AccuTrade Terms & Conditions

TERMS AND CONDITIONS OF ACCU-TRADE, LLC AND GALVES MARKET DATA, LLC

Applicability and Scope.
1. These Terms and Conditions (these “Terms”) govern the provision of products, services and subscriptions by Accu-Trade, LLC, a Delaware limited liability company (“Accu-Trade” or “Company”) and Galves Market Data, LLC, a Delaware limited liability company (“Galves”) to the dealership customer (“Customer”) stated on the accompanying Order (as defined below) signed or executed by the Customer. Accu-Trade and Galves, as applicable to a particular Order, are referred to herein as the “Company”.
2. From time to time, the Company and Customer may execute one or more order forms (each an “Order”) that will be accepted by the parties. As applicable, each Order will specify: (i) the type(s) and amount(s) of Deliverables (defined below), (ii) the price(s) for such Deliverables, or (iii) the contract terms and agreed upon fees.
3. Acceptance of the Order and these Terms will be deemed the date of written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the Order by the Company and the Customer, Notwithstanding the foregoing, modifications to the originally submitted Order will not be binding unless approved in writing by both the Company and the Customer.
4. The Order, these Terms, and any exhibits, schedules or addenda hereto or thereto that are explicitly incorporated herein or therein (collectively, this “Agreement”) comprise the entire agreement between Company and the Customer (each, a “Party” and collectively, the “Parties”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. To the extent a term of the Order conflicts with these Terms, the term in the Order shall control.
5. These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision or performance of Deliverables to the Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
6. These Terms may be changed from time to time by Company and Customer will be notified of any such changes by an update to the Terms posted on Company’s Site. You should view these Terms often to stay informed of changes that may affect you, as your continued use of this Site signifies your continuing consent to be bound by the updated Terms. The Company expressly reserves the right to make any changes to the Terms, the Site, and any Site contents. Customer’s continued use of the Site, Services, and Deliverables after the posting of any amended Terms shall constitute Customer’s agreement to be bound by any such changes. The Company may modify, suspend, discontinue or restrict the use of any portion of this Site without notice or liability.
7. PLEASE BE ADVISED THAT THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
Company Specific Terms.
1. Definitions.
  1. “Applicable Law” means, with respect to any person or entity, all laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person or entity and his, her or its business, including but not limited to dealer licensing laws; Federal Trade Commission (“FTC”) laws and regulations; laws and regulations relating to false or deceptive advertising; laws and regulations relating to motor vehicle advertising; the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, as amended; Canada’s Anti-Spam Legislation, as amended; the Telephone Consumer Protection Act, as amended; the Gramm-Leach-Bliley Act, as amended; the Fair Credit Reporting Act, as amended; laws and regulations related to automotive finance and sweepstakes or other promotions and all laws and regulations applicable to the processing of User Data under the Agreement, including but not limited to the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., and all amendments thereto, including the California Privacy Rights Act of 2020, and any implementing regulations or guidance issued by the Attorney General of California.
  2. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by Applicable Law to be closed for business.
  3. “Core Product” means the services as set forth in Section 2.
  4. “Deliverable(s)” means any product or service (including any deliverables related thereto) identified in the Order or that Company provides to Customer, including the products referenced in Section 2 and the provision of Listing Data.
  5. “DMS” means Customer’s dealer management system, if applicable.
  6. “DMS Data” means personally identifiable financial information supplied by Customer’s DMS provider on behalf of the Customer and not otherwise collected by or supplied to Company.
  7. “Instant Offer” means the purchase commitment set forth in Section 2.
  8. “Listing Data” means vehicle listing data for the calculation of vehicle pricing
  9. “Purchase Notice” means a notice given by a Subscribing Dealer with respect to a particular Dealer Vehicle to Company through the Trade Admin Portal within the time specified in Section 2(f)(ii) that the Subscribing Dealer desires Company to purchase the Dealer Vehicle.
  10. “Restricted Vehicles” mean commercial vehicles; converted vehicles, vehicles with a government, police, fire, theft or livery history; vehicles subject to recall or government investigation; recreational vehicles; reconstructed or salvage vehicles; vehicles without a valid VIN; “gray market” vehicles; vehicles having in excess of 120,000 miles; vehicles older than seventeen (17) model years; vehicles with altered odometers, drivelines or bodies or illegal or non-functioning emissions equipment; flood, hail or fire damaged vehicles; vehicles with substantial mechanical or electrical damage; vehicles registered at an auto auction or offered for sale on a wholesale website within forty five (45) days prior to the generation of a Confirmed Consumer Offer or Confirmed Dealer Offer, as applicable, for such vehicle; vehicles that the Company would value at less than $1,000; vehicles with undisclosed liens or questionable ownership; and certain other categories of vehicles whichCompany may designate, from time to time, in its sole discretion.
  11. “Sites” means each www.accu-trade.com and www.galves.com website (and any natural evolution of applicable URLs) and any mobile, private-labeled, co-branded or other versions of such Sites, and any other websites operated by or on behalf of www.accu-trade.com or www.galves.com, regardless of URL.
  12. “Subscribing Dealer” means a vehicle dealer that subscribes to a Deliverable that includes Instant Offer.
  13. “Trade Admin Portal” means an online portal accessible through the internet and mobile applications maintained and hosted by Company and made available through a Deliverable through which Subscribing Dealers can manage Consumer Offers and Dealer Vehicles, including the Instant Offer features.
