This Agreement is made between AUTOMOTIVE DEALER TECHNOLOGIES , a division of S and S Wholesale Consulting, LLC and (“Dealer”), upon the date endorsed upon the signature page.
AUTOMOTIVE DEALER TECHNOLOGIES and the Dealer agree as follows:
- GRANTING OF LICENSE AUTOMOTIVE DEALER TECHNOLOGIES grants Dealer a non-exclusive, non-transferable, limited license to use AUTOMOTIVE DEALER TECHNOLOGIES, including all versions and updates, to access the various component products and services which constitute AUTOMOTIVE DEALER TECHNOLOGIES products as described below.
- DEFINITION OF AUTOMOTIVE DEALER TECHNOLOGIES PRODUCTS and SERVICES
- DEALER SUBSCRIPTION
AUTOMOTIVE DEALER TECHNOLOGIES will design, develop, and maintain a dealership website for DEALER. DEALER will have full access to Cruise for inventory mangement and lead management purposes.
- GENERAL UPDATES: General updates and patches to existing AUTOMOTIVE DEALER TECHNOLOGIES products and services shall be made available to Dealer at no cost, but any new features or services that may be developed by AUTOMOTIVE DEALER TECHNOLOGIES during the term of this Agreement may, at AUTOMOTIVE DEALER TECHNOLOGIES’s option, and subject to Dealer’s acceptance, be made available to Dealer at AUTOMOTIVE DEALER TECHNOLOGIES’s then-current prices for such new features or services, and upon such other terms as AUTOMOTIVE DEALER TECHNOLOGIES may reasonably deem appropriate.
- TERM OF AGREEMENT
The term of this Agreement is month to month beginning on . The agreement renews automatically for an additional one-year period unless one party gives the other party 30 days written notice of termination. If the dealer cancels within the terms of the agreement, or with less than 30 day notice as agreed, the dealer agrees to pay damages in the amount of the number of months remaining of the term multiplied by the average monthly invoiced amount.
- DISCLAIMER AND WARRANTY
- AUTOMOTIVE DEALER TECHNOLOGIES MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. HOWEVER, AUTOMOTIVE DEALER TECHNOLOGIES IS NOT RESPONSIBLE TO DEALER FOR ANY ACTIONS OF THIRD PARTIES WHO MAY ATTACK OR AFFECT THE AUTOMOTIVE DEALER TECHNOLOGIES WEBSITE, OR SERVER IT IS HOSTED UPON. AUTOMOTIVE DEALER TECHNOLOGIES WILL NOT BE LIABLE TO DEALER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST INCOME, LOSS OF USE, AND LOSS OF TIME OR DAMAGE TO PROPERTY DUE TO FAILURE OF AUTOMOTIVE DEALER TECHNOLOGIES PRODUCTS.
- FORCE MAJEURE: AUTOMOTIVE DEALER TECHNOLOGIES’s performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.
- In any event, Dealer’s sole and exclusive remedy for any claimed breach of this agreement or any tort arising therefrom shall be a rebate of the purchase price for the goods or services at issue.
- USE OF DEALER DATA
- Dealer grants a license to AUTOMOTIVE DEALER TECHNOLOGIES to store Dealer Data upon its server and allow it to be accessed, manipulated, and reported to Dealer and agreed upon third parties. Dealer retains ownership of all Prospect and Customer Data; AUTOMOTIVE DEALER TECHNOLOGIES grants Dealer permission of use for all data collected by AUTOMOTIVE DEALER TECHNOLOGIES personnel.
- DEALER CONDUCT
- With reference to Dealer’s use of AUTOMOTIVE DEALER TECHNOLOGIES, neither the Dealer nor any of its employees, officers, agents, or assigns may:
- upload, post, or otherwise transmit through or to AUTOMOTIVE DEALER TECHNOLOGIES any content that:
- is unlawful, abusive, threatening, harmful, obscene, lewd, offensive, defamatory or otherwise objectionable;
- might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others;
- contains any viruses, trojan horses, time bombs, or any other harmful programs or elements;
- undertake any activity which disrupts, places unreasonable burdens or excessive loads on, interferes with or attempts to gain unauthorized access to any portion of AUTOMOTIVE DEALER TECHNOLOGIES’s website, AUTOMOTIVE DEALER TECHNOLOGIES’s computer systems, servers or networks;
- provide false information about the Dealer to AUTOMOTIVE DEALER TECHNOLOGIES, impersonate any other person or entity, or otherwise attempt to mislead others about Dealer’s identity or the origin of any content, message or other communication;
- transmit junk mail, chain letters, or other unsolicited bulk e-mail or duplicative messages;
- misappropriate access to or misappropriate the use of AUTOMOTIVE DEALER TECHNOLOGIES, including any content contained on, downloaded or accessed from AUTOMOTIVE DEALER TECHNOLOGIES, except as specifically permitted in writing by AUTOMOTIVE DEALER TECHNOLOGIES;
- TERMINATION FOR WEBSITE ABUSE: Notwithstanding the 30-day termination provision found in Section 3, if Dealer or any of its employees, officers, agents, or assigns engages in any conduct prohibited by section 6 A above, AUTOMOTIVE DEALER TECHNOLOGIES, at its sole option, may immediately terminate the agreement and suspend Dealer’s access to AUTOMOTIVE DEALER TECHNOLOGIES Products.
