AutoRevo Terms and Conditions of Service
These Terms and Conditions (the “Terms and Conditions”) are made by and between the company listed in the signature line (“Dealer”) and AutoRevo, LTD, a Texas Limited Liability Company, located at 1200 Commerce Drive, Suite 100, Plano, TX 75093 (“AutoRevo”), and are effective as of the date that Dealer completes registration on the Account Information Page to use the AutoRevo Services (the “Effective Date”).
These Terms and Conditions amend and restate any and all previous terms and conditions applicable to the AutoRevo Services.
The Terms and Conditions together with AutoRevo’s privacy policy, acceptable use guidelines (“AUP” or “Acceptable Use Policy”), communications policies, and any additional policies, guidelines, or agreements applicable to the AutoRevo Services are, collectively, the “Agreement” between the parties.
1. Definitions.
- In addition to the terms otherwise defined in these Terms and Conditions, the following capitalized terms have the meanings below:
- “AutoRevo Services” means AutoRevo’s software, products, and services Ordered by Dealer, including an internet-based management tool that helps manage and market the Dealer’s inventory.
- “Account Information Page” means the web page (a) on which Dealer signs up to use the AutoRevo Services and (b) that is incorporated by reference herein.
- “AutoRevo Account” means a dealer account with AutoRevo that is created when Dealer completes its registration on the Account Information Page.
- “Dealer Content” means any photograph, illustration, description, marketing copy, and other content and information in any medium provided to AutoRevo by or on behalf of Dealer for use in promoting Dealer and Dealer’s goods via the Internet, phone, text, or other means.
- “Dealer Listings” means the goods and services listed by Dealer with or through the AutoRevo Services.
- “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
- “Order” means an order form or similar document through which Dealer orders AutoRevo Services.
- “Territory” means the United States.
- “Training Sessions” mean training sessions that may be periodically offered to Dealer by AutoRevo related to the AutoRevo Services.
2. Account; Orders; Updates.
- 2.1 Account. Dealer agrees to (a) provide true, accurate, current and complete information as prompted by the AutoRevo Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Dealer provide any information that is untrue, inaccurate, not current or incomplete, or AutoRevo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AutoRevo has the right to suspend or terminate your account and refuse any and all current or future use of all or any portion of the AutoRevo Services.
- 2.2 Account Security. Dealer will receive a password and account designation upon AutoRevo’s acceptance of Dealer’s account. Dealer is responsible for maintaining the confidentiality of the password and account designation and is fully responsible for all activities that occur under its password or account designation. Dealer agrees to immediately notify AutoRevo of any unauthorized use of Dealer’s password or account or any other breach of security. AutoRevo is not liable for any loss or damage arising from Dealer’s failure to comply with this Section.
- 2.3 Orders. Dealer may order AutoRevo Services by submitting an Order to AutoRevo. AutoRevo may accept or reject an Order in its discretion. An Order will not be effective until accepted by AutoRevo.
- 2.4 AutoRevo Service Updates. AutoRevo may update or modify the AutoRevo Services in its discretion.
- 2.5 Agreement Updates. AutoRevo may update or modify the all or any part of the Agreement at any time by posting updates on its website. Continued use of the AutoRevo Services after the Agreement has been updated constitutes acceptance of the updated terms.
3. Dealer Responsibilities.
- 3.1 User Agreement. To use the AutoRevo Services, Dealer must sign up for and maintain an AutoRevo Account in good standing. Dealer will at all times comply with the terms of this Agreement, including the Acceptable Use Policy, the privacy policy located on the AutoRevo website (as may be updated by AutoRevo from time to time), and any other documents, policies, terms, conditions, or guidelines made available to Dealer by AutoRevo. A copy of the Acceptable Use Policy is attached to these Terms and Conditions as an Exhibit. Dealer, its employees, affiliates and third party contractors will conduct themselves in a professional and workmanlike manner that is consistent with AutoRevo policies, guidelines, rules and regulations made available to Dealer. Failure to comply with this Section will be deemed a material breach of these Terms and Conditions and will be grounds for immediate termination of this Agreement by AutoRevo.