2. Appraisal Platform.
  1. Product Description. Company owns or (where required, appropriate or applicable) has been licensed by third parties to use, all right, title and interest in and to the Company’s Appraiser Product software (collectively, with the associated documentation and other materials, “Appraiser”). Appraiser is a vehicle valuation and pricing tool for use by validly licensed Customers. The vehicle valuation which Appraiser produces is conditioned upon the vehicle having a valid VIN, and the accuracy of the state of the vehicle’s condition and type of prior usage, personal or commercial, which the Customer represents. Exceptional circumstances and causes may have an adverse effect upon the vehicle valuation process. Company shall not be obligated to produce valuations for Restricted Vehicles. Without limiting the generality of the provisions set forth in this Agreement, Customer acknowledges and agrees that neither Company nor its business partners make any representation or warranty that any price generated by the Appraiser for a particular vehicle will be accurate, current, complete or otherwise comparable with prices offered in the marketplace for the same or similar vehicle.
  2. License. Upon Customer’s purchase of a subscription to Appraiser as set forth in the Order and Customer’s continuous compliance with its terms and conditions, including the license fee payment terms, and this Agreement, Company grants to Customer a revocable, limited, non-exclusive, non-transferable license to use the Appraiser for the Licensed Purposes defined in this Section. As a subscriber to Appraiser, Customer represents and warrants that it is a licensed automobile dealer pursuant to applicable laws or are representing such party and have authority to do so. Without limiting the other restrictions and prohibitions set forth in this Agreement, Customer agrees not to modify, decompile, disassemble, reverse engineer, decode or access the code, or create derivative works from the Appraiser. Customer grants Company a royalty-free, perpetual, worldwide, irrevocable, non-exclusive right and license to use the information and data which is used in, and results from, the use of the Appraiser, including but not limited to the vehicle buying and selling preferences, tendencies and demographics.
3. Other Vehicle Valuation Price Data. Company may offer access to third-party vehicle price guides such as NADA, Black Book, MMR, and other market reports (“Price Guide”) to Customer at no additional cost. Access to the Price Guide will be provided as available and in Company’s sole discretion and Customer is not entitled to receive any Price Guides. Company will only provide Price Guide access to Customer if Customer has an active subscription to Appraiser. Company will not be responsible for updated or supplemental information to any price Guide, or issue any additional Price Guides, and Customer will not be able to request or purchase additional Price Guide from Company. Company does not sponsor, warrant, or endorse any Price Guide which is provided to Customer. Company may revoke or discontinue access to the Price Guide at any time without notice or liability to Customer.
4. Core Product. If Customer purchases a Core Product, Customer shall receive one website widget for use on a Customer’s website. The website widget may be embedded on several locations within one Customer website, but may not be shared between different websites.
5. Modified Connected Package.
  1. Customers under an OEM Package may order a modified Connected Package, which includes the vehicle appraisal, guaranteed buy back, access to Cars.com consumer demand, on-board diagnostics (“OBD”), and Core Product website widget. Customers not enrolled in an OEM Package or Connected Package may enroll in the Company’s Core Product. Customer will receive monthly invoices from the Company for the discounted and modified Connected Package separately from related fees invoiced through an OEM program.
  2. If Customer proactively opts out of the website widget, Company reserves the right to increase the price of the Connected Package without further notice.
  3. Regardless of whether Customer is enrolled in the Connected Package as part of an OEM Program, Customer must have a current Cars.com services subscription (with no delinquent fees or fines on the subscription account) prior to Customer’s receipt of any Cars.com vehicle acquisition leads associated with a Connected Package.
  4. The Connected Package will commence billing once the Company’s Appraisal Platform access is provided to Customer via email. It is Customer’s responsibility to accept and attend a training session offered by Company at Customer’s earliest convenience in order to receive leads associated with Connected Package.
6. Instant Offer.
  1. Dealer Vehicle. Company will purchase any vehicle from a Subscribing Dealer that is not a Restricted Vehicle (each, a “Dealer Vehicle”) at such time that it is put to Company by the Subscribing Dealer through the Trade Admin Portal (a “Consumer Offer”)
  2. Conditions. Company’s obligation to purchase a Dealer Vehicle under the Instant Offer is conditioned upon the Subscribing Dealer utilizing a Company approved and authorized OBD scanner to produce a valid OBD scan within 14 days of a Dealer Vehicle valuation, and the satisfaction of each of the following requirements: Either (1) the Subscribing Dealer validates the information provided by the consumer in the Consumer Offer within 72 hours of its origination and gives the Purchase Notice through the Trade Admin Portal within 48 hours after the purchase of the Dealer Vehicle from the consumer as a result of a Consumer Offer and receives confirmation that the Consumer Offer has been accepted by Company via the Trade Admin Portal (a “Confirmed Consumer Offer”); or (2) within 48 hours of grounding the Dealer Vehicle, the Subscribing Dealer obtains a value for the Dealer Vehicle through the Trade Admin Portal using the same methodologies used by a Subscribing Dealer to validate a Consumer Offer and receives confirmation that the offer has been accepted by Company via the Trade Admin Portal (a “Confirmed Dealer Offer”) and gives the Purchase Notice. Notwithstanding anything to the contrary herein, the Parties agree and acknowledge that the option set forth in this Section is only available in the United States and not in any other country, including, but not limited to, Canada.
  3. The Subscribing Dealer shall have accurately represented the condition of such Dealer Vehicle to Company, as may be confirmed by Company, including accurately entering and validating any vehicle information and condition as required in the Trade Admin Portal.
