE A MANIFESTATION OF ASSENT TO THE TERMS OF THE AMENDED, CHANGED, OR SUBSTITUTED AGREEMENT.
1. General Disclaimer
You understand and agree that the content of the Website will not be considered to be a representation to be reasonably relied upon. Nothing on the Website will be construed to create a duty of care in CarDeals or a warranty of any kind.
You understand and agree that CarDeals takes no responsibility and cannot be held liable for the information contained on any third-party website, information sent to CarDeals by or through third-party websites, and information intercepted by third parties. CarDeals takes no responsibility for the content of any advertisements placed on the Website, as well as for any content contributed to the website by third parties. You understand and agree that CarDeals does not take responsibility and will not be held liable for any opinions, views, or statements expressed by third-parties or contained within content submitted by third-parties to the Website.
CarDeals takes no responsibility and will not be held liable for the accuracy of the Website, and you hereby agree to hold CarDeals harmless for any and all inaccuracies, omissions, or errors on the Website or within content submitted to the Website by third parties.
2. Competency; Agreement of Registered and Non-Registered Users
You warrant that you are over the age of eighteen (18) and are fully capable and competent to agree to the terms, conditions, obligations, affirmations, representations, and warranties contained in this Agreement. Both registered users and non-registered users hereby agree to be bound and abide by the terms of this Agreement. Use of the Website outside of the terms of this Agreement is void where prohibited.
3. Lawful Use
You understand and agree that you are prohibited from using the Website outside of the uses specified in this Agreement. You further understand and agree that you may not use the Website in violation of any applicable law or regulation. You warrant that you will comply with all applicable laws or regulations when using the Website.
4. Privacy Policy
CarDeals has adopted this Privacy Policy to provide you with notice of CarDeals’ collection and use of personal information from users of the Website and CarDeals’ disclosure practices for that personal information. CarDeals’ Privacy Policy is hereby incorprated by reference into this Agreement.
You understand that you have the opportunity to refuse to permit CarDeals’ further collection or use of your personal information.
5. Ownership of Website Content
CarDeals is the exclusive owner of the Website and its associated content, including but not limited to its text, software, scripts, graphics, photos, files, images, sounds, selection and arrangement, and interactive features.
CarDeals is also the exclusive owner of, or has licensed rights to, all trademarks, service marks, design marks, or logos that are used in association with the Website, including but not limited to the CARDEALS mark. The Website is subject to all applicable intellectual property and other laws, including but not limited to trademark law, copyright law, patent law, and trade secret law.
You are expressly prohibited from using CarDeals’ trademarks, trade names, or trade dress as an indicator of source or as a part of a domain name that is likely to cause consumer confusion. CarDeals’ trademarks, trade names, or trade dress may not be used without the prior written consent of CarDeals.
6. Limited License to Use Website
CarDeals hereby grants you a limited, non-exclusive, non-sublicensable, royalty free license to use the Website for non-commercial purposes. You are expressly prohibited from republishing, incorporating, making derivative works of, or otherwise using the Website without the prior written consent of CarDeals. You are expressly prohibited from using any data mining, robots, scraping, or other data gathering or extraction methods on the Website. You further agree that you will not make any derivative works of the Website or delete or modify, in any way, any copyright or other proprietary notices that appear on the Website. Except where otherwise specified in this Agreement, CarDeals reserves all rights in and to the Website.
You agree and warrant that you will not use the Website for commercial use without the prior written consent of CarDeals, including but not limited to the sale of the Website content for the purpose of gaining subscription or advertising revenue and the use of the Website’s content to displace the market for CarDeals.
This limited license will automatically terminate if you breach any of the terms or conditions of this Agreement. CarDeals may terminate your use of the Website, including any member account or delete any User Generated Content that you submit to the Website at any time and in its sole discretion, including for a breach of the terms or conditions of this Agreement.
CarDeals’ trademarks, service marks, design marks, trade names, and logos, including but not limited to CARDEALS, are registered or common law trademarks, service marks, design marks, trade names, or logos under the laws of the United States. You understand and agree that you may not use the trademarks, service marks, design marks, trade names, or logos of CarDeals to indicate source or sponsorship or that is likely to cause confusion as to source or sponsorship in meta tags, domain names, vanity URLs, or otherwise without the prior written consent of CarDeals.
7. User Submitted and User Generated Content
You understand and agree that you are responsible for any user generated content that you submit to CarDeals, including but not limited to any text, photos, profile information, name, likeness, music, video, advertisements, listings, information, patterns, designs, ideas, selections, arrangements, creations, prices, or other content (collectively “User Generated Content”). Your User Generated Content belongs to you, subject to copyright, trademark, or other intellectual property rights, including but not limited to CarDeals’ rights outlined below.