- 3.2 Third-Party Terms. Dealer acknowledges that certain AutoRevo Services require or include services from third parties (“Third-Party Services”) which are subject to additional terms and conditions. AutoRevo is not required to provide any such AutoRevo Services unless Dealer agrees to and complies with the applicable Third-Party terms and conditions.
- 3.3 Listing and Sales. Dealer will list vehicles through the AutoRevo Services in accordance with the terms and conditions applicable to the AutoRevo Services and all relevant Third-Party Services. Dealer will ensure that any vehicle that has reached the reserve price on any Third-Party Service will be treated as sold, and will no longer be available for sale (whether online or on the lot). Dealer will promptly finalize the transaction with the purchaser. Dealer shall respond to e-mails from the applicable Third-Party Service within one business day of receipt.
- 3.4 Delivery. Dealer will use best efforts to deliver each vehicle sold through a Third-Party Service within seven (7) business days of the successful bid for such vehicle. In addition, Dealer shall deliver to the successful bidder the actual vehicle listed through the AutoRevo Services and will not substitute or replace the listed vehicle with a different vehicle.
- 3.5 Messaging. With respect to messaging and communications between Dealer and consumers, AutoRevo is solely a facilitator of the message traffic and has no control over individual messages or communications. AutoRevo has no responsibility or liability with respect to the content of any individual message. AutoRevo may, at its option, use programmatic means to filter (pre-screen) messages and keywords that AutoRevo has determined may violate an applicable law or regulation. Dealer shall include clear opt-out/unsubscribe information on its messages to consumers when required to do so by any applicable law or regulation and will otherwise adhere to the requirements described in the AUP, including without limitation the requirement for Dealer to comply with the Messaging Policies.
- 3.6 Disclosures. Dealer will ensure that it makes all legally mandated disclosures and disclaimers to consumer, and will not use personal information in any manner that violates a law or regulation, or is contrary to the privacy policy and standards published by or on behalf of Dealer.
- 3.7 Privacy and Data Security. Without limiting any other obligations in the Agreement, Dealer will comply with all applicable privacy and data security laws and regulations applicable to data and information received through the AutoRevo Services.
- 3.8 Website. Without limiting any of the foregoing requirements, Dealer will ensure that its website complies with all applicable laws, rules, and regulations, including without limitation any requirements related to accessibility, PCI compliance, and consumer protection statutes.
4. AutoRevo Responsibilities.
- 4.1 AutoRevo Services. AutoRevo will make the AutoRevo Services available to Dealer in accordance with the terms set forth in Section 6 below. In addition, AutoRevo may, from time to time, make updates to the AutoRevo Services available.
- 4.2 Training. AutoRevo may, in its sole discretion, periodically provide Training Sessions to Dealer’s employees.
- 4.3 Technical Support and Consultation. AutoRevo will provide technical support via electronic format during business hours of 8:30 AM to 5:30 PM Central Time, Monday through Friday (holidays excluded) which AutoRevo may change at any time upon electronic posting of new hours of support.
5. Term and Termination.
- 5.1 Except as set forth herein, the Term of these Terms and Conditions will be for a period of one (1) month from the Effective Date (“Initial Term”). These Terms and Conditions will automatically renew for additional one (1) month periods unless either party provides written notice to the other of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term. In addition, a party may terminate these Terms and Conditions if the other party materially breaches these Terms and Conditions and does not cure such breach within thirty (30) days following written notice thereof from the other party.
- 5.2 Effects of Termination. Upon expiration or termination, all rights granted hereunder will terminate unless such rights are expressly stated as surviving.
- 5.3 Survival. Sections 1 (“Definitions”); 5.3 (“Survival”); 6.4 (“Ownership”); 8 (“Confidentiality”); 9 (“Representations and Warranties”); 10 (“Indemnification”); 11 (“Limitation of Liability”) and 12 (“General”) will survive the expiration or early termination of these Terms and Conditions, as well as any payment obligations that accrued prior to termination.
