User Agreement

IMPORTANT: READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE ACCEPTING THESE TERMS AND CONDITIONS. WE ADVISE THAT YOU PRINT AND KEEP A COPY OF THIS AGREEMENT.

This agreement is between each customer ("Dealer") and Exit Solutions, Inc. d.b.a. Dealer Car Search ("DCS"). Dealer agrees that this User Agreement constitutes a legally binding agreement between Dealer and DCS. This site, www.dealercarsearch.com, as a whole and each individual page, as well as its content, information, text, graphics, images, photos, video, sound recordings, data and software (collectively, the "Website") is provided and owned by DCS or its affiliates, representatives, agents, assigns, and licensees ("Affiliated Parties"). Registration for, use of, or access to the Website is governed by the following terms and conditions ("Terms"). By registering for, using, or accessing the Website, Dealer agrees to the Terms. Dealer reaffirms Dealer's agreement to the Terms each time Dealer uses or accesses the Website. If at any time Dealer no longer wishes to be bound by the Terms Dealer may do so by discontinuing Dealer's registration for, use of, or access to the Website at any time.

TERM AND TERMINATION. The Terms shall remain in full force and effect until modified or terminated by DCS. Dealer understands that DCS reserves the right to modify the Terms from time to time and at any time without prior notice, and any modified Terms supersede these current Terms. DCS shall have the right to modify or terminate the Terms in its sole discretion. The modified Terms will take effect immediately upon notice provided to Dealer by DCS, which may occur from DCS posting the modified terms to the Website. However, notice of the Terms or any subsequent modification or termination of the Terms may be provided to Dealer by DCS through the use of any method or medium. It is Dealer's sole responsibility to remain informed about any modifications to the Terms. By continuing to use or access the Website, Dealer agrees to be bound by any modifications to these Terms. Dealer agrees to accept faxes, email or other electronic communications from DCS and agrees that fax copies, scans, emails or other electronic communications of signatures between Dealer and DCS shall be considered legal and binding.

CAPACITY. By registering for, using, or accessing the Website Dealer represents that Dealer is at least 18 years of age and has legal capacity and legal competency to agree to the Terms.

ACCOUNT PROTECTION. In the event Dealer registers an account to use or access any portion of the Website, Dealer agrees to provide DCS with accurate and complete information about Dealer ("Personal Data"). In the event Dealer's Personal Data is no longer accurate and complete, Dealer also agrees to promptly update Dealer's Personal Data so that it becomes accurate and complete. Dealer agrees not to assign, transfer, or sublicense Dealer's rights resulting from Dealer's registration for, use of, or access to the Website. By registering for, using, or accessing the Website, Dealer may create or be given user name(s) and password(s). These user name(s) and password(s) are and remain the property of DCS and are given to Dealer for management purposes only. However, it is and remains Dealer's sole responsibility to protect Dealer's account from unauthorized access. Steps Dealer may take to protect Dealer's account include but are not limited to maintaining, keeping confidential, and safeguarding Dealer's account user name(s) and password(s). Dealer shall keep its DCS user name(s) and password(s) confidential. Dealer is not permitted to provider user name(s), password(s), or key(s) to any third party for any purpose. The Dealer's provision of user name(s), password(s), or key(s) to any third party is a violation of these Terms, and DCS will pursue any lawful equitable and/or monetary remedies against Dealer in such instances. Dealer understands that any person or entity who has access to Dealer's user name(s) and password(s) will have (i) access to Dealer's sensitive information, and (ii) access to proprietary and/or confidential information of DCS. Dealer agrees to promptly contact DCS if Dealer suspects or discovers any unauthorized access to or unauthorized activity on or in connection with its account or under its user name(s) and password(s).Dealer is solely responsible for any actions taken by Dealer with respect to Dealer's account as well as actions taken by any person Dealer authorizes to access Dealer's account. DCS is not responsible for any loss or damage arising from Dealer's failure to protect or keep confidential Dealer's user name(s) and password(s). Dealer shall be liable for any account activity that takes place under Dealer's user name(s) and password(s), whether authorized or unauthorized. Dealer agrees to indemnify DCS for any damage or loss incurred by DCS or any other person or entity resulting from Dealer's use of Dealer's account or the authorized or unauthorized use of or access to Dealer's account by any third party.