  4. Company shall provide to each Subscribing Dealer through the Trade Admin Portal the delivery location applicable to such Subscribing Dealer. Company may change the applicable delivery location which change shall be applicable to Dealer Vehicles subject to Purchase Notices given after the change has been posted to the Trade Admin Portal.
  5. If Company or its authorized agent elects to physically inspect the Dealer Vehicle at the delivery location, then it shall conduct such inspection promptly, but no later than 72 hours following its arrival (provided, however, that non-Business Days shall toll the foregoing 72 hour window), and Company, in the course of such inspection, shall verify the Dealer Vehicle’s make, model, year, condition and other criteria to ensure that the Subscribing Dealer’s representations regarding the Dealer Vehicle are, in its commercially reasonable discretion, complete and accurate.
  6. Prior to the payment of the purchase price, the Subscribing Dealer shall have delivered to Company a clean certificate of title (free and clear of all liens and encumbrances) for the Dealer Vehicle no later than 21 days after receiving the Confirmed Consumer Offer or Confirmed Dealer Offer, as applicable. Company shall have no obligation to purchase or to arrange transportation of a Dealer Vehicle back to the Subscribing Dealer in the event Company commercially reasonably determines that the Subscribing Dealer has failed to satisfy any of the foregoing requirements, or if it is determined that the Dealer Vehicle is a Restricted Vehicle. Notwithstanding the foregoing, in the event the Subscribing Dealer fails to deliver the Dealer Vehicle to the delivery location within the required time, Company may, in its sole discretion, revalue the Dealer Vehicle at the delivery location using the same methodology used to establish the Confirmed Consumer Offer or Confirmed Dealer Offer (as applicable), price and pay the Subscribing Dealer the revised price.
  7. Upon the satisfaction of all of requirements, Company or its affiliates shall, in no later than 72 hours (provided, however, that non-Business Days shall toll the foregoing 72 hour window), make an electronic funds transfer or mail a check (such amount, the “Dealer Payment”) to the Subscribing Dealer in the amount of either i) the purchase price set forth in the Confirmed Consumer Offer or ii) a Confirmed Dealer Offer, as applicable; provided, however, that for the avoidance of doubt, if a Confirmed Consumer Offer includes a price that was manually adjusted (up or down) by the Subscribing Dealer, the price payable by Company under this subsection shall be deemed to be the price initially generated by the Deliverable for the Confirmed Consumer Offer not taking into account the manual adjustment. Provided that a Subscribing Dealer has satisfied all of the requirements (including delivery of the applicable Dealer Vehicle to the Delivery Location), Company shall not charge such Subscribing Dealer for any fees, costs or expenses in respect of the Instant Offer.
7. Security. The Company takes commercially reasonable measures to secure and protect information transmitted to and from the Sites or in connection with the Deliverables; however, it cannot and does not guarantee that any such communications or any electronic commerce conducted on or through the Sites or Deliverables is or will be completely secure.
8. Licensure of Feedback. Customer hereby grants and agrees to grant to Company the perpetual, worldwide, royalty-free, transferable and sublicensable right and license to use any ideas, suggestions or other feedback about the Deliverables (or any other Company’s services or products) provided by Customer for any purpose, without payment or other compensation to Customer or any end user, forever and throughout the world.
9. Dealer Management System. If applicable, Customer will provide Cars.com with information necessary for Cars.com and any agents and contractors working on Cars.com’s behalf to access the Customer DMS and extract Customer information, and Customer represents that such provision is legal and authorized by the relevant DMS provider or any other applicable third-party vendor. Customer expressly consents to Cars.com and its agents and contractors accessing and extracting information from the DMS on an ongoing basis until such consent is revoked with written notice to Cars.com. Subject to Applicable Law, Cars.com will have a reasonable period of time to cause such revocation.
10. Updates to Deliverables. Company may launch new services and products, combine services and products, modify services and products or discontinue services and products for its Customers (“Deliverables Update”). In the event of a Deliverables Update, current Customers who are in good standing may continue to receive the Deliverables under an existing Order, but no new Customers will be eligible to sign up for new terms of the previous Deliverable. Company reserves the right to transition all existing Customers of a service and product to a Deliverable Update upon reasonable notice to the impacted Customers.
11. WAIVER. CUSTOMER ACKNOWLEDGES THAT COMPANY COLLECTS DATA FROM PUBLIC RECORDS AND OTHER SOURCES FOR USE IN THE DELIVERABLES WHICH MAY CONTAIN ERRORS AND OMISSIONS, AND THE COMPANY DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH DATA.
Beta/Pre-Release Products.
1. Beta/Pilot. From time to time, Company may provide a Beta and/or Pilot Programs (the “Beta Program”) to make pre-release software, features, and products (“Beta Products”) available to Customer if Customer opts in to the Beta Program. The Beta Program provisions of this Agreement will only apply to Customer’s use and access to the Beta Products. Company may make Beta Products available to Customer from time to time, provided that Company may modify or discontinue Beta Products at any time for any reason without liability or notice to Customer.
2. DUE TO THE NATURE OF BETA PRODUCTS, COMPANY PROVIDES ALL BETA PRODUCTS AS-IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY. Customer acknowledges and agrees that any use of Beta Products will be at its own risk and that Customer has no obligation to use the Beta Products.