6. Usage Rights.
- 6.1 Rights to AutoRevo Services. AutoRevo grants Dealer a nonexclusive, non-transferable, limited right to use the AutoRevo Services during the term of these Terms and Conditions in the Territory solely for Dealer’s auction websites, classified websites, or any other online sales marketplace listings activities in accordance with these Terms and Conditions (the “Listing Sites”). Dealer may not modify, copy, publish, license, or sell any information, software, code, documentation, or materials associated with the AutoRevo Services. Dealer may not rent, lease, transfer or otherwise transfer rights to the AutoRevo Services. Furthermore, Dealer may not use the AutoRevo Services in any manner that could damage, disable, overburden, or impair the Listing Sites, nor may Dealer use the AutoRevo Services in any manner that could interfere with any other party’s use and enjoyment of the Listing Sites. Dealer agree that Dealer will use the AutoRevo Services only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. Dealer’s right to use the AutoRevo Services will terminate immediately if Dealer violates any provision of the Agreement, including any portion of these Terms and Conditions. Upon termination of these Terms and Conditions, Dealer must immediately discontinue all access to and use of the AutoRevo Services.
- 6.2 Content License. Subject to the terms of these Terms and Conditions, Dealer hereby grants to AutoRevo a non-exclusive license to use, reproduce, distribute (only as necessary to promote the Dealer’s listings in a manner consistent with these Terms and Conditions), publicly display and publicly perform (in digital or analog formats) the Dealer Content as reasonably necessary for AutoRevo to advertise and promote Dealer’s goods and services and otherwise to allow AutoRevo to perform its obligations set forth in the Agreement. If Dealer does not own the Dealer Content, Dealer must ensure that it has all rights from the owner to allow AutoRevo to use that Dealer Content in the manner described in the Agreement.
- 6.3 Content Standards. Dealer will not provide any Dealer Content that:
- (i) infringes any third party’s U.S. copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising);
- (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- (iv) is obscene, harmful to minors or child pornographic;
- (v) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or
- (vi) is false, misleading or inaccurate.
- 6.4 Ownership. AutoRevo owns all rights, title and interest in and to the AutoRevo Services, including without limitation all Intellectual Property Rights. Dealer agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the AutoRevo Services. Dealer also agrees not to remove, obscure, or alter AutoRevo’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the AutoRevo Services or website. Except as expressly set forth in these Terms and Conditions, neither party grants to the other any rights in or to any technology, content, customer data, intellectual property or other rights or property of such party. All rights not expressly granted hereunder are reserved.
- 6.5 Data. Dealer acknowledges that certain content and data made available through the AutoRevo Services is subject to the terms and conditions imposed by Third-Party Service providers. Dealer is required to maintain a current agreement and license with such Third-Party Service providers, and AutoRevo may cease providing the AutoRevo Services that are dependent on Third-Party Services if Dealer is no longer authorized or licensed to use or access those Third-Party Services. To the extent Dealer is receiving content or data through a Third-Party Service, Dealer hereby grants AutoRevo all rights and licenses necessary for AutoRevo to access, use, capture, modify, combine, and create derivative works of such content and data for AutoRevo’s internal business purposes, including as necessary for AutoRevo to provide the AutoRevo Services to Dealer. Dealer is required to comply with all consumer privacy statutes (including, without limitation, the California Consumer Privacy Act) with respect to any data obtained or used by Dealer, including through or with the AutoRevo Services. Dealer shall ensure that its privacy policy allows AutoRevo to access and use consumer data with the AutoRevo Services, and to retain communications and data regarding transactions made through the AutoRevo Services.
