DEALER SERVICES AGREEMENT TERMS AND CONDITIONS
August 02, 2024
Car Search, Inc. and its affiliates (“Car Search”) operates the website www.Car.Search.site (together with any related mobile sites and/or applications, the “Website”). These terms and conditions govern the relationship between Car Search and each automobile dealer (each, a “Dealer”) whose Inventory Data (as defined below) is posted to the Website.
Terms and Conditions
- Inventory Data License. Dealer grants to Car Search a perpetual, worldwide, irrevocable, royalty-free, transferable, sub-licensable, non-exclusive license to access, edit, store, distribute, use, copy, display, transmit, broadcast, make available, adapt, prepare derivative works of, and otherwise use the Inventory Data, and for unlimited and unrestricted access, printing and use by end users who access the Inventory Data through the Website (“Users”). “Inventory Data” means information and images relating to new vehicles and used vehicles made available to Car Search by Dealer directly or through an intermediary, including, but not limited to, vehicle identification number, make, model, year, location, vehicle description (trim, specifications, mileage, etc.), price, comments, and photographs and other imagery. Car Search reserves the right to edit or reject any Inventory Data or portion thereof from display on the Website in its sole discretion and without notice to Dealer. Dealer acknowledges that Car Search is a website provider and is not responsible for the Dealer’s Inventory Data, unless explicitly stipulated by applicable law. Dealer shall be solely responsible, at its own risk and expense, for (and Car Search shall have no liability in connection with) ensuring the accuracy, legality and integrity of the Inventory Data provided to Car Search. Dealer will immediately inform Car Search if Dealer becomes aware of illegal contents in its Inventory Data in accordance with applicable law. Car Search may exclude or remove any portion of Dealer’s Inventory Data from the Website for no reason or for any reason, including: (i) if Dealer has received Leads equaling the maximum number of permitted Leads during the applicable measurement period, each as determined by Car Search in its sole discretion, and (ii) if Car Search determines, in its sole discretion, that the inventory prices or content do not conform with these terms and conditions or Car Search’ Guidelines for Dealer Pricing and Marketing, which can be found at Guidelines for Dealer Pricing
- Representations and Warranties. Dealer represents, warrants and covenants that: (i) it acts in its commercial capacity with respect to these Terms and Conditions and that it is not a consumer; (ii) it has the requisite right and authority to grant the license referred to in Section 1 above, including all necessary right and authority in the text, photographs and other imagery included in the Inventory Data; (iii) it hereby waives, and has ensured that all authors of the Inventory Data have previously waived, for the benefit of Car Search and its successors, assigns and licenses, all rights to any intellectual property related to the Inventory Data arising under the applicable law and, as far as is legally possible, any broadly equivalent rights Dealer and such authors may have in any territory of the world; (iv) its Inventory Data complies with all applicable laws and regulations; (v) it shall comply with all applicable laws, regulations, ordinances, its privacy policy and Car Search’ instructions in connection with its receipt, collection, transfer, protection, disclosure, processing or use of any information provided by or on behalf of Car Search to or forth the benefit of Dealer regarding a User (each, a “Lead”), including, without limitation, any federal, state or local data protection act, and any similar or subsequent legislation governing the collection, use, disclosure, other processing and protection of personal information, and any consumer protection, ecommerce and telemedia legislation; (vii) it shall not disclose, sell, lease, transfer or otherwise provide any Lead information to any third party, or use any Lead information to transmit or otherwise provide spam, junk mail or direct marketing in connection with goods or services offered by a third party; and (viii) it has and will maintain at all times during which its Inventory Data is posted to the Website all registrations, licenses and permits required under applicable laws to act as a dealer and/or buy, sell or lease vehicles. Dealer represents, warrants and covenants that with respect to any Lead obtained from Car Search it shall: (a) provide at least the same level of data protection as is required by applicable law and regulation and as is standard in Dealer’s industry; (b) process such User data only and solely for the purpose of selling and marketing Dealer products to such User. Dealer acknowledges and agrees that Dealer may need a separate, informed and explicit consent of a User and/or additional legal safeguards to protect a User’s data under certain circumstances, including if Dealer sends a User the information on a product other than the product associated with the relevant Lead or other advertisement materials and/or processes, stores or accesses such User’s personal data outside of the User’s domestic jurisdiction. In no event will Car Search be responsible for any action or omission by Dealer and/or Dealer’s employees, subcontractors, representatives, agents or the like in Dealer’s processing, storage, transmission or use of User data or Leads.
- Indemnification. Dealer shall, at its own expense and on demand, indemnify, defend, and hold Car Search and its affiliates and each of their respective officers, directors, employees, legal representatives, agents, contractors, licensees, successors and assigns (the “Car Search Indemnitees”), harmless from and against any and all judgments, settlements, awards, demands, claims, damages, costs, losses and/or liabilities of any kind (including reasonable legal fees and other litigation costs), in connection with any third-party claims or regulatory enforcement actions alleging that the Inventory Data or the use by Car Search thereof infringes or otherwise violates a third party’s intellectual property, contractual or other proprietary rights, including the rights of publicity and privacy, or violates any law or regulation. In connection with the foregoing indemnification obligation, Dealer may not accept any settlement that does not provide the Car Search Indemnitees with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the Car Search Indemnitees without Car Search’ prior written consent. The Car Search Indemnitees may in their sole discretion participate in the defense of any claim through their own counsel, and at their own expense.
- Effective Date, Term and Termination. These terms and conditions have effect from when Car Search first receives Inventory Data from or for the benefit of Dealer and continues until all obligations under these terms and conditions have been fulfilled. Car Search has the right to stop receiving and posting Inventory Data from or for the benefit of Dealer at any time.
- Miscellaneous. These terms and conditions are for the benefit of Car Search and its affiliates, successors, assigns and licensees. Dealer may not assign any of its rights hereunder without the prior written consent of Car Search. Any assignment by Dealer in violation of the foregoing shall be null, void and of no effect. Except as otherwise provided herein, these terms and conditions shall be governed by and interpreted in accordance with the laws of Florida. The parties agree to submit to the exclusive jurisdiction of the Middlesex County, Massachusetts as regards any claim or matter arising out of or in relation to this Agreement (without reference to its conflict-of-laws principles). Any notice required or permitted hereunder to the parties hereto shall be deemed to have been duly given to Car Search only if in writing and delivered to admin@carsearch.site