BILLING. The services provided by DCS and or its Affiliated Parties ("Services") begin when Dealer's account is activated. Services provided by DCS will be billed to Dealer on a month-to-month basis and billed in advance. Payment by Dealer is expected on or before the first day of Dealer's billing cycle. The first day of Dealer's billing cycle is based on Dealer's activation date. Services can be cancelled by Dealer in writing, and such writing must be received by DCS at least fifteen (15) calendar days prior to Dealer's billing date. If written cancellation is received less than fifteen (15) calendar days prior to Dealer's billing date, Dealer will be responsible for payment of one month's service. If written cancellation is received at least fifteen (15) calendar days prior to the current billing date, Services will cease on the final date of the current billing cycle. Prepaid service fees will not be refunded. Cancellation does not relieve Dealer of payment for past Services provided prior to cancellation. Any Dealer account which becomes thirty (30) days past due is subject to interruption of website services and data feeds as well as termination.

PRIVACY POLICY. DCS respects your privacy and holds Dealer's information in the strictest confidence. Employees of DCS are authorized to request and access personal information only when necessary to perform job duties. Furthermore, DCS and its affiliated parties will comply with all applicable legal obligations relating to privacy, security, integrity, and confidentiality of data collected from a customer which obligations may include the Gramm-Leach-Bliley Act and its implementing regulations ("GLBA"), The Personal Information Protection and Electronic Documents Act of Canada ("PIPEDA"), the laws of any state of the United States and the laws of any province of Canada. Nothing herein precludes the use of aggregated data that does not enable identification of the customer's individual retail customers ("Customer Information"). DCS shall have the right to aggregate de-identified Customer Information and other User Content and share such information with any or all of DCS's customers, including other Dealers, in a manner which is otherwise consistent with this Privacy Policy and the User Content provisions.

Notice to North Carolina Dealers: This End User Software License Agreement relates to the transfer and accessing of confidential information and consumer related data.

SECURITY POLICY. This site has security measures in place to protect the loss, misuse, and alteration of the information supplied by the purchaser and is under DCS's control. DCS uses SSL (Secure Sockets Layer), the industry standard security protocol, to communicate with secure browsers like Netscape and Internet Explorer.

THIRD PARTY DATA FEEDS. Dealer agrees to allow DCS and DCS's data provider, Reynolds, to access the dealer's computer to exchange vehicle inventory data. Additionally dealer agrees to allow DCS to upload data, listing information and pictures, and make changes of any kind on Dealer's behalf to third party advertisers' sites. Dealer shall review the accuracy of its data. It is the responsibility of Dealer to verify, check, and make necessary corrections or changes to any and all data listed on the Website and third party advertising sites. DCS shall not be held liable for third party advertising listing inaccuracies, errors, or omissions. DCS is not responsible for any third party claims. DCS shall use commercially reasonable efforts to send all uploads to third party sites at least once per 24 hour period. Dealer understands that any changes made on the Website will not take effect immediately on third party advertising sites, as third party upload listings are determined by the third party, not DCS. Delays, errors, omissions, and interruptions of service(s) may occur on third party sites. Dealer agrees not to utilize any inventory editor on third party sites, as such activity will lock the DCS data feed. Dealer understands that DCS will not export dealer's data or images to any company that DCS determines to be a competitor without Dealer first signing a twelve (12) month service agreement with DCS.

USER CONTENT. User content includes material provided to DCS in any form, including but not limited to text, photography, image(s), video(s), sound recording(s), information, data, statement(s) of fact, representation(s), and/or opinion(s), provided in any manner by Dealer, by any third party at Dealer's direction or with Dealer's authorization, or provided by any third party who has accessed Dealer's account with or without authorization ("User Content").Dealer may only provide User Content that Dealer owns or has permission from its owner to provide. By providing User Content to DCS, Dealer represents and warrants that: (i) Dealer owns the User Content or has permission and authorization from User Content's owner to provide the User Content; (ii) the User Content is complete, accurate, truthful, and not misleading; (iii) the User Content will not violate the rights of any third party including but not limited to rights in connection with copyright(s), trademark(s), trade secret(s), other proprietary right(s), right(s) of publicity, and right(s) of privacy; and (iii) the User Content does not violate any applicable local, state, national, or international law or regulation. By providing User Content to DCS, Dealer assigns to DCS and its Affiliated Parties a perpetual, irrevocable, exclusive, and royalty-free worldwide right, including any moral right, to use the User Content in any legal manner and in any medium DCS and/or its Affiliated Parties see fit, subject to the terms of the Privacy Policy contained herein. Dealer understands that by providing User Content to DCS Dealer is relinquishing any ownership interest Dealer previously had with respect to the User Content. Dealer agrees that DCS and/or its Affiliated Parties need not obtain further permission from or approval by Dealer for any use(s) of the User Content, nor must DCS and/or its Affiliated Parties compensate Dealer for their use(s), individually or collectively, of the User Content. Dealer agrees to indemnify DCS for any damages or losses incurred by DCS or any other person or entity resulting from Dealer's violation of these provisions.