7. Payment.
- 7.1 Except as otherwise provided in an Account Information Page, Dealer agrees to pay in advance for use of the AutoRevo Services. Fees for other services will be due and payable as set forth in the Account Information Page. All fees under these Terms and Conditions are non-refundable. AutoRevo’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Dealer shall be responsible for payment of all such taxes, levies, or duties, even if such taxes are not listed on an Order Form, excluding only United States (federal or state) taxes based solely on AutoRevo’s net income. Dealer agrees to provide AutoRevo with valid credit card or approved purchase order information and complete and accurate billing and contact information as a condition to purchasing any products or services hereunder, and Dealer agrees to update this information promptly and no less than 30 days after any change to it. Except as otherwise provided in an Account Information Page, AutoRevo reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Dealer, which notice may be provided by e-mail as set forth in Section 12.7 below. If Dealer provides credit card information to AutoRevo, Dealer authorizes AutoRevo to bill such credit card at the time that Dealer orders any products or services and at the time of any renewal, for (a) the amount charged for the Initial Term as indicated on the applicable Order, (b) any other products or services that Dealer purchases under this Agreement, as indicated on an Account Information Page, and (c) in the event of a renewal as provided in Section 5 (“Term and Termination”), the amount charged for any renewal term(s). If AutoRevo, in its discretion, permits Dealer to make payment using a method other than a credit card, AutoRevo will invoice Dealer at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period, and all amounts invoiced shall be due upon receipt of the invoice. Dealer’s account will be considered past due if payment in full is not received on or before the date that the payment is due, and AutoRevo may charge a late fee (not to exceed $100) and interest on any unpaid amount at a rate equal to the lesser of 1.5% per month or the highest rate permitted by law. If Dealer believes that any invoice is incorrect, Dealer must contact AutoRevo in writing within 60 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
- 7.2 Automatic Credit Card Billing Authorization. Upon acceptance of the Terms and Conditions, AutoRevo will automatically bill Dealer’s credit card at the beginning of each billing period for the amounts due for a given billing period plus any overage charges or late fees from the previous month where applicable. By agreeing to these Terms and Conditions, Dealer authorizes AutoRevo to automatically bill the card provided. AutoRevo accepts Visa, Mastercard, and American Express.
8. Confidentiality.
- 8.1 Confidential Information Defined. A party’s “Confidential Information” is defined as any confidential or proprietary information of a party. Confidential Information includes proprietary technical and business information provided by either party to the other hereunder, including but not limited to: (a) patent and patent applications; (b) techniques, sketches, drawing, works of authorship, models, inventions, processes, equipment, algorithms, software programs, including, but not limited to, the AutoRevo Services, code, software source comments, and formulae related to current, future and/or proposed products and services of each of the parties, including information concerning research, development, design details and specifications; and (c) financial information, procurement and/or purchasing requirements, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising data, and marketing plans. The terms of these Terms and Conditions are Confidential Information.
- 8.2 Mutual Obligations. Dealer will hold AutoRevo’s Confidential Information in confidence and will not disclose such Confidential Information to third parties nor use AutoRevo’s Confidential Information for any purpose other than as required to perform under these Terms and Conditions. Such restrictions will not apply to Confidential Information which (a) is already known by the recipient, (b) becomes publicly known through no act or fault of the recipient, (c) is received by recipient from a third party without a restriction on disclosure or use, or (d) is independently developed by recipient without reference to the Confidential Information. The restriction on disclosure will not apply to AutoRevo Confidential Information which is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, provided that recipient will first notify the disclosing party of such disclosure requirement or order and use reasonable efforts to obtain confidential treatment or a protective order.
- 8.3 Return of Confidential Information Upon Termination. Upon termination of these Terms and Conditions, the receiving party will return to the disclosing party all Confidential Information of the disclosing party or destroy all documents or media containing any such Confidential Information and any and all copies or extracts thereof, provided that AutoRevo may retain copies of Dealer Content as reasonably necessary to comply with its internal reporting and archival policies.
- 8.4 Confidential Treatment. Without limiting the foregoing, and subject to compliance with applicable law, Dealer agrees, if possible, to notify AutoRevo in the event any element of these Terms and Conditions may need to be disclosed pursuant to any regulatory or other disclosure requirement, so as to allow AutoRevo to obtain a protective or other order with respect to its confidential information.
9. Representations and Warranties.
- 9.1 Dealer represents and warrants that (a) it will comply with any applicable federal and state laws, regulations and ordinances in the performance of its obligations hereunder, as well as listing vehicles through or with the AutoRevo Services, including vehicle dealer laws and regulations; (b) Dealer entering into these Terms and Conditions and/or its performance hereunder will not violate terms of any other agreement or obligation Dealer has with a third party; and (c) if Dealer is not licensed as a vehicle dealer in the state applicable to a sale, Dealer will not (i) list a vehicle for sale under its User ID, (ii) charge a fee for services based upon a percentage of sales price, and (iii) interact with bidders or purchasers, or filter or otherwise control the flow of information between bidders or purchasers.
