Dealertrack reserves the right at any time to: (i) to change the Agreement; (ii) change the Site, including eliminating or discontinuing any content or feature of the Site; or (iii) change the fees or charges for use of the Site.Any change will be effective immediately when posted on the Site. Your continued access to or use of the Site will be deemed acceptance of such changes.
Each time you enter in a login ID and password on the Site: (1) you represent that you have been authorized to use the Site by (i) Dealertrack; or (ii) a party that has an agreement with Dealertrack, in accordance with the terms of such agreement; (2) you represent that you are an employee or agent of a party described in item (1) above; (3) you represent that you are the user assigned to use the login ID and password that is accessing the Site and (4) you agree to be bound by the Agreement. Use of the Site is restricted to Dealertrack and its authorized users. Unauthorized use of the Site including, but not limited to, unauthorized entry into the Site, misuse of passwords, or misuse of any information within the Site is strictly prohibited. Authorized Users of the Central Dispatch Site will be referred to herein as “CD Members” and authorized users of the jTracker Site will be referred to as “JT Members”. The term “Members” will refer to CD Members and JT Members, collectively.
If you download software from the Site ("Software"), such Software is licensed on a limited basis to you by Dealertrack or the owner of such Software. Title to the Software is not transferred to you. You own the medium on which the Software is recorded, but Dealertrack retains all right, title and interest in and to the Software, and all intellectual property rights therein. You may not re-sell, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form, or transfer the Software to any third party.
The trademarks, logos, and service marks displayed on the Site (collectively the "Trademarks") are the registered and unregistered trademarks of Dealertrack, Dealertrack's licensors and suppliers, and others. The Trademarks owned by Dealertrack, whether registered or unregistered, may not be used in connection with any product or service that is not Dealertrack's, in any manner that is likely to cause confusion with customers, or in any manner that disparages Dealertrack. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Dealertrack, Dealertrack's licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Dealertrack will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
While using the Site, you agree not to:
Although Dealertrack strives to provide Materials that are both useful and accurate, data and other information change frequently. Accordingly, although Dealertrack endeavors to use reasonable care in assembling the Materials, the Materials may not be up-to-date, accurate or complete. In addition, much of the Materials are contributed to the Site by industry service providers or Members. The inclusion of such information does not indicate any approval or endorsement of such providers or Members, and Dealertrack expressly disclaims any liability with respect to the foregoing.
By submitting any Material to Dealertrack or to the Site, you grant Dealertrack the irrevocable, royalty-free, fully-paid, worldwide right to use such Material in any manner in connection with the Site, its services or any other products or services offered by Dealertrack. Without limiting the generality of anything set forth in this Agreement, you will not submit any material or other data or information that violates law or the rights of any third party or that is unreliable, incomplete, inaccurate, obscene, libelous, defamatory or otherwise objectionable. By submitting a rating of another Member to the Site, you declare that you have conducted business with such Member. If you rate a Member with which you have not conducted business, Dealertrack may suspend or terminate your account or your ability to rate other Members. While Dealertrack does not and cannot control any Material or other data or information provided by you or the Site's other Members, Dealertrack reserves the right to reject or remove any such Material or other data or information at any time with or without reason.
You understand and acknowledge that the Site, including, without limitation, the Central Dispatch System and the jTracker System, is provided to you solely as means for helping you connect with companies and individuals in the auto transport industry. Without limiting the generality of anything set forth in this Agreement, you also acknowledge and agree that Dealertrack has no monitoring, enforcement or other obligations or responsibilities in relation to the Members, any data, information or materials provided by them, their businesses or any business relationships between the Members. If you decide to enter into a business relationship with a Member, you understand and agree that you do so at your sole risk and you are solely responsible for managing such business relationship and enforcing any and all rights and remedies you may have against such Member. Any contract or agreement for auto transport services that you may enter into by accessing and using the Site (whether you are a carrier, broker, dealer or other entity) is solely between you and the applicable carrier, broker, dealer or other entity. Dealertrack is not a party to any such contract or agreement, has no obligations under any such contract or agreement, and expressly disclaims all liability whatsoever arising out of, or in connection with, any such contract or agreement. If you have a dispute with one or more Members, you release Dealertrack (and its affiliates, and their respective directors, officers and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive all rights under California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
This Agreement will remain effective until terminated in accordance with its terms. Your subscription to the Site will expire automatically at the end of each calendar month for which you have paid the monthly subscription fees in advance, unless you pre-pay your applicable subscription fees for an additional calendar month, in which case your subscription will continue for an additional calendar month. Either party may terminate this Agreement immediately upon notice to the other party. In addition, Dealertrack reserves the right to immediately terminate this Agreement, and/or your access to and use of the Site or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Site will immediately cease, and you must destroy all Materials obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise. Provisions set forth in sections 4(c), 6, 7, 8, 11, 12, 13, 18 and 20 will survive any termination.