THIRD PARTY MATERIAL. Material includes but is not limited to any text, photography, image(s), video(s), sound recording(s), information, data, statement(s) of fact, representation(s), and/or opinion(s) provided by any third party to the Website ("Material"). DCS does not endorse nor is DCS responsible for any Material. DCS does not guarantee the accuracy or integrity of any Material. Dealer's reliance upon any Material is solely Dealer's responsibility. Dealer agrees not to hold DCS or its Affiliated Parties liable for any perceived or actual damage or loss resulting from Dealer's reliance upon any Material.

TRANSACTIONS. The Website is solely for informational purposes only to be used by buyers and sellers. DCS is not responsible for any transactions that Dealer conducts as a result of Dealer's utilization of the Website and/or the Services provided by DCS and/or its Affiliated Parties. Dealer understands that DCS has "No Buy Fees," "No Sell Fees," "No Listing Fees," "No Commissions," and "No Inventory Removal Fees" associated with "Community Inventory." DCS is not responsible for any User Content, Material, or any other information provided by any third party. DCS does not warrant or guarantee the accuracy, completeness, or correctness of any information provided by any third party. It is the responsibility of buyer and seller to perform any and all necessary due diligence with regard to the buyer, the seller, and the vehicle. The sale of any vehicle is subject to direct negotiation between the buyer and seller. DCS does not warrant or guarantee any information provided by any third party. Likewise, DCS does not guarantee payment or fitness or merchantability of any vehicle listed on the Website or resulting from the use of the Services provided by DCS and/or its Affiliate Parties. Dealer must have possession of all vehicles Dealer posts to the Website, and Dealer must have the ability to transfer title and be willing to sell the vehicle at the listed price. Dealer is to remove "sold" vehicles from the Website immediately after delivery of vehicle. DCS reserves the right to edit, move, or delete any information provided by Dealer or any third party for any reason whatsoever. DCS reserves the right to deny and/or terminate registration for, use of, and/or access to the Website to Dealer or any third party who violates these provisions. In the event of a denial of access or termination, no refunds will be given for prepaid services.

WEBSITE OWNERSHIP AND USE. Dealer acknowledges and agrees that the Website is owned by DCS. If any portion of the Website is not owned by DCS, Dealer acknowledges and agrees that it is not owned by Dealer. Dealer retains no right, title, or interest in the Website or any portion thereof, including but not limited to any information provided to Dealer on the Website or by DCS and its Affiliated Parties. Dealer understands that DCS grants Dealer a non-exclusive, non-transferable, limited right to register for, access, and use the Website, along with any information provided to Dealer on the Website or by DCS or its Affiliated Parties. Dealer acknowledges and agrees that the Website is protected by copyright(s), trademark(s), trade secret(s), and/or other intellectual property or proprietary right(s), and that these rights are valid and protected in their current form and in any form, media, and technology not now existing but later developed. DCS and its Affiliated Parties may enforce their rights in the Website and in any information provided to Dealer by DCS or its Affiliated Parties to fullest extent afforded under the law. Dealer agrees not to infringe upon or violate any rights of Dealer or its Affiliated Parties in or to the Website or any other information provided to Dealer by DCS or its Affiliated Parties, including but not limited to each party's rights in connection with copyright(s), trademark(s), trade secret(s), and/or other intellectual property or proprietary right(s). Dealer also agrees not to exploit, commercially or otherwise, the information provided to Dealer on the Website or by DCS and/or its Affiliated Parties.

COPYRIGHT POLICY. All works produced by DCS, including but not limited to, the Website and any website created for a Dealer, remain the protected copyrighted property of DCS. Dealer shall not violate or infringe DCS's copyright(s) and shall not duplicate any DCS website, design, or work. DCS will pursue any Dealer who violates any of these provisions for any and all legal and equitable remedies available to DCS for such violation(s).

