Terms of Service

These Terms of Service (the “Terms”) are entered into between the customer (“Client”) indicated in the order form for services (“Services”) and us, the entity identified in the Order Form as the provider of services (referred to as “we,” “us” or “our” and Client may also be referred to in these Terms as “you” or “your”). References to Client includes Client’s employees, contractors, and authorized users. 

To use or receive the Services or upgrade to any Service, you must agree to these Terms by indicating your agreement via click-through acceptance or by executing an order for such Service or upgrade (whether online or in electronic copy, the “Order Form”). By agreeing to these Terms, you represent that you have the authority to bind the company you represent. 

The Terms consist of two parts: (1) these General Terms of Service, and (2) the terms specific to a certain Service included in the Service Specific Addendum attached hereto and incorporated by reference herein. In the event of a conflict between the Order Form, these Terms, or the Service Specific Addendum, the parties agree that solely to the extent of any such conflict, the order of precedence will be the Order Form, followed by the Service Specific Terms, followed by these Terms. Where we use the term “including” in these Terms, it means including without limitation. 

1. Services.

2. Restrictions on Use of Services.  Except for your authorized employees or contractors whom you authorize to access and use the Services on your behalf (each an “Authorized User”), you will not permit any third-party to access or use theServices, software, technology, or any other materials provided to you except as expressly permitted in these Terms. In addition, you and your users will not, and are prohibited from: (a) copying, modifying, or creating derivative works or improvements of theServices; (b) renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available anyServices, Our Data (as defined in Section 3), Third Party Data (as defined in Section 3), or any software or materials to any third-party, including in connection with the internet or any time-share,servicebureau,softwareasaservice, cloud, or other technology orservice, except as expressly authorized in these Terms; (c) reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to any portion of the Services, in whole or in part, in a manner that we did not authorize; (d) bypassing or breaching any security device or protection used by the Services or accessing or using the Services other than by an authorized user through the use of his or her own then valid access credentials; (e) inputting, uploading, transmitting, or otherwise providing to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) damaging, destroying, disrupting, disabling, impairing, interfering with, or otherwise impeding or harming, in any manner, the Services or the provision of the Services, in whole or in part; (g) removing, deleting, altering, or obscuring from the Services any of our trademarks; (h) accessing or using the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, data privacy right, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data), or that violates any applicable law; or (i) accessing or using the Services for purposes of developing a competitive offering. You will not use the Services in any manner that is or could be construed as obscene, threatening, abusive, defamatory, libelous, or which encourages criminal conduct. You are responsible for the conduct of your users and their use of the Services. 

3. Terms Related to Data.

4. Third-Party Services.

5. Fees & Payment Terms. You will pay the fees for the Services in the amounts and at the times specified in the Order Form. All fees will be paid in USD unless otherwise specified in the Order Form. Unless otherwise specified in the Order Form, fees are due 30 days from the date of invoice. If you fail to make any payment when due, we may charge interest on past due amounts at the rate of 1.5% per monthcalculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. You will reimburse us all costs that we incur in collecting any late payments, including attorneys’ fees, court costs, and collection agency fees. We may increase the fees for any Service no more frequently than once during any 12-month period, or any time upon renewal. You acknowledge and agree that notices of price increases may be included in or accompany Client’s invoices. 

6. Term & Termination.

7. Intellectual Property Ownership. As between us, all right, title and interest in and to the Services, Our Data, any templates we provide to you, the information technology infrastructure including the software, hardware, databases, electronic systems, networks, and all applications, APIs, scripts or Client-Side Software required to deliver the Services, or that we otherwise make available to you, including all documentation regarding the use or operation of the Services or any materials referred to as our intellectual property in the Services Specific Terms (collectively “Intellectual Property”) are our sole and exclusive property. Except as expressly stated herein, nothing in these Terms will serve to transfer to you any right in or to the Intellectual Property. We retain all right, title and interest in and to Intellectual Property. 