If you submit User Generated Content to the Website or create User Generated Content through the Website, you agree to grant CarDeals an irrevocable, royalty free, sublicensable, and non-exclusive license to use that User Generated Content for any and all purposes. These purposes may include but are not limited to making copies of your User Generated Content for archival purposes and reproducing, displaying, implementing, creating derivative works of, or distributing your User Generated Content for commercial or non-commercial purposes. You hereby explicitly agree to waive all moral rights in your User Generated Content, whether you have or have not asserted such moral rights. CarDeals expressly reserves the right to remove, refuse, modify, delete, or edit any User Generated Content that you submit to the Website.
You hereby warrant that any User Generated Content that you submit to the Website will not infringe upon or violate the rights of third parties. These rights may include but are not limited to copyright rights, trademark rights, trade secret rights, rights to privacy or publicity, or other personal or proprietary rights. You also agree and warrant that your User Generated Content will not contain defamatory material or any other unlawful material.
CarDeals will handle all notices of copyright infringement that comply with the provisions of the Digital Millennium Copyright Act in accordance with CarDeals’ established Copyright Policy.
You understand and agree that you bear the ultimate responsibility for backing up any User Generated Content that you submit to the Website. You agree that CarDeals will not be held liable for any errors, omissions, corruption of data, or loss of data.
8. User Accounts
CarDeals may provide you with a registered user account, including a username and password, whereby you may establish a profile and change your personal information and other preferences (“User Account”). You warrant that you will provide CarDeals with the most current, accurate, and complete information about yourself or your dealership where requested by CarDeals. You understand and agree that you have an ongoing duty to continually update your personal information if and when it changes. You agree to keep your username and password secure from unauthorized access and you agree that you take full responsibility for any and all actions that occur using your User Account, whether authorized or unauthorized.
You may appoint others to act as your agent to use the Website. You understand and agree that any user that you authorize to have access to your User Account has the capacity to contract and is your authorized legal agent. You agree to bear the ultimate responsibility for any access to your User Account, whether authorized or unauthorized, and you agree to hold harmless and indemnify CarDeals for any damages that arise out of or in relation to the use of your User Account.
CarDeals may also allow you to register a special User Account that is only offered to vehicle dealerships (“Dealer Account”). CarDeals may require vehicle dealerships to pay a fee before registering and using a Dealer Account. Any and all fees paid for Dealer Account services will be non-refundable in the event that any User Generated Content submitted by the owner of a Dealer Account is removed for a violation of the terms of this Agreement. You understand and agree that Dealer Accounts will be subject to the same terms, conditions, duties, obligations, and warranties as standard User Accounts.
9. CarDeals as Interactive Service Provider
You understand and agree that CarDeals is an interactive service provider under the definition of those terms outlined in § 230 of the Communications Decency Act. CarDeals’ Website may allow content to be submitted to the Website or may contain links to third party websites that CarDeals does not own or control. CarDeals takes no responsibility for the content that is submitted to its Website by third parties or for the content of third party websites linked to through the Website. You agree to hold CarDeals harmless for any and all liability arising out of content submitted to the Website or out of your use of third party websites.
CarDeals has no duty to monitor content submitted to the Website, but it may, within its sole discretion, choose to monitor, edit, modify, refuse, or delete any content submitted to the Website without notice to the submitting party and for any reason, or which might be offensive, harmful, or threatening to the safety of others. You understand and agree that CarDeals’ provision of the Website does not imply its approval or endorsement of any content submitted to the Website or the content of third party websites linked to through the Website. You have an obligation to report all inappropriate behavior to CarDeals immediately.
10.Vehicle Listings, Vehicle Images, Site Operation, and Representations
You understand and agree that CarDeals is not responsible for the accuracy, relevancy, or timeliness of the vehicle listings provided through the Website. CarDeals cannot independently verify the information that is listed on or through the Website and CarDeals does not act as a party in any transaction that may arise out of a listing displayed on or through the Website. CarDeals is not responsible for any errors or omissions in or the accuracy of prices, taxes, compliance fees, title transfer fees, license fees, financing charges or fees, regulatory fees, or any other fees, charges, or prices that may arise out of your listing, sale, purchase, or lease of a vehicle listed on or through the Website. CarDeals is not responsible for any errors or omissions in vehicle images, including but not limited errors or omissions in makes, models, colors, options, styles, trim, or packages. You warrant that you will hold harmless and indemnify CarDeals from any and all claims, damages, judgments, penalties, or fees, including court costs and attorneys fees, arising out of or in relation to your use of the Website or your purchase of a vehicle through a third party that has listed a vehicle for sale or lease on or through the Website.
11.No Spam Policy
You understand and agree that you will not send unsolicited advertisements, whether sent through email or telephone, through the Website. You warrant and agree that you will comply with all applicable laws and regulations concerning unsolicited advertisements, including but not limited to the federal CAN SPAM Act.