- 9.2 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, AUTOREVO, ITS PARENT(S), AFFILIATE(S) AND SUBSIDIARY(IES) DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE AUTOREVO SERVICES AND THE AUTOREVO SITES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN ADDITION TO THE OTHER DISCLAIMERS INCLUDED IN THIS SECTION 8.2, AUTOREVO, ITS PARENT(S), AFFILIATE(S) AND SUBSIDIARY(IES) DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE AUTOREVO SERVICES. AUTOREVO, ITS PARENT(S), AFFILIATE(S) AND SUBSIDIARY(IES) DO NOT REPRESENT OR WARRANT THAT THE AUTOREVO SITES WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. AUTOREVO HAS NO CONTROL OVER ANY THIRD-PARTY SERVICES OR THIRD-PARTY WEBSITE, INCLUDING WITHOUT LIMITATION EBAY, CRAIGSLIST, OR ANY OTHER WEBSITE, AND IS NOT RESPONSIBLE FOR ANY FAILURE, ERROR, MISCONFIGURATION, OR OTHER ISSUE WITH ANY THIRD-PARTY SERVICES OR THIRD-PARTY WEBSITE.
- Dealer acknowledges that it has not entered into these Terms and Conditions in reliance upon any warranty or representation except those specifically set forth herein.
10. Indemnification.
- 10.1 Dealer will defend, indemnify and hold harmless AutoRevo, its officers, directors, employees, agents, parent, affiliates and subsidiaries (collectively, “Indemnified Parties”) against any and all claims, liabilities, losses, causes of actions, demands, investigations, lawsuits, costs, and expenses (collectively, “Claims”) which the Indemnified Parties may incur as a result of any third parties actions arising from or relating to (i) Dealer Listings or Dealer Content; (ii) breach by Dealer of any of its representations, warranties or obligations in the Agreement; (iii) infringement by any Dealer Listing or Dealer Content of a U.S. patent, copyright, trademark right or other intellectual property right of a third party or misappropriation of any third party trade secret, except where such Dealer Listing or Dealer Content has been modified by AutoRevo without authorization, and such modification is the basis of the Claim; (iv) any claim that AutoRevo does not have the right or authority to use or store any data or content provided by Dealer, including data provided in accordance with Section 6.5; (v) any claim that Dealer, the Dealer Listings, Dealer Content, or Dealer website does not comply with applicable law or regulation, or (v) any agreements between Dealer and its customer or other consumer.
- 10.2 The foregoing obligations are conditioned on AutoRevo : (i) giving Dealer prompt notice of the relevant claim, (ii) cooperating with Dealer in the defense of such claim, and (iii) giving Dealer the right to control the investigation, defense and settlement of any such claim, except that Dealer will not enter into any settlement that affects the Indemnified Party’s rights or interest without the Indemnified Party’s prior written approval, which will not be unreasonably withheld. The Indemnified Party will have the right to participate in the defense at its expense.
11 Limitation of Liability.
- NEITHER AUTOREVO NOR ANY OF ITS PARENT(S), AFFILIATE(S) OR SUBSIDIARY(IES) WILL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. IN NO EVENT WILL AUTOREVO, ITS PARENT(S), AFFILIATE(S) OR SUBSIDIARY(IES) BE LIABLE TO DEALER IN AN AMOUNT GREATER THAN THE AMOUNT OF FEES PAID TO AUTOREVO FOR AUTOREVO SERVICES THAT ARE THE SUBJECT MATTER OF A CLAIM UNDER THESE TERMS AND CONDITIONS. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. THIS LIMITATION OF LIABILITY OF AUTOREVO, ITS PARENT(S), AFFILIATE(S) AND SUBSIDIARY(IES) IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THESE TERMS AND CONDITIONS BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
12 General.
- 12.1 Governing Law; Venue. These Terms and Conditions will be construed in accordance with and governed exclusively by the laws of the State of Texas applicable to Terms and Conditions made among Texas residents and to be performed wholly within such jurisdiction, regardless of such parties’ actual domiciles. For purposes of these Terms and Conditions both parties submit to personal jurisdiction in Dallas County, Texas and further agree that any cause of action arising under these Terms and Conditions will be brought exclusively in a state or federal court located in Dallas County, Texas.