8. Confidential Information. The term “Confidential Information” means (a) the non-public information of either party, including but not limited to information relating to either party’s product plans, present or future developments, customers, designs, costs, prices, finances, marketing plans, business opportunities, software, software manuals, personnel, research, development or know-how; (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; or (c) in the case of Client, Client Data, Consumer Data, and, in our case, Our Data and Third-Party Data. Except for Our Data which shall always be Confidential Information, “Confidential Information” does not include information that: (i) is in, or enters, the public domain without breach of this these Terms; (ii) the receiving party lawfully receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party, as evidenced the receiving party’s records; (iv) the receiving party developed independently without reference to the Confidential Information; or (v) information that a party is expressly permitted to disclose pursuant to these Terms. Each party agrees that (a) it will not disclose to any third-party, or use for the benefit of any third-party, any Confidential Information disclosed to it by the other party except as expressly permitted hereunder; and (b) that it will use at least reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control but no less than the measures it uses to protect its own confidential information of a similar nature. Either party may disclose Confidential Information of the other party (a) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body; provided, that, the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement; or (b) to the parties’ agents, representatives, subcontractors or service providers who have a need to know such information; provided that, such party shall be under obligations of confidentiality at least as restrictive as those contained in this Section. Each party will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information. Each party acknowledges and agrees that a breach of the obligations of this Section may result in irreparable injury to the disclosing party for which there may be no adequate remedy at law, and the disclosing party will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by the recipient of Confidential Information.

9. Review of Use. If Client’s usage of a Service exceeds the number of licenses or the scope of license purchased, Client will promptly pay us for actual usage based on our then-current list price. With prior written notice, we may ourselves or through an independent auditor, review Client’s Service usage and related records during your normal business hours to confirm compliance with these Terms (a “Review”). You will provide us or the auditor with access to the relevant records and facilities for the Review. We will treat all information disclosed during the Review as confidential information and will only use or disclose such information as required by law or to enforce our rights under these Terms. 

10. Early Access Use and Suggestions.

11. Indemnity. You will defend, indemnify, and hold us, our affiliates and each of our and our affiliate’s officers, directors, employees, agents, successors, and assigns harmless from and against any and all damages, losses, costs or expenses (including reasonable legal fees) that we incur that results or arises from, or are alleged to result or arise from: (a) Client’s breach of these Terms; (b) Client’s use of the Service in a manner that violates applicable law, including laws that apply to marketing or advertising, consumer warranties, privacy, consumer data, or consumer credit; (c) Client’s breach of any term or condition required by an original equipment manufacturer or Client’s failure to be an authorized dealer of any original equipment manufacturer; (d) any materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Client, or the customization of any Services in accordance with any specifications or directions provided by or on behalf of Client; (e) any Third-Party Service or any claim that arising from third-party data; or (f) Client’s negligent, willful, fraudulent or intentional acts or omissions. As used in this Section, references to Client include Client’s employees or users of the Services.

12. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THESE TERMSFOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, ORIGINAL EQUIPMENT MANUFACTURES, OR SUPPLIERS, WHETHER RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WE SPECIFICALLY DISCLAIM LIABILITY FOR (A) ANY LOSS OF USE OF TECHNOLOGY, LOSS AND CORRUPTION OF DATA, OR ANY COSTS ASSOCIATED WITH SYSTEM OR DATA RECOVERY; (B) ANY LIABILITY RESULTING FROM ERRORS IN INSTRUCTIONS, SERVICE BULLETINS, DIAGRAMS, SPECIFICATIONS, PARTS IDENTIFICATION, OR PARTS DESCRIPTIONS; (C) ANY THIRD PARTY CLAIMS; (D) DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL; OR (E) ANY LIABILITY ARISING FROM YOU OR YOUR USERS USE OF THE SERVICES IN VIOLATION OF LAW OR THESE TERMS.

13. Governing Law.  These Terms will be governed by and construed in accordance with the substantive laws of the State of Oregon without giving effect to any choice of law rules that may require the application of the laws of another jurisdiction. The UN Convention on contracts for the International Sale of Goods and the Uniform Computer Transactions Act shall not apply to transactions under these Terms. 

14. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.

15. Disputes.  Any controversy or claim arising out of or relating to these Terms, or the breach thereof, will be determined by final and bindingarbitrationadministered by the AmericanArbitrationAssociation (“AAA”) under its CommercialArbitrationRules and Mediation Procedures (“Commercial Rules”). The award rendered by thearbitrator shall be final, non-reviewable, non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction. The place ofarbitrationshall be Multnomah County, Portland Oregon. Except as may be required by law, neither a party nor thearbitrators may disclose the existence, content or results of anyarbitrationwithout the prior written consent of both parties, unless to protect or pursue a legal right. For disputes where the amount at issue is less than $100,000, there will be onearbitratoragreed to by the parties within twenty (20) days of receipt by respondents of the request forarbitration,or, in default thereof, appointed by the AAA in accordance with its Commercial Rules. For disputes where the amount at issue is greater than $100,000, there will be threearbitrators agreed to by the parties within thirty (30) days of receipt by respondents of the request forarbitrationor, in default of such agreement, by the AAA. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby. 

16. Severability; No Waiver. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

17. Assignment. Client will not assign, delegate, or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, except that Client may transfer its rights and obligations under these Terms in connection with a merger, consolidation, or reorganization of Client. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under these Terms. We may assign, delegate or otherwise transfer our rights, obligations or performance under these Terms with or without consent. Any other purported assignment, delegation, or transfer in violation of this Section is void. 

18. Modifications. We may make modifications or changes to these Terms. If we make a modification that we deem material, we will provide notice to you (email notice being sufficient) which will be effective 30 days following our notice of the modification and, if you do not agree to the modified terms, you may object to the modification by providing us with notification of your objection (in reasonable detail) during such 30-day notice period. Upon receipt of your objection, we may choose to modify the Terms that apply to you such that they resolve your objection, or we may enter into good faith negotiations regarding your objection in an attempt to resolve your objection. If you fail to provide us with notice of your objection within such period, you will be deemed to have accepted these Terms as modified. We may make non-material changes to these Terms by posting the revised version at the URL where these Terms are available.

19. No Third-Party Beneficiaries. These Terms are entered into for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature or by reason of these Terms.

20. Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing under these Terms, (except for any obligation to make payments), when and to the extent such failure or delay is caused by any circumstances that constitute acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, or national or regional shortage of adequate power or telecommunications or transportation (collectively, a “Force Majeure Event”). 

21. Language.  The parties have required that these Terms and notices relating hereto be drawn up in the English language. Les parties aux présentes ont exigé que la présente EULA et tous les avis y afférant soit rédigés en langue anglaise.

22. Notice. Any notice request, consent, claim, demand, waiver, or other communications under these Terms intended to have legal effect, must be delivered (a) in the case of Client, in writing addressed to Client’s address or email address in the Order Form, or in our case, to Legal@Leadventure.com or 26600 SW Parkway Ave #400, Wilsonville, OR 97070, and in each case, notice will be deemed effectively given when (i) received if sent by a nationally recognized overnight courier where signature is required; or (ii) if provided to Client, notice may be provided via email to the Client contact in the Order Form with confirmation of transmission and deemed effectively given if sent during the Client’s normal business hours, and on the next business day, if sent after normal business hours. 

23. Entire Agreement. These Terms together with the Order Form, the applicable Service Specific Terms Addendum and any other documents expressly incorporated into these Terms constitutes the entireagreementof the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings,agreements, representations, and warranties, both written and oral, with respect to such subject matter. 

SERVICE SPECIFIC TERMS ADDENDUM

Website Terms

1. Website Services. The Services, for the purpose of these Website Service Specific Terms, means the delivery of a website (“Website”) and related services, including (if applicable) website hosting and email hosting services, customer review capturing tool, and in each case as described in the Order Form. Acceptance of the Website will be deemed to be the earlier of the date that we publish the Website the site or 45 days from the Effective Date. We may obtain website hosting services on your behalf and such hosting services are provided by Third Party Providers to us pursuant to their terms. 