DOMAIN NAME POLICY. In Accordance with ICANN rules, domain names purchased by DCS on Dealer's behalf or transferred to DCS by Dealer may be transferred from DCS to Dealer upon signed receipt of the DCS Domain Name Transfer Authorization Form obtained from DCS, as long as more than 60 days have passed since domain was registered, previously transferred, or contact’s organization or first/last name updated, and after receipt of a $50 transfer fee from Dealer which covers administrative costs associated with the purchase, transfer to or from DCS, and management of domain name. The transfer of a domain can take up to 5 calendar days after DCS receives the signed DCS Domain Name Transfer Authorization Form, and payment of transfer fee, and the domain transfer authorization code has been provided to Dealer unless the transfer request is denied. Domain transfers from DCS may be denied if Dealer’s DCS account is not paid in accordance with the BILLING section of this User Agreement.

PROHIBITED ACTIVITIES. Dealer agrees not to undertake any of the following prohibited activities during or in connection with your registration for, use of, or access to the Website:(i) Violating any applicable local, state, national, or international law or regulation;(ii) Providing any content that is considered obscene, lewd, to contain nudity, sexually explicit, harassing, threatening, violent, abusive, or otherwise unlawful or objectionable;(iii) Providing content that Dealer does not own or have a right to provide;(iv) Violating the rights of any third party, including but not limited to rights in connection with any copyright(s), trademark(s), trade secret(s), other intellectual property or proprietary right(s), right(s) of publicity, and privacy right(s);(v) Using Dealer's registration for, use of, or access to the Website to violate any term(s) of any agreement Dealer has with any third party;(vi) Representing to be any third party other than yourself;(vii) Providing any information that is incomplete, inaccurate, false, or misleading;(viii) Competing with DCS by advertising or soliciting business on the Website, or otherwise disrupting the business of DCS;(ix) Transmitting any unsolicited or unauthorized content including advertising and promotional materials, spam, junk mail, viruses, chain letters, pyramid schemes, or other harmful content, computer code, files, programs, and the like;(x) Soliciting, collecting, or offering to solicit or collect the personal information of other users of the Website;(xi) Attempting to access or accessing another person or entity's account without that party's consent and permission; (xii) Authorizing any person to use or access Dealer's account to undertake any action in violation of the Terms; or(xiii) Otherwise acting in a way that detrimentally affects the quality of another's use of or experience with the Website.

MONITORING. DCS may, at its sole discretion, monitor, review, edit, or delete any User Content, Material, or any other information provided by any third party; but, DCS is under no obligation to do so. DCS assumes no liability for any User Content, Material, or any other information provided by any third party. DCS will cooperate with law enforcement or a mandatory court order requiring or requesting DCS disclose the identity of any Dealer, user, or third party who provided User Content, Material, or any other information in violation of the Terms.

ERRORS AND OMMISSIONS. DCS is not responsible for errors, omissions, listings, content, or inaccuracies of the data, information, product(s), or service(s) listed on the Website or any third party advertiser's site. It is the sole responsibility of Dealer to verify, check, and confirm any and all data, information, product(s), or service(s) listed on the Website and/or any third party advertiser's site.

RESTRICTION AND TERMINATION. Dealer agrees that DCS reserves the right to terminate Dealer’s account for any reason whatsoever without notice. DCS need not provide Dealer with notice of its decision to restrict or terminate Dealer's registration for, use of, and/or access to the Website, and Dealer agrees that DCS shall not be liable to Dealer or any third party for such restriction and/or termination.