- 12.2 Publicity. Dealer will not make any public statement, including but not limited to any press releases, regarding the terms of these Terms and Conditions, or any aspect thereof or the relationship of the parties without AutoRevo’s prior written approval; provided that to the extent such disclosure is required by law, rule, regulation, or governmental or court order, the party requesting disclosure will furnish the other party with sufficient time to address such request with any such governmental agency and seek confidential treatment. Nothing herein will require AutoRevo to approve the issuance of a public statement or obligate AutoRevo to participate in any public statement.
- 12.3 Independent Contractors. These Terms and Conditions do not create, and nothing contained in these Terms and Conditions will be deemed to establish a joint venture between the parties, or the relationship of employer-employee, partners, principal-agent or the like. Further, neither party will have the power to bind the other without the other’s prior written consent, nor make any representation that it has any such power.
- 12.4 Assignment; Subcontractors. Neither party may assign its right or obligations hereunder without the express written consent of the other party; provided however, that either party may assign the Agreement (including these Terms and Conditions) as a result of a merger, acquisition or sale of all or substantially all of its assets. Notwithstanding anything herein to the contrary, (a) nothing herein restricts Dealer’s rights to assign any of its obligations or rights to an Dealer affiliate, provided that AutoRevo gives prior consent to such assignment in writing, such consent not to be unreasonably withheld or delayed, and (b) neither party is restricted from using subcontractors to fulfill its obligations, provided that the party retaining the subcontractor remains responsible for such subcontractor’s performance and any breach of the Agreement by a subcontractor will be deemed a breach by the retaining party.
- 12.5 Severability; Headings. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
- 12.6 Force Majeure. AutoRevo will not be liable to Dealer on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms and Conditions if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquake, fire and explosions, but the inability to meet financial obligations is expressly excluded.
- 12.7 Notice. Any notice under these Terms and Conditions will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or email. Notices will be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section (“Notice”).
- 12.8 No Third Party Beneficiaries. Except as explicitly stated herein, Dealer hereby acknowledges and agrees that there will be no third party beneficiaries to these Terms and Conditions.
- 12.9 No Export. Dealer acknowledges that the AutoRevo Services are for use in the Territory and underlying technology may not be downloaded or exported outside the Territory.
- 12.10 Entire Terms and Conditions; Waiver. These Terms and Conditions, including all documents referred to herein, sets forth the entire understanding and Terms and Conditions of the parties, and supersedes any and all oral or written agreements or understandings between the parties. These Terms and Conditions may be changed by AutoRevo in writing at any time, without notice. The waiver of a breach of any provision of these Terms and Conditions will not operate or be interpreted as a waiver of any other or subsequent breach. In the event of a conflict between these Terms and Conditions and any appendices attached hereto, the provisions in these Terms and Conditions will control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered these AutoRevo Terms and Conditions of Service as of the Effective Date.