3. DUE TO THE NATURE OF BETA PRODUCTS AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER COMPANY NOR ITS PARENTS, AFFILIATES OR SUBSIDIARIES, THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, OR OWNERS WILL BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, AND/OR PUNITIVE DAMAGES, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR CUSTOMER’S PARTICIPATION IN THE BETA PROGRAM AND USE OF THE BETA PRODUCTS. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO CUSTOMER FOR CUSTOMER’S USE OF THE BETA PRODUCTS AND PARTICIPATION IN THE BETA PROGRAM EXCEED THE AMOUNT OF FIVE ($5.00) DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY TO ALL COMPANY BETA PRODUCTS AND BETA PROGRAMS EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Fees.
1. Approval. Company’s performance under the Agreement is explicitly conditioned upon credit approval of Customer. Customer authorizes Company to obtain a credit report to determine, in accordance with the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the creditworthiness of the Customer. Unless payment is made by credit card or ACH, Customer agrees to pay all fees specified in the Order within 30 days of the date of invoice. Any one-time setup fee is due upon Customer’s execution of the Order. All payments will be made in U.S. Dollars. All payments for Accu-Trade products and services sold under Cars.com Holdings Canada Inc. will be made in Canadian Dollars. If payment is made by credit card or ACH, Customer expressly authorizes Company and/or its designated billing vendor to draw items (checks, electronic fund transfers, charge card) for the purpose of paying the fees set forth on the Order. If any fees are not paid to Cars.com by Customer when due, Company may charge and Customer will pay interest on unpaid amounts at the rate of 1.5% per month, or the highest rate permitted by Applicable Law, whichever is less. Customer agrees to pay all of Company’s costs, including attorneys’ fees, incurred in collecting overdue amounts. Customer is further responsible for NSF charges, wire fees, credit card fees and similar costs. Customer will be solely responsible for payment of any taxes applicable to its payment for and/or use of the Deliverables other than taxes on Company’s income. Company reserves the right to increase fees or terminate Deliverable subscriptions with 30 days’ notice to Customer, provided that Customer will have the right to terminate the Agreement in such case by providing Company with written notice prior to the end of such 30-day period.
2. Co-Op. If Customer requests the assistance of Company in any manufacturer co-op advertising program, Customer remains solely responsible for complying with all terms, conditions, and requirements necessary for reimbursement under such program.
Term and Termination.
1. Term. The “Initial Term” means the period specified on the Order (or if no such period is specified, 12 months), commencing upon delivery or commencement of performance of a Deliverable.
2. Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (each, a “Renewal Term”) until either Party provides at least 30 days’ written notice of termination to the other Party. By way of example, if the Initial Term of the Agreement is 12 months, the earliest the parties may terminate this Agreement is after 13 months (a party may not give 30 days’ notice of termination during the Initial Term). The Initial Term and all Renewal Terms are collectively referred to herein as the “Term”.
3. Suspension. Company reserves the sole right, at its option, to modify, suspend or discontinue any Deliverable at any time upon Customer’s failure to pay any invoice when due or when Customer fails to comply with any of the Policies (“Suspension”). Company reserves the right to immediately terminate this Agreement and any order forms upon Customer’s continued non-payment. Company shall resume Deliverables impacted by Suspension after Customer’s payment of all outstanding invoices pursuant to the payment process as provided by Company. Customer will not receive credits, discounts, or any other modifications to their invoices for the Suspension period for Deliverables received.
4. Termination for Breach. Either Party may terminate this Agreement in the event the other Party is in material breach of this Agreement, including Customer’s failure to comply with Policies (defined below) and such breach is not cured by the Customer within 30 days of its receipt of written notice of such breach from Company. Furthermore, Company reserves the right to modify or discontinue any Deliverable at any time and may suspend performance for Customer’s failure to pay any invoice when due or when Customer fails to comply with any of the Policies. This Agreement shall automatically terminate without any action or notice by either Party, and all amounts due to Company under this Agreement shall accelerate and become immediately due and payable, if: (i) Customer commences a voluntary case under Title 11 of the United States Code or the corresponding provisions of any successor laws; (ii) anyone commences an involuntary case against Customer under Title 11 of the United States Code or the corresponding provisions of any successor laws and either (A) the case is not dismissed by midnight at the end of the 60th day after commencement or (B) the court before which the case is pending issues an order for relief or similar order approving the case; (iii) a court of competent jurisdiction appoints, or Customer makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in Title 11 of the United States Code or the corresponding provisions of any successor laws) for Customer or all or substantially all of its assets; or (iv) Customer fails generally to pay its debts as they become due (unless those debts are subject to a good faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so. To be effective, notice of termination by the Customer must be emailed to pendingservice@cars.com and include the Customer name and product(s) being terminated.
5. Termination for Convenience. If Customer terminates the Agreement without cause prior to the end of Initial Term, then Customer will pay Company a termination fee equal to the remaining outstanding fee for any relevant Deliverable(s) through the end of the Initial Term. To be effective, notice of termination by the Customer must be emailed to pendingservice@cars.com and include the Customer name and product(s) being terminated. Company and Customer may revoke any termination and in this event the Agreement will remain in full force and effect. Customer agrees to reimburse Company for all costs expended or incurred by Company and all charges paid by Company to or irrevocably due from Company to vendors and suppliers.
Warranties.
1. Company Warranties and Covenants. Company represents and warrants to Customer that: (i) Company has the requisite power and authority to enter into and perform its obligations under this Agreement; and (ii) to the knowledge of Company, nothing in the Deliverables developed by Company infringes or violates any right of any third party.