You agree to pay subscription and other fees per Dealertrack's rate schedule in effect from time to time in order to maintain access to or use your account and the Site's services. You are also responsible for any sales, use or other taxes applicable to the services provided under this Agreement. Payment terms are net 10 days. Delinquent accounts are subject to immediate suspension or termination without notice. Subscription fees will not be pro-rated for any partial month. If you pay by credit card or debit cards and if payment is not received by Dealertrack from the card issuer or its agents, you agree to pay all amounts due upon demand by Dealertrack. If you subscribe to any other websites owned or operated by Dealertrack, you agree that DealerTrack has the right to first apply any payments made under this Site to any outstanding amounts that may be owing with respect to your subscription with any of Dealertrack's other websites.
THE SITE, THE MATERIALS, ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE AND ANY SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH THE SITE IS HOSTED OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF COMPANY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE, IN THE SOFTWARE OR OTHERWISE, WILL CREATE ANY WARRANTY. DEALERTRACK RESERVES THE RIGHT TO CHANGE ANY SOFTWARE OR HARDWARE CONFIGURATIONS (INCLUDING STORAGE CAPABILITIES) AT ANY TIME IN ITS SOLE DISCRETION. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK.
UNDER NO CIRCUMSTANCES WILL DEALERTRACK, ITS AFFILIATES OR ITS SUBSIDIARIES, OR THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SPONSORS, AND OTHER PARTNERS OF EACH BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE SERVICES OR MATERIALS AVAILABLE ON THE SITE, INFORMATION CONTAINED WITHIN THE SITE, OR RELIANCE ON ANY INFORMATION, MATERIALS OR RESULTS PROVIDED TO OR RECEIVED THROUGH THE SITE, EVEN IF DEALERTRACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN NO EVENT WILL DEALERTRACK, ITS AFFILIATES’ AND ITS SUPPLIERS’ AGGREGATE LIABILITY FOR DAMAGES IN ANY AND ALL ACTIONS, HOWEVER BASED, ARISING OUT OF OR IN CONNECTION WITH EACH SITE EXCEED THE FEES AND CHARGES PAID BY MEMBER TO DEALERTRACK IN THE PRECEDING 6 MONTHS FOR THE AFFECTED SITE. WITHOUT LIMITING THE FOREGOING, DEALERTRACK WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM (1) YOUR INABILITY TO ACCESS OR USE THE SITE AND ITS SERVICES OR (2) ANY DATA, INFORMATION OR MATERIALS PROVIDED BY THE MEMBERS. YOU HAVE ACCEPTED THE ABOVE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AS PART OF A BARGAIN WITH RESPECT TO THE PRICING OF DEALERTRACK'S SERVICES PROVIDED ON THE SITE AND UNDERSTAND THAT THE PRICING WOULD BE HIGHER IF DEALERTRACK WERE REQUIRED TO BEAR LIABILITY IN EXCESS OF THAT STATED HEREIN.
You agree to indemnify, defend and hold Dealertrack and its subsidiaries, affiliates, and the respective officers, directors, agents, partners, sponsors, employees and independent contractors of each harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of: (a) content, data, Materials or information you submit, post to or transmit to or through the Site; (b) your access or use of the Site and its services, whether authorized or not; (c) your reliance upon any Materials provided through the Site; (d) your use or disclosure of any content, data, Materials or information received through the Site; (e) your negligence, omissions or misconduct, your violation of any rights of another party; or (vi) any and all services provided by you to other Members or communications or representations by you to other members.