AutoRevo, LTD | Dealer: __________________________ |
By: ______________________________ | By: ______________________________ |
Name: ____________________________ | Name: ____________________________ |
Its: _____________________________ | Its: _____________________________ |
Date: ____________________________ | Date: ____________________________ |
EXHIBIT A
Acceptable Use Policy
Dealer agrees to not use the AutoRevo Services to do any of the following:
- Upload, post, text message, email, transmit or otherwise make available any illegal contests or gambling, unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Upload, post, text message, email, transmit or otherwise make available any adult content or content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, or which violates the Intellectual Property Rights of a third party;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the AutoRevo Service;
- Upload, post, text message, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any mobile telephone, mobile device, computer software or hardware or telecommunications equipment;
- “Stalk” or otherwise harass another;
- Use any equipment or software that has the capacity to store or produce telephone numbers to be called, using a random or sequential number generator, in conjunction with your use of the AutoRevo Services;
- Use any equipment or software that has the capacity to initiate messages without human intervention, in conjunction with your use of the AutoRevo Services;
- Send any calls to life-line services, such as hospitals, fire, police, 911 or utility- related telephone numbers;
- Use strings of numbers as it is unlawful to engage two or more lines of a multi-line business;
- Harvest or otherwise collect information about others, without their consent;
- Mislead others as to the identity of the sender of your messages, by creating a false identity, impersonating the identity of someone/something else or by providing contact details at do not belong to Dealer;
- Transmit, associate or publish any unlawful, racist, harassing, libelous, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic or otherwise objectionable material of any kind;
- Transmit any material that may infringe upon the Intellectual Property Rights of third parties including trademarks, copyrights or other rights of publicity;
- Transmit any material that contains viruses, trojan horses, worms, time bombs, cancel-bots or other harmful/deleterious programs;
- Interfere with, or disrupt, networks connected to the AutoRevo Services or violating the regulations, policies or procedures of such networks;
- Attempt to gain unauthorized access to the AutoRevo Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means;
- Interfere with another’s use and enjoyment of the AutoRevo Services or AutoRevo sites; or
- Engage in any other activity that AutoRevo believes could subject it to criminal liability or civil penalty/judgment.
Communications and Texting Requirements
AutoRevo is committed to complying with the Telecommunications Consumer Protection Act (TCPA) and similar acts and laws, and requires all Dealers to do the same when communicating with consumers. Accordingly, Dealer will strictly adhere to the following policies and requirements when using the AutoRevo Services:
- “Consumer Best Practices Guidelines” means the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association.
- “CTIA Messaging Principles” means (a) the CTIA Messaging Principles and Best Practices, dated as of July 2019, as amended, supplemented and/or superseded from time to time by the CTIA The Wireless Association; or (b) to the extent applicable, CTIA Short Code Monitoring Handbook, dated as of March 2017, as amended, supplemented and/or superseded from time to time by the CTIA The Wireless Association; or (c) any other similar documents or guidelines promulgated from time to time by the CTIA The Wireless Association.
- “Messaging Policies” means the messaging policies and guidelines applicable to the AutoRevo Services, as such policies and guidelines are made available in writing by AutoRevo.
- Dealer’s use of messaging must comply with the Messaging Policies, all applicable CTIA Messaging Principles, the Consumer Best Practices Guidelines, and all applicable laws including, without limitation, the TCPA. Dealer will be solely responsible for the evaluation and qualification of Dealer’s actual and prospective recipients and customers to ensure it follows the Messaging Policies, applicable CTIA Messaging Principles and the Consumer Best Practices Guidelines, and TCPA requirements. Unless otherwise expressly stated by AutoRevo in writing, all communications and texting tools and services are intended to be used solely for one-to-one communications with consumers who have previously expressed an interest in a Dealer listing, and they are not to be used for mass marketing or opt-out communications.
- Any message that does not comply with the Messaging Policies, CTIA Messaging Principles, the Consumer Best Practices Guidelines, TCPA, and other applicable laws or regulations constitutes a violation of the Agreement. If there is any conflict among the Messaging Policies, CTIA Messaging Principles, the Consumer Best Practices Guidelines, and applicable law or regulation, the following order of precedence will apply: (a) applicable law and regulation will control over (b) the Messaging Policies, which will control over (c) the CTIA Messaging Principles, which will control over (d) the Consumer Best Practices Guidelines.
- Dealer acknowledges that it is responsible for obtaining, reviewing, and complying with the Messaging Policies, CTIA Messaging Principles, the Consumer Best Practices Guidelines, TCPA, and other applicable laws and regulations, and AutoRevo expressly disclaims all responsibility and liability for any failure by Dealer to comply with Dealer’s legal obligations. AutoRevo does not provide legal advice regarding the interpretation of any law or regulation, and Dealer is solely responsible for seeking the advice of legal counsel prior to engaging in any messaging or other communications governed by the TCPA or similar laws. Dealer must ensure that any third party Dealer engages to provide assistance related to marketing or communications through the AutoRevo Services must comply with the terms of the AUP, including the Communications and Texting Requirements.