2. DISCLAIMER OF WARRANTIES REGARDING DELIVERABLES. FOR ALL U.S. CUSTOMERS, NEITHER COMPANY NOR ANY OF ITS SERVICE PROVIDERS, EMPLOYERS, OR AGENTS OFFER OR PROVIDE ANY EXPRESS OR IMPLIED WARRANTY THAT THE DELIVERABLES WILL BE UNINTERRUPTED, ERROR FREE OR WILL PERFORM IN ANY PARTICULAR FASHION, NOR THAT THE DATA PROVIDED WILL BE ACCURATE OR COMPLETE OR THE USE OR PERFORMANCE OF THE PRODUCTS WILL GENERATE ANY PARTICULAR RESULTS, FINANCING OR SALES. NOR DO ACCU-TRADE OR ANY OF ITS INFORMATION PROVIDERS, EMPLOYEES, OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE DELIVERABLES PROVIDED HEREUNDER. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE DELIVERABLES SHALL BE PERFORMED AND DELIVERED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. DISCLAIMER OF WARRANTIES REGARDING THIRD PARTY PRODUCTS. FOR ALL U.S. CUSTOMERS, COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIRD-PARTY VENDOR PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER’S WARRANTY. COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY OF ANY WRITTEN MATERIAL, ACCOUNTS, DESCRIPTIONS OR DISCLOSURE BY THIRD PARTIES ON THE SITES.
4. Customer Warranties. Customer represents and warrants to the Company that (i) Customer and its users accessing the Site are at least eighteen (18) years of age and, in any event, at least of legal age and with the necessary legal capacity to form a binding contract in your jurisdiction, (ii) all information Customer provides to Company in connection with Customer’s access to and use of the Site is true, accurate, and complete, and that Customer will maintain and routinely update such information to keep it true, accurate, and complete at all times, (iii) any materials, content, data, trademarks, service marks, trade names, logos or symbols provided to or used by Customer, or Company’s exercise of any licenses granted herein shall not (A) infringe upon any copyright, patent, trademark, or other proprietary rights of any third party; (B) violate any Applicable Law or non-proprietary third-party rights; (iv) any information and data provided by Customer to Company will not constitute false advertising or any other unfair business practice; or (v) defame, disparage, or violate the rights of publicity or privacy of any person; (vi) the Customer Content is and shall at all times during the Term be suitable for reproduction and timely delivered to Company in the form specified by Company; (vii) the Customer Content does not contain and shall at no time during the Term contain any material that is unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any Applicable Law; and (v) the materials provided to Company including, without limitation, Customer Content, descriptive claims, warranties, guarantees, nature of business, are true, complete and accurate in all respects; and (vi) all Customer Content has been legally obtained and that Customer has proper authorization and permission to share the Customer Content with Company in compliance with Applicable Law.
Compliance
1. Compliance with Applicable Law. Customer covenants to Company that at all times during the Term that (i) Customer has the requisite power and authority to enter into and perform its obligations under this Agreement and (ii) Customer will comply with Applicable Laws and Policies. Company may suspend or terminate its performance under this Agreement without notice or penalty in the event of Customer’s failure to comply with this Section.
2. Compliance with Policies. Company may provide policies, notices, and/or other documentation on its Sites (“Policies”). Such Policies must be reviewed by the Customer. The Parties understand and acknowledge that the Policies reflect the standard website services package offered by Company. Customer covenants to Company that at all times during the Term, Customer will comply in all material respects with the Policies. Company may suspend or terminate its performance under this Agreement without notice or penalty in the event of Customer’s failure to comply with all Policies.
3. No Unauthorized Access. Subject to the limited license granted herein with respect to the Deliverables, the Company grants the Customer a limited license to access and make use of this Site and the content thereof for legitimate purposes. By accessing this Sites, the Customer agrees that it will not use any automated mechanism, which may include but is not limited to such mechanisms as web robots, crawlers or spiders to access, query or otherwise collect information or scrape data from the Sites, and will not use any device or routine that would interfere with the proper working of the Sites. Unless otherwise permitted by the Company, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any content in any other manner or for any other purpose constitutes an infringement of the Company’s intellectual property and other proprietary rights. The Customer may not reproduce, copy, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any content from the Sites or Deliverables, or any other website owned or operated by the Company, without the prior written permission of the Company. Use of the content or any portion thereof on any other website is expressly prohibited without prior written permission from the Company. The Customer shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the content.
4. Use of User Data. To the extent that Customer agrees to process and safeguard any information relating to an identified or identifiable natural person that is received or processed by Customer on behalf of Company under this Agreement including any information defined as “Personal Data”, “Personal Information”, “Personally Identifiable Information”, or the like under Applicable Laws (collectively “User Data”), Customer shall process such User Data only for purposes for which Company permits access or as set forth in the Agreement, and will agree to execute a Data Processing Addendum (“DPA”) with Company to bind Customer to certain obligations and standards in regards to how Customer must process User Data. Upon execution of the DPA, the parties agree the DPA shall be expressly incorporated into this Agreement.
Indemnification.