“Confidential Information” means the nonpublic and/or proprietary information revealed by Dealertrack, including without limitation all forms and types of financial, business, scientific, technical, economic or engineering information of Dealertrack, and including without limitation, the applications provided through the Site. You agree to keep all Confidential Information acquired from Dealertrack, whether in connection with your use of the Site or otherwise, confidential by exercising the same degree of care you exercise with your confidential information but in no instance less than commercially reasonable. You may not use the Confidential Information except as expressly provided herein, and you may not disclose the Confidential Information without express written permission from Dealertrack. All Confidential Information will remain the property of Dealertrack and will not in any manner be deemed licensed or transferred to you. You must return or destroy all Confidential Information on Dealertrack’s request, upon the termination of this Agreement or upon termination of your rights to use the Site. You must comply with all privacy and data protection laws, rules and regulations which are or which may in the future be applicable to your use of the Site or any applications, data or information provided on or through the Site. Without limiting the generality of the foregoing sentence, you agree that you will not use or disclose to any other party any nonpublic personal information which you receive in connection with the Agreement or through the Site, except as expressly permitted in the Agreement or by applicable law. You acknowledge and agree that: (a) irreparable injury will result to Dealertrack in the event of a breach by you of this obligation of confidentiality, (b) Dealertrack’s remedy at law for such breach is inadequate and (c) Dealertrack, in addition to any money damages for any such breach, will be entitled to temporary and permanent injunctive relief without the necessity of proving damages, and that Dealertrack will not be required to post bond as a condition of such relief.
You grant Dealertrack the right, at Dealertrack's option and expense, to use the name of the entity you represent (if any), including reproduction of such entity's trademark, trade name, service mark and logo, for advertisements and on other marketing materials of Dealertrack.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Dealertrack infringe your copyright, you (or your agent) may send Dealertrack a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Dealertrack to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by Dealertrack against you, the DMCA permits you to send Dealertrack a counter- notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to Dealertrack, Inc., 1111 Marcus Ave. Ste. M04, Lake Success, New York 11042. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
The Site is solely directed to individuals residing in the United States. Dealertrack makes no representation that Materials available on or through the Site are appropriate or available for use in locations outside of the United States. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Any disputes arising from or related to the Site or services provided to you by Dealertrack will be governed by the laws of the State of New York (without reference to the conflict of law rules thereof).� With respect to any litigation arising out of or relating to this Agreement, each party agrees that it will be filed in and heard by the state or federal courts with jurisdiction to hear such suits located in Nassau County, New York. Any claim or cause of action by you against Dealertrack with respect to your access or use of the Site and its services or your account must be brought within one (1) year after the claim or cause of action arises.
Dealertrack may assign this Agreement. Dealertrack may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign this Agreement or any of its rights, responsibilities or obligations under this Agreement, without the prior written consent of Dealertrack, which can be withheld in Dealertrack’s sole and absolute discretion.
Dealertrack and its personnel, agents, suppliers and affiliates are acting as independent contractors and not as your employees or agents. Under no circumstance will either party have the right or authority to enter into any contracts or assume any obligations for the other or to give any warranty to or make any representation on behalf of the other. This Agreement, any additional terms published by Dealertrack, and any click-through agreements constitute the complete and exclusive agreement between the parties with respect to the subject matter of this Agreement, and supersede any previous or contemporaneous negotiations, proposals, understandings, and all oral and written agreements between the parties relating to the subject matter of this Agreement. No verbal statement of a Dealertrack employee will affect the rights, obligations or warranties of the parties hereunder. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, invalid or unenforceable, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and, in any event, the remaining provisions of this Agreement will remain in full force and effect. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy.
The Central Dispatch Site is provided by Dealertrack Central Dispatch, Inc. and the jtracker Site is provided by Dealertrack, Inc. If you have any questions, comments or complaints regarding these Terms of Service or the Site, feel free to contact Dealertrack through the Contact Us link found at the bottom of the Site or by calling 800-928-7869.