- DEALER RESPONSIBLE FOR HARDWARE: Dealer shall be responsible for obtaining, installing at its premises, and maintaining all equipment and hardware, including telecommunications equipment, necessary for using AUTOMOTIVE DEALER TECHNOLOGIES. AUTOMOTIVE DEALER TECHNOLOGIES will assist Dealer in developing an acceptable equipment list, but will not provide such equipment to Dealer.
- PROPRIETARY RIGHTS
- Title. Dealer acknowledges that AUTOMOTIVE DEALER TECHNOLOGIES Products and its component services are the valuable trade secrets of AUTOMOTIVE DEALER TECHNOLOGIES. AUTOMOTIVE DEALER TECHNOLOGIES shall be the sole and exclusive owner of this software.
- Proprietary Rights Notices. Dealer agrees that it will not remove, alter or otherwise obscure any proprietary rights notices appearing in AUTOMOTIVE DEALER TECHNOLOGIES Complete 3.01 or AUTOMOTIVE DEALER TECHNOLOGIES product and its component services or AUTOMOTIVE DEALER TECHNOLOGIES.
- USE OF PASSWORD
- The passwords and usernames authorizing access to AUTOMOTIVE DEALER TECHNOLOGIES remain the property of AUTOMOTIVE DEALER TECHNOLOGIES.
Dealer agrees that during the term of this Agreement Dealer will not directly or indirectly, either for itself or any other person or entity, solicit any individual who is engaged as an employee, agent or independent contractor, by AUTOMOTIVE DEALER TECHNOLOGIES to terminate his or her employment or engagement with AUTOMOTIVE DEALER TECHNOLOGIES or such subsidiary and/or to become an employee, agent or independent contractor of Dealer or such other person or entity; provided, however, that the foregoing limitation will not apply to any solicitation that occurs after such individual responds to advertisements of general circulation (including general postings on Websites) placed by, or on behalf of, Dealer.
- INDEMNIFICATION BY DEALER
Dealer agrees to indemnify, defend and hold AUTOMOTIVE DEALER TECHNOLOGIES and our affiliates, business partners, officers, directors, employees and agents harmless from any loss, liability, claim, demand, damage, or expense (including reasonable legal fees) asserted by any third party relating in any way to Dealer’s use of AUTOMOTIVE DEALER TECHNOLOGIES Products and its component services or AUTOMOTIVE DEALER TECHNOLOGIES. AUTOMOTIVE DEALER TECHNOLOGIES reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Dealer, which shall not excuse Dealer’s indemnity obligations. Dealer agrees to hold AUTOMOTIVE DEALER TECHNOLOGIES Interactive, Inc. and AUTOMOTIVE DEALER TECHNOLOGIES harmless and shall indemnify AUTOMOTIVE DEALER TECHNOLOGIES Interactive, Inc. and AUTOMOTIVE DEALER TECHNOLOGIES against any claims or loses arising out of the data provided by Dealer that are misrepresentative, inaccurate, or in error or have omissions regarding a vehicle’s characteristics or composition
- DEFAULT & CURE
In the event either party defaults upon any provision of this Agreement, the other party may give notice to the defaulting party of the default. The defaulting party will then have 30 days to cure the default. Neither party may unilaterally terminate this agreement for default without providing the notice described herein. This provision does not apply to the natural expiration of the term of this agreement.
- ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
- GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of Ohio.
TAXES: All charges listed herein shall be exclusive of any federal, state or local sales, use, excise, ad valorem or personal property taxes levied, or any fines, forfeitures or penalties assessed in connection therewith, as a result of this Agreement or the use of AUTOMOTIVE DEALER TECHNOLOGIES Products. Any such taxes which may be applicable will be paid by Dealer or by AUTOMOTIVE DEALER TECHNOLOGIES for Dealer, in which case Dealer shall reimburse AUTOMOTIVE DEALER TECHNOLOGIES for amounts so paid.
PAYMENT TERMS: and the monthly payments are due by the 15th day of the every month. If the monthly payment is not received by the 30th day of the month there is a penalty of 10% of the amount due.
IN WITNESS WHEREOF, the AUTOMOTIVE DEALER TECHNOLOGIES and Dealer have signed duplicate copies of this Agreement on .