1. Customer Indemnification. Customer shall indemnify, defend and hold harmless Company and its directors, officers, and employees (collectively, “Company Indemnitees”) against any and all claims, actions, damages, judgments, losses, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Damages”) incurred by Company Indemnitees relating to or arising out of (i) any third-party claim that the Customer Content or Customer Mark, or any use of the Customer Content or Customer Mark in accordance with this Agreement, infringes or misappropriates any third party’s intellectual property rights, (ii) any third-party claim based on Customer’s (a) negligence or willful misconduct; (b) use of the Deliverables in a manner not authorized by this Agreement; (c) use of the Deliverables in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (d) violation of this Agreement; (e) modifications to the Deliverables not made by Company; or (f) violation of Applicable Law or Policies; provided, that Customer may not settle any third-party claim against Company unless Company (in its sole discretion) consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
2. Company Indemnification. Subject to the limitations set forth in herein, Company shall indemnify, defend and hold harmless Customer and its directors, officers, and employees (“Customer Indemnitees”) against any Damages incurred by Customer Indemnitees, solely to the extent and proportion such Damages arise from any third party claim based on (a) Company’s gross negligence or willful misconduct.; (b) Company’s breach of Confidentiality, or (c) Company’s willingly violation of any applicable law, regulation, judicial or administrative action, or the right of a third party (except as directed or approved by Customer).
Intellectual Property.
1. Ownership. As between the Parties, Company or, as applicable, its licensors or successors, shall own the entire, right, title and interest in the Deliverables including the Appraiser, and any technology developed by the Company, whether under this Agreement or otherwise, or that it uses to provide the Deliverables, including any software (including all routines and algorithms therein and documentation therefor), code, formulas, website platforms, website pages, page design and layout and associated techniques, CGI or PERL scripting, other works of expression (including literary works, audio works and visual works), inventions, discoveries, processes, methods, compositions, and techniques, and any and all intellectual property rights therein or thereto (the “Company Intellectual Property”). For the avoidance of doubt, the foregoing shall not be deemed to apply to any Customer Marks or Customer Content.
2. Licenses. Upon Company’s timely receipt of any and all fees due and payable by Customer, Company shall grant to Customer, for the Term, a limited, non-exclusive, non-sublicensable, non-transferrable, worldwide, license to use the Company Intellectual Property included in, embodied by or otherwise used to provide the Deliverables (the “Licensed Intellectual Property”) solely for Customer’s own business use in operating the Deliverables in a manner that complies with this Agreement (the “Licensed Purposes”). As to any software included in the Licensed Intellectual Property, Customer’s license thereto shall be limited to the executable form of such software; as to any tangible work of expression included in the Company Intellectual Property, Customer, in its exercise of its license thereto, may not reproduce, transmit, and distribute such Licensed Intellectual Property except as strictly necessary for the Licensed Purposes. This license shall continue for the Term and shall automatically and immediately terminate upon the expiration or termination thereof. This license shall be irrevocable during the Term except as otherwise provided in this Agreement.
3. Prohibited Activities. Company does not provide any implied rights of use or access to the Deliverables or any Company Intellectual Property. Without limiting the foregoing, except to the extent expressly permitted in this Agreement, Customer shall not (i) create derivative works based on the Licensed Intellectual Property; (ii) modify the Licensed Intellectual Property except to update certain modules identified by Company; (iii) operate or attempt to operate any of the Deliverables on a “service bureau” or “timeshare” or “software as a service” basis, provide services on behalf of or as a service to third parties or otherwise provide copies of any of the Deliverables or make any of the Deliverables available to any third parties; (iv) rent, lease, market, or sublicense the Licensed Intellectual Property to third parties, except pursuant to a separate, written distribution agreement with Company; (v) disassemble, decompile or otherwise reverse engineer any of the Deliverables for any purpose, including to gain access to the source code of any such software or accessing any component of software included in the Company Intellectual Property that is not licensed to Customer under this Agreement; or (iv) otherwise use, access, manipulate or modify any of the Deliverables for any purpose not expressly permitted under this Agreement. Customer consents to the use of technological security devices to regulate use of the any of the Deliverables and agrees not to attempt to circumvent, reverse-engineer, or duplicate such devices.
4. Revocation for Unlicensed Use. Customer’s use of the Deliverables shall be limited to the usage rights granted herein and subject to the limitations set forth herein. In the event that Customer uses any of the Deliverables or any derivative works thereof at any other time or location, for another person, or otherwise uses any of the Deliverables, or any Company Intellectual Property, for any reasons other than the Licensed Uses, or in the event that Customer owes Company outstanding fees, Company may revoke any and all licenses granted herein and shall be entitled to pursue all remedies under law and equity. Any such revocation shall be effective immediately upon Company’s notice to Customer.
Confidentiality.
1. Confidentiality Obligations. Each Party receiving (the “Receiving Party”) business, technical or financial information hereunder relating to the other Party’s business (including but not limited to non-public information regarding features, functionality and performance of the Deliverables) (“Confidential Information”) from the other Party (the “Disclosing Party”) agrees: (i) to take reasonable precautions (but in any event, no precautions no less stringent than those used to protect its own Confidential Information) to protect such Confidential Information, and (ii) not to use (except in performance of the Deliverables or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by Applicable Law; provided that if a disclosure is required by Applicable Law, the Receiving Party first shall give written notice to the Disclosing Party and made a reasonable effort and allow the Disclosing Party to obtain a protective order. At the end of the Term, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.
2. Rights and Ownerships. Company or its service provider owns and shall own and retain all right, title and interest in and to (a) the Deliverables, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Deliverables or support, (c) any documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Deliverables, and (d) all intellectual property rights related to any of the foregoing.
Limitation of Liability (for all U.S Customers).
