By using this service (“DealerSite”) and software (“Dealer Dashboard”), Dealer agrees to be bound by the following terms and conditions (the “Terms and Conditions”).
ACCEPTANCE OF TERMS
This Dealer Agreement, together with all schedules and annexes attached hereto, is a legal agreement (“Agreement”) between you, as the owner of a business concluding this Agreement in connection with your business, or between any company or other business entity you are representing, if any (collectively, the “Dealer”) and Carpages.ca. This Agreement governs the access and use of all products and services relating to the Dealer websites for which Dealer subscribes from Carpages.ca (individually, a “DealerSite” and collectively, “DealerSites” or “DealerSite”) and which are provided and administered by Carpages.ca and its agents, suppliers, licensors, and third party contractors (collectively, the “Website Service”). IF DEALER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT OR IS NOT PURCHASING THE SERVICES FOR BUSINESS PURPOSES IN CONNECTION WITH DEALER’S BUSINESS, DEALER CANNOT PURCHASE, USE OR OTHERWISE ACCESS THE WEBSITE SERVICE.
DEALER DASHBOARD USE
Carpages.ca, a division of Autopath Technologies Inc. (“Carpages.ca”) grants Dealer a non-exclusive, non-transferable, limited license to use Dealer Dashboard solely for displaying Dealer’s inventory on the Carpages.ca website and/or the Website Service in accordance with these Terms and Conditions. Dealer may not modify, copy, publish, license or sell any information or software associated with Dealer Dashboard or the Carpages.ca website. Dealer may not rent, lease, transfer or otherwise transfer rights to Dealer Dashboard. Furthermore, Dealer may not use Dealer Dashboard in any manner that could damage, disable, overburden, or impair Carpages.ca, nor may Dealer use Dealer Dashboard in any manner that could interfere with any other party’s use and enjoyment of Carpages.ca or Website Service. Dealer agrees that Dealer will use Dealer Dashboard only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. Dealer’s right to use Dealer Dashboard will terminate immediately if Dealer violates any provision of these Terms and Conditions. Upon termination of these Terms and Conditions, Dealer shall discontinue all use of Dealer Dashboard.
DEALERSITE USAGE POLICY
Dealer shall not use the Website Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Without limiting the generality of the foregoing, Dealer agrees that Dealer will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Website or product, transfer, or sell any information, content, artwork, graphics, software, lists of users, databases or other lists, products or services provided through or obtained from the website service other than for use as expressly permitted by this Agreement. This means, among other activities, that Dealer agrees not to engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information. Dealer agrees that Dealer will not use the Website Service in any manner that could damage, disable, overburden, or impair the Website Service or interfere with any other person’s use and enjoyment of the Website Service. Dealer may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website Service. Except with the written permission of Carpages.ca, Dealer agrees that Dealer will not access or attempt to access password protected, secure or non-public areas of the Website Service. Without limiting any of Carpages.ca rights or remedies under this Agreement or available to Carpages.ca at law or in equity, if Dealer violates any of the above restrictions Dealer’s website account may be terminated and Dealer may be subject to prosecution.
With respect to any Dealer content, data, or end-user data on the Website Service and DealerSite, Dealer agrees not to submit, post, upload, transmit or otherwise make available any Dealer content, Dealer data, end-user Data or other information that:
is misleading to others, including but not limited to consumers or other visitors to Dealer sites;
is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable;
Dealer does not have a right to submit, post, upload, transmit or otherwise make available under any law (including without limitation data privacy laws or export control restrictions) or under contractual or fiduciary relationships such as information learned or disclosed as part of employment relationships or under nondisclosure agreements;
infringes or violates any party’s patent, trademark, trade secret, copyright or other proprietary right;
contains software viruses or any other computer codes, worms, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or that attempts to access the accounts of others, or attempts to penetrate security measures of Carpages.ca, its vendors or suppliers or other entities’ systems (“hacking”), whether or not the intrusion results in corruption or loss of data;
imposes an unreasonable or disproportionately large load on Carpages.ca’s infrastructure or that exceeds the limits provided by the website service for which Dealer registered;
includes any unsolicited or unauthorized advertising, promotional materials, “spam,” “chain letters,” “pyramid schemes,” “junk mail,” or any other similar form of solicitation; or
Breaches these terms of that of Carpages.ca.
With respect to use of the Website Service, Dealer further agrees not to:
interfere with, disrupt or harm in any way the Website Service or servers or networks connected to the Website Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Website Service;
intentionally or unintentionally violate any applicable local, provincial, state, federal or foreign laws, including, but not limited to, rules and any applicable regulations having the force of law;
impersonate any person or entity or falsely state or otherwise misrepresent Dealer’s affiliation with any person or entity; intentionally omit, delete forge or misrepresent transmission information, including any headers, return mailing, and Internet protocol addresses; or otherwise manipulate any identifiers in order to disguise the origin of any Dealer Content transmitted through the Website Service;
promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;
sell, distribute, disseminate or link to any sites for marketing, sales, or distribution of: firearms, explosives, ammunition, tobacco products and any other products or services that (i) Dealer cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via a DealerSite could cause Carpages.ca to violate any law, statute or regulation;
post or disclose any personal or private information or images about children or any third party without their express written consent (or a parent’s express written consent in the case of a minor), or engage in any activities that would violate the personal privacy rights of others;
intentionally or unintentionally violate any policies, rules, procedures, regulations, or other terms or requirements of any Registry responsible for the registration of the domain name associated with the website; or
encourage, permit or enable any of its representatives, agents, employees, affiliates, customers or any other third party to do any of the foregoing.
Carpages.ca may immediately terminate Dealer’s Website Account and access to and use of all or part of the website service in the event Carpages.ca reasonably concludes that Dealer is or may be in breach of any of the above listed rules of Dealer conduct.
We reserve the right to suspend or cancel a customer’s access to any or all services we provide when we decide that the account has been inappropriately used. In short, we do not allow certain activities hosted on our servers:
- No adult content (no pornography)
- No illegal or pirated content
- No spam or unsolicited emailing
- No attempt to undermine or cause harm to a server or another customer
WEBSITE COMPLIANCE DISCLAIMER
Carpages.ca makes no claim or warranty of any kind that DealerSite will comply with or be designed or developed in accordance with any third-party compliance requirements unless agreed to in writing.
DEALERMAIL USAGE POLICY
Unsolicited commercial advertisements are not allowed in e-mail, and will likely result in account suspension or cancellation.
Commercial advertisements are unwelcome in most Usenet discussion groups and on most e-mail mailing lists. Inappropriate posting may result in account suspension or cancellation. “Spamming,” or sending a message to many different off-topic newsgroups, is particularly unethical and will be treated as such.
Sending a message, especially an advertisement, to more than five or six recipients, is by itself spamming unless the individuals have specifically requested to be added to a mailing list on that topic.
Any website design fee as specified on the DealerSite purchase order form will be charged to Dealer prior to commencement of website design project and will be due immediately upon receipt.
In cases where there is no website design fee, an alternative upfront payment which is determined on the DealerSite order form will be required prior to commencement of website design project and will be due immediately upon receipt.
Website design fee or other upfront payment are non-refundable.
WEBSITE CHANGES POLICY
DealerSite content updates as requested by Dealer will be limited to a maximum of two (2) hours of updates per month. Additional hours will be billed at $150 per hour in half-hour increments.
Content updates do not include any graphic design work or website “refreshes” which are billed separately.
TERM AND TERMINATION
The term of this Agreement will commence on the date set forth on the purchase order form to which this Agreement is attached and will remain in effect for the Term of Agreement, as set forth on the purchase order form, or for whatever length of time Dealer continues to use the DealerSite service.
If, at any time during the Term of Agreement as set forth in the purchase order form, Dealer chooses to cancel their DealerSite service, a cancellation fee may apply.
Carpages.ca controls all rights, title and interest in and to DealerSite, Dealer Dashboard and Carpages.ca. Dealer agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Dealer Dashboard. Dealer also agrees not to remove, obscure, or alter Carpages.ca copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Dealer Dashboard. Except as expressly set forth in these Terms and Conditions, neither party grants to the other any rights in or to any technology, content, customer data, intellectual property or other rights or property of such party. All rights not expressly granted hereunder are reserved. Carpages.ca reserves the right to collect, store and maintain information relating solely to the description, features, photos and condition details of the vehicles in any vehicle listing. Dealer grants Carpages.ca a perpetual, worldwide royalty-free right to license any of the vehicle information collected by Carpages.ca or any of its affiliates and contractors.
DISCLAIMER OF WARRANTIES
Carpages.ca disclaims any responsibility for any harm resulting from the Dealer’s use of Dealer Dashboard, DealerSite and use of Carpages.ca. EXCEPT AS EXPRESSLY STATED HEREIN, CARPAGES.CA, ITS PARENT(S), AFFILIATE(S), AND SUBSIDIARY(IES) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DEALER DASHBOARD, DEALERSITE, AND CARPAGES.CA AND AFFILIATED SITES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CARPAGES.CA, ITS PARENT(S), AFFILIATE(S), AND SUBSIDIARY(IES) DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF DEALER DASHBOARD, DEALERSITE, AND CARPAGES.CA. CARPAGES.CA, ITS PARENT(S), AFFILIATE(S), AND SUBSIDIARY(IES) DO NOT REPRESENT OR WARRANT THAT CARPAGES.CA OR AFFILIATED SITES WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. DEALER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THESE TERMS AND CONDITIONS IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. DEALER UNDERSTANDS AND AGREES THAT DEALER DOWNLOADS AND/OR USES DEALER DASHBOARD AT DEALERS OWN DISCRETION AND RISK AND THAT DEALER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO DEALER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF DEALER DASHBOARD. SOME PROVINCES OR OTHER JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO DEALER. DEALER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE AND JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL CARPAGES.CA, ITS PARENT(S), AFFILIATE(S), AND SUBSIDIARY(IES) BE LIABLE FOR DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL EXEMPLARY AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (HOWEVER ARISING, INCLUDING NEGLIGENCE OR DAMAGES INCURRED BY THIRD PARTIES OR OTHERWISE, (EVEN IF CARPAGES.CA, ITS PARENT(S), AFFILIATE(S), OR SUBSIDIARY(IES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. THIS LIMITATION OF LIABILITY OF CARPAGES.CA, ITS PARENT(S), AFFILIATE(S), AND/OR SUBSIDIARY(IES) IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. SOME PROVINCES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO DEALER.
Dealer agrees to indemnify and hold harmless Carpages.ca and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents from any claim or demand, made by any third party due to / arising directly or indirectly out of Dealer’s conduct or its connection with Dealer’s use of Dealer Dashboard, DealerSite, or Carpages.ca, any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation. Carpages.ca reserves the right at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Dealer, but doing so shall not excuse Dealer’s indemnity obligations.
CARPAGES.CA AND AFFILIATED SITES
Dealer Dashboard is designed to be used in conjunction with the Carpages.ca website and other Affiliated Sites. Affiliated Sites are any other destination websites where information on vehicles collected by Carpages.ca is displayed, including the Dealer’s own website (“Affiliated Sites”). The list of Affiliated websites may change from time to time. In addition, Dealer’s use of Dealer Dashboard is also defined by the user agreements and privacy policies of such Affiliated sites.