2. Data. In addition to the definition of data in the Terms, the following definitions include: (a) Client Data includes information (including payment information) you send or receive from the Website or email hosting services (if included); and (b) Client Content includes your logo, images, pictures, advertisements, and text (to the extent the foregoing do not constitute our templates). 

3. Consumer Data. You represent and warrant that you will collect Consumer Data in accordance with all applicable laws, including the Fair Credit Reporting Act, the rules and regulations promulgated by the Federal Trade Commission on unfair or deceptive practices, the rules and regulations promulgated by the Consumer Financial Protection Bureau including Truth in Advertising rules and Regulation Z, and any other applicable consumer data protection of financial protection laws. You are solely responsible for ensuring that the Consumer Data you collect is collected, processed, stored, used, and shared in accordance with applicable law. You are solely responsible for ensuring the integrity and security of Consumer Data. 

4. Ownership; Templates. We create or license the Website template, including all images, fonts, graphics, or other creative content, that we provide you and these materials are included in the definition of Intellectual Property. We grant you the limited license to publish, display and access and use Intellectual Property during the Term. You are prohibited from copying, publishing, displaying or otherwise exploiting Intellectual Property (including sharing such materials to a competitor of ours or directing a competitor to use such materials on your behalf). In addition, we may offer you a template form to collect Consumer Data or template policies, including template disclosures, consents, or policies. We do not and cannot provide legal advice. We do not review your practices or policies and do not represent, warrant, or guarantee that the use of our templates is legally sufficient or ensures legal compliance. We are under no obligation to, and do not, monitor the consumer credit or data privacy laws that may apply to your business. You are responsible for ensuring that any use of the template form (including any consent) is accurate and that it meets and complies with all applicable legal requirements.

5. Restrictions. In addition to the restrictions in the Terms, you acknowledge and agree that you may not use our servers as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities that threaten the stability of our network or damage the systems of, or cause a disruption of Internet services. Use of your Website as an anonymous gateway is prohibited. You are solely responsible for maintaining an independent backup copy of your Website and Client Content. You are prohibited from using the Services to disseminate or transmit unsolicited messages, unsolicited commercial email, or unreasonably large volumes of email.

6. YouTube Services. If your Website uses YouTube to upload and post videos, by using the YouTube services you agree to be bound by the YouTube Terms of Service available at https://www.youtube.com/t/terms. You are solely responsible for ensuring that you comply with the YouTube Terms of Service.

7. Indemnification. You represent and warrant that you own the right, title, and interest to your Client Content, including the right to publish, reproduce, distribute, and license. You acknowledge and agree to indemnify and defend us from any claim, suit, or proceeding brought against us regarding any and all claims, damages, liabilities, losses, suits, legal action, investigations, and threats of same concerning the alleged or actual infringement of any Client Content you provide or approve for use in the Website. 

8. Privacy Policy. Cookies may be used to personalize the experience of visitors to your Website. You represent and warrant that you will have posted on your Website a privacy policy which clearly and conspicuously discloses the use of such cookies, and you have obtained all required consents and authorization from your Website visitors relating to use of such cookies. 

9. Digital Accessibility. You acknowledge that you are required to comply with the Americans with Disabilities Act (“ADA”) and any applicable state, county, or municipality laws relating to accessibility for persons with disabilities to places of public accommodation, any regulations or guidelines promulgated pursuant to those laws, or any other applicable disability access statutes, regulations, guidance, or other legal requirements ("Access Laws") with respect to the accessibility of the Website. The "Digital Accessibility Service" is provided by a third party.

Marketing & Listing Services Terms

1. Marketing Services. Marketing Services may include any one or all of the following: search engine optimization, search engine marketing, marketing automation, social media management (defined below), reputation management (defined below), or other marketing services as described in the Order Form (“Marketing Services”). The Services may also include “Listing Services” which mean the listing of inventory, parts