DISCLAIMERS AND WARRANTIES. IF YOU RELY ON THIS WEBSITE OR ANY DATA, INFORMATION, PRODUCT, OR SERVICE AVAILABLE ON OR THROUGH THIS WEBSITE ("PRODUCTS"), YOU DO SO AT YOUR OWN RISK. THE PRODUCTS PROVIDED BY DCS AND/OR ITS AFFILIATED PARTIES ON THE WEBSITE OR OTHERWISE ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DCS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES CONCERNING THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, SUCH AS THOSE FOR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. DCS AND/OR ITS AFFILIATED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES, INCLUDING BUT NOT LIMITED TO THOSE CONCERNING THE ACCURACY, COMPLETENESS, CURRENTNESS, LAWFULNESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING ANY INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE, FROM WHATEVER SOURCE, INCLUDING ANY DATA, INFORMATION, PRODUCT, OR SERVICE THAT IS REFERRED TO, ADVERTISED, PROMOTED, OR SOLD ON OR THROUGH THE WEBSITE. NEITHER DCS NOR ITS AFFILIATED PARTIES SHALL BE HELD LIABLE FOR ANY INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE, FROM WHATEVER SOURCE, INCLUDING ANY DATA, INFORMATION, PRODUCT, OR SERVICE THAT IS REFERRED TO, ADVERTISED, PROMOTED, OR SOLD ON OR THROUGH THE WEBSITE. NEITHER DCS NOR ITS AFFILIATED PARTIES GUARANTEE THAT THE WEBSITE WILL BE FREE FROM ERROR, CONTINUOUSLY AVAILABLE, OR FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. DEALER'S REGISTRATION FOR, USE OF, OR ACCESS TO THE WEBSITE IS AT DEALER'S SOLE RISK AND RESPONSIBILITY. DCS AND/OR ITS AFFILIATED PARTIES SHALL NOT BE LIABLE FOR ANY CLAIM, ACTION, JUDGMENT, LOSS, OR DAMAGE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGE, TO DEALER, DEALER'S COMPUTER SYSTEM, DEALER'S DATA, AND/OR ANY THIRD PARTY THAT RESULTS FROM, IS CONNECTED WITH, OR ARISES OUT OF DEALER'S REGISTRATION FOR, USE OF, OR ACCESS TO THE WEBSITE.DEALER AGREES TO INDEMNIFY AND HOLD HARMLESS DCS AND ITS AFFILIATED PARTIES AGAINST ANY AND ALL CLAIMS, ACTIONS, JUDGMENTS, LOSSES, OR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, OF WHATEVER NATURE, THAT ARISE OUT OF DEALER'S REGISTRATION FOR, ACCESS TO, OR USE OF THE WEBSITE OR DEALER'S VIOLATION OF THESE TERMS.THE LAWS OF CERTAIN STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

OVE DISCLAIMER. OVE will charge your dealership a $500 fee if a vehicle sells on OVE and the vehicle is unavailable. To avoid these fees make sure you delete all sold vehicles from OVE by logging into OVE directly. Dealer Car Search is not liable for these fees and will not reimburse the Dealer for these fees.

GOVERNING LAW. The Terms, and any subsequent modifications, shall be deemed executed in the Commonwealth of Kentucky and shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky without giving effect to conflicts of law principles. Dealer irrevocably agrees to the exclusive jurisdiction of the courts located within the Commonwealth of Kentucky for any claim, dispute, or matter arising out of, in connection with, or concerning the Terms. Dealer waives any objection to proceedings in such courts on the grounds of venue or inconvenient forum. Nothing in this clause shall limit the right of DCS or its Affiliated Parties to take proceedings against Dealer in any other court of competent jurisdiction to the extent permitted by the laws of such other jurisdiction.

ATTORNEY'S FEES. Each party shall bear its own costs and attorneys' fees incurred in discussions regarding the parties leading up to and including the preparation of the Terms or a modification of the Terms. If, however, any action at law or in equity is brought to enforce or interpret the provisions of the Terms, the prevailing party in such action shall be entitled to recovery of reasonable attorneys' fees and costs.

ENTIRE AGREEMENT. The Terms sets forth the entire agreement between the parties and supersede any and all prior and contemporaneous oral or written agreements or understandings between the parties in connection with the subject matter of the Terms. No representation, promise, inducement, or statement of intention has been made by any party that is not embodied in the Terms. The Terms may be modified only by DCS, or by written agreement of both parties.

BINDING EFFECT. The Terms shall be binding on and inure to the benefit of the parties hereto. Each party will have all of the rights and remedies available at law and in equity to enforce its respective rights under the Terms. Should any provision of the Terms be declared or determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the validity of the remaining parts, terms, or provisions shall not be affected thereby and any illegal, invalid, or unenforceable part, term, or provision shall be deemed not to be a part of the Terms. In such event, the parties agree that the court may impose any lesser restrictions it considers appropriate to protect the interests of the parties, as may be applicable.

HEADINGS. The headings used in the Terms are for convenience only. The headings in no way limit the scope of the Terms, and they have no legal effect.