1. Limitation of Liability. NEITHER COMPANY NOR ITS PARENTS, AFFILIATES OR SUBSIDIARIES, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, OR OWNERS SHALL BE LIABLE TO THE CUSTOMER IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, FOR ANY:
  1. INJURIES, CLAIMS, LOSSES, EXPENSES OR DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE DELIVERY OR PERFORMANCE OF DELIVERABLES HEREUNDER, FROM ANY CAUSE OR CAUSES INCLUDING BUT NOT LIMITED TO DIRECT DAMAGES, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHER CAUSE OR CAUSES WHATSOEVER, IN AN AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT PAID BY OR ON BEHALF OF THE CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM;
  2. INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, AND/OR PUNITIVE DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
  3. LOST PROFITS, LOST REVENUES, LOSS OF PRODUCT, LOSS OF REPLACEMENT POWER, LOST BUSINESS EXPECTANCY, BUSINESS INTERRUPTION LOSSES AND/OR BENEFIT OF THE BARGAIN DAMAGES.
2. COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY EXCEPT IF OTHERWISE PROVIDED HEREIN. COMPANY SHALL NOT BE LIABLE FOR THE ACTIONS OF ANY SUB-CONTRACTOR OR AGENT OF COMPANY.
3. CUSTOMER AGREES THAT NO ACTION AGAINST COMPANY MAY BE BROUGHT UNLESS THE ACTION IS BROUGHT WITHIN THE LESSER OF: (I) ONE (1) YEAR OF THE DATE OF THE EVENT THAT RESULTED IN THE DAMAGES AND (II) THE SHORTEST LIMIT OF TIME PERMITTED UNDER APPLICABLE LAW.
4. Customer Waiver. FOR ALL U.S CUSTOMERS, CUSTOMER EXPRESSLY WAIVES ANY CLAIM THAT IT MAY HAVE AGAINST COMPANY BASED ON ANY THIRD-PARTY VENDOR PRODUCT LIABILITY OR INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO ANY THIRD-PARTY VENDOR PRODUCT AND ALSO WAIVES ANY RIGHT TO INDEMNIFICATION FROM COMPANY AGAINST ANY SUCH CLAIM MADE AGAINST CUSTOMER BY ANOTHER PARTY. CUSTOMER FURTHER EXPRESSLY WAIVES ANY CLAIM THAT IT MAY HAVE AGAINST COMPANY BASED ON (x) ANY CLAIM THAT THE USE OR PERFORMANCE OF THE PRODUCTS FAILED TO GENERATE ANY PARTICULAR RESULTS OR SALES OR THAT THE PRODUCTS DID NOT PERFORM IN ANY PARTICULAR FASHION WHATSOEVER; or (y) ANY CLAIM RELATING TO OR ARISING OUT OF REVIEWS OR ANY OTHER WRITTEN INFORMATION, STATEMENTS, COMMENTS OR OPINIONS, MATERIAL, ACCOUNTS, DESCRIPTIONS OR DISCLOSURE BY THIRD PARTIES ON THE SITES.
  *If you are a California resident, you waive California Civil Code §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.”
  THE FOREGOING CALIFORNIA WAIVER DOES NOT AFFECT ANY LIABILITY OR LIMITATION OF DAMAGES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SUCH AS TORTIOUS ACT WHICH IS INTENTIONAL OR THE RESULT OF GROSS NEGLIGENCE.
5. Customer’s Acts or Omissions. If Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
General Provisions.
1. Independent Contractors. The Parties are independent contractors. Neither Party is an agent, representative, or partner of the other Party, and these Terms shall not be construed as creating a partnership, joint venture or agency relationship or granting a franchise between the Parties. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party.
2. Linked Sites. For the Customer’s convenience, certain hyperlinks may be provided on the Sites which link to other websites that are not under the control of the Company. The Company does not sponsor or endorse such websites and is not responsible for the accuracy, content or any aspect thereof. The Company disclaims all liability for such websites, and for any use of the links to such websites or use of such websites themselves. The Company also disclaims all liability and makes no representations or warranties for any products or services made available, sold or provided to the Customer by any third party. The Customer’s use of other websites, and the offer or purchase of products or services on or through such other websites, is subject to the terms and conditions thereof. The Customer agrees that it will bring no suit or claim against the Company arising from or based on their use of, or the offer or purchase of products or services on or through, such other websites. Links do not imply that the Company is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in connection with or accessible through such links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of the Company or any of its affiliates.
3. Assignment. Company may assign its rights and duties under these Terms at any time to any party without notice. Customer may not assign this Agreement or any right, interest, or benefit under this Agreement without the prior written consent of Company, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Customer may assign its rights and responsibilities under this agreement to its parent or an affiliate under common control upon delivery of written notice to Company. This Agreement shall be binding on any and all successors and permitted assigns.
4. Expenses. Except as otherwise specifically provided herein, each Party shall be responsible for its own expenses incurred in performing its obligations hereunder.
5. Force Majeure. Company shall not be liable for any delays in delivery or performance of the Deliverables hereunder due to an act of God, action by any governmental or quasi-governmental agency, fire, flood, earthquake, strike, communicable disease outbreak, outside network difficulties (including, but not limited to, communication line failure) or other acts beyond the reasonable control of such Party (a “Force Majeure Event”), and in such an event, the Customer shall be released of its obligation to pay for any Deliverables not delivered or performed as a result of such event. Either Party may terminate this Agreement upon written notice to the other Party in the event that a material failure to deliver or perform Deliverables as a result of a Force Majeure Event continues unremedied for a period of thirty (30) days.
6. Survival. The obligations of the Parties under this Agreement that by their nature would continue beyond the expiration or termination of the Term (including, without limitation, the warranties, indemnification obligations, confidentiality requirements and ownership and property rights) shall survive any such expiration or termination of the Term.