12.Limitation of Liability
THE WEBSITE IS PROVIDED BY CARDEALS ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF EFFORT TO ACHIEVE PURPOSE, OF QUALITY OR ACCURACY, OF NON-INFRINGEMENT, OF TITLE, ABSENCE OF LATENT OR OTHER DEFECTS, OR THE PRESENCE OF ERRORS WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THIS EXCLUSION MAY NOT APPLY TO YOU.
CARDEALS IS NOT RESPONSIBLE FOR ANY USER GENERATED CONTENT, USER CONDUCT, OR THIRD PARTY APPLICATIONS, SOFTWARE, OR OTHER CONTENT POSTED TO THE WEBSITE. CARDEALS ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, ALTERATION, DESTRUCTION OF IDENTITY, OR UNAUTHORIZED ACCESS TO A MEMBER.
YOU UNDERSTAND AND AGREE THAT CARDEALS WILL NOT BE HELD LIABLE TO YOU FOR ANY CLAIMS, DAMAGES, PENALTIES, AWARDS, OR JUDGMENTS THAT ARISE OUT OF OR IN RELATION TO YOUR USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, INCIDENTIAL DAMAGES, EXEMPLARY DAMAGES, SPECIAL DAMAGES, OR PUNATIVE DAMAGES. YOU UNDERSTAND AND AGREE THAT CARDEALS WILL NOT BE HELD LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF THE AMOUNT THAT YOU PAID TO USE THE WEBSITE, AND IN NO CASE WILL THIS AMOUNT EXCEED $1,000. IF YOU DID NOT PAY TO ACCESS THE WEBSITE, YOU UNDERSTAND AND AGREE THAT YOUR REMEDIES WILL BE LIMITED TO INJUNCTIVE RELIEF.
CarDeals reserves the right to discontinue the Website at any time and for any reason with or without notice to you.
13.Indemnification
You agree that you will hold harmless, defend, and indemnify CarDeals, including its members, employees, agents, affiliates, directors, officers, and board members, from and against all claims, damages, liabilities, penalties, costs, and judgments, including attorney fees, that arise out of or in connection with your use of the Website, your violation of a term or provision of this Agreement, or you violation of the rights of a third party. You agree that your obligation to hold harmless, defend, and indemnify CarDeals will survive the termination or failure of this Agreement and your use of the Website.
14.Remedies
CarDeals’ failure to seek relief for your breach of any duty under this Agreement will not waive the right of CarDeals to seek relief for any subsequent breach.
You agree that the Website is located in the State of Florida for all legal and non-legal purposes. You also agree that the Website is a passive website that does not give rise to personal jurisdiction over CarDeals in jurisdictions other than Delaware.
YOU AND CARDEALS AGREE THAT ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, ITS BREACH, OR ITS VIOLATION, INCLUDING DISPUTES AS TO THE INTERPRETATION OF THIS AGREEMENT OR THIS ARBITRATION CLAUSE, WILL BE EXCLUSIVELY AND FINALLY SETTLED BY ARBITRATION. THIS ARBITRATION WILL BE HELD IN DAVIE, FLORIDA AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR WILL DECIDE THE PARTIES’ CLAIMS BASED ON THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF FLORIDA AND WILL HAVE THE DISCRETION TO AWARD COSTS AND ATTORNEYS’ FEES. YOU AND CARDEALS AGREE THAT THE DETERMINATION OR AWARD OF THIS ARBITRATOR MAY BE ENTERED AS A JUDGMENT IN ANY COURT SITTING WITHIN THE STATE OF FLORIDA THAT HAS JURISDICTION OVER THE SUBJECT MATTER OF THE DISPUTE. YOU AND CARDEALS AGREE THAT THE PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF FLORIDA IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. THIS ARBITRATION CLAUSE WILL SURVIVE THE FAILURE OR TERMINATION OF THIS AGREEMENT OR ANY OF ITS PROVISIONS. YOU AND CARDEALS AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
15.Assignment
You are expressly prohibited from assigning your rights, duties, benefits, or obligations created by or under this Agreement to a third-party. CarDeals expressly reserves the right to assign its rights, duties, benefits, or obligations, including but not limited to in a sale of CarDeals or the Website.
16.Severability and Waiver
No finding that a provision of this Agreement is invalid or unenforceable will affect the validity or enforceability of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, that provision will be reformed to the extent necessary to make it valid and enforceable.
You understand and agree that no provision or term of this Agreement will be considered to have been waived unless said waiver is in writing and signed by the party to be charged. You also understand and agree that no party will be found to have consented to a breach of any term or provision of this Agreement unless said consent is in writing and signed by the party to be charged.
17.Integration
The terms and provisions of this Agreement will be considered the entirety of the Agreement between the parties as to the Website. The parties understand and agree that there are no other representations, provisions, understandings, or agreements that are not represented by the terms of this Agreement. You understand that any provisions that appear in any other communication between you and CarDeals concerning the Website will not bind CarDeals.