7. Notices. Any and all notices required to be given hereunder shall be made in writing and delivered by overnight courier, facsimile, or e-mail to the following:
  - To AccuTrade or Galves: Accu-Trade, LLC
    Attn: Legal Department
    300 South Riverside Plaza
    Suite 1000
    Chicago, IL 60606
    USA
    Phone: 312-601-5000
    Fax: 312-601-5755
    Email: legal@cars.com
8. Dispute Resolution. For all US Customers, Company and the Customer agree that this Section shall be construed and interpreted under the Federal Arbitration Act, 9 U.S.C. Section 1, et. seq. Company and the Customer agree that any and all losses, actions, claims, proceedings, suits, judgments, settlements or liabilities (“Claims”) shall be submitted to final and binding Arbitration, to take place within and subject to the laws of Cook County in the the State of Illinois, before the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules (www.adr.org/commercial) (“AAA Rules”). Customer agrees that Claims submitted to arbitration shall be decided in a single arbitration before a single arbitrator who must be on the AAA National Roster of Commercial Arbitrators and selected in accordance with the AAA Rules. The arbitrator shall have the authority to award the same damages, including reasonable attorney’s fees, and all other relief that a court can award. Customer acknowledges and agrees that Customer voluntarily and knowingly entered into these Terms and chose to use or accept the Deliverables from the Company rather than companies that offer similar services and who may not have an arbitration agreement.
9. WAIVER OF CLASS ACTION. FOR ALL U.S CUSTOMERS, COMPANY AND THE CUSTOMER AGREE THAT ANY DISPUTES, CLAIMS AND/OR CAUSES OF ACTION ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS AND CONDITIONS OR THEIR ACCESS TO AND USE OF THE SITE AND/OR ITS PRODUCTS OR SERVICES MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND IN THE NAME OF AN INDIVIDUAL PERSON OR ENTITY AND THAT SUCH CLAIMS MUST PROCEED ON AN INDIVIDUAL AND NON-CLASS AND NON-REPRESENTATIVE BASIS. COMPANY AND THE CUSTOMER AGREE THAT ANY SUCH CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED IN THE SAME CLAIM UNLESS ARISING FROM THE SAME TRANSACTION.
10. International Access. The Sites and Deliverables are provided from the United States of America and Canada. The laws of other countries may differ regarding the access and use of the Sites or the Deliverables. Company makes no representations regarding whether the Sites, the Deliverables, or your access or use of the Sites or Deliverables complies with Applicable Laws of any country other than the United States of America or Canada. The export and re-export of software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re-exported to certain designated countries, or any country to which the United States embargoes goods. In addition, Company software may not be distributed to certain designated persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. If the Customer uses or accesses the Sites or the Deliverables outside of the United States of America or Canada, it is the Customer’s responsibility to ensure that its use complies with all Applicable Law and, without limiting the generality of its obligations under the indemnity provisions in these Terms, Customer shall indemnify, defend and hold the Company Indemnitees harmless from any Damages arising out of Customer’s use or access of any of the Sites or Deliverables outside of the United States of America and Canada.
11. Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
12. Severability; Blue Pencil. No provision of this Agreement shall be deemed unenforceable if it is subject to an interpretation that would render it enforceable. If a court of competent jurisdiction finds that any provision of this Agreement is unenforceable, in whole or in part, (a) such a finding will not disturb the validity and enforceability of the remaining provisions of this Agreement, and (b) the court shall have the authority to modify and/or “blue pencil” this Agreement in order to render it enforceable and to effect the original intent of the Parties to the fullest extent permitted by Applicable Law.
Canada Specific Provisions.
1. Applicability and Scope. To the extent Customer is an entity organized in Canada, the following provisions of this Section apply and supersede the Terms herein to the extent that they are in conflict.
2. Modifications to Terms. For Québec consumers, modifications to these Terms will enter into force thirty (30) days after the publication of a revised version of these Terms or other notice on this Site, or the receipt of an email notification regarding such modifications if you are an existing Customer.
3. Copyright Agent. If you believe any materials accessible on or from the Site infringe your copyright, you may request the removal of those materials (or access to them) from the Site by submitting written notification to Accu-Trade in accordance with the Notice and Notice Regime provided by the Copyright Act, RSC 1985, c C-42. The written notice must:
  1. state the claimant’s name and address;
  2. identify the copyright material that is alleged to have been infringed and the claimant’s interest or right with respect to that material;
  3. specify the location data (e.g., the web address or Internet address associated with the alleged infringement);
  4. specify the infringement that is alleged; and
  5. specify the date and time of the alleged infringement.
  6. The written notification that you submit to Accu-Trade must not contain:
    1. an offer to settle the claimed infringement;
    2. a request or demand, made in relation to the claimed infringement, for payment or for personal information;
    3. a reference, including by way of hyperlink, to such an offer, request or demand; or
    4. any other information that may be prescribed by regulation.
4. Governing Law. The laws of the Province of Ontario and federal laws of Canada applicable therein will govern the interpretation of this Agreement and the relationship between you and Accu-Trade, without regard to Ontario’s conflicts of laws rules.Notwithstanding the foregoing, if you reside in Quebec, the laws of the Province of Quebec and federal laws of Canada applicable therein will govern the interpretation of this Agreement and the relationship between you and Accu-Trade, without regard to Quebec’s conflicts of laws rules.

Last Updated — August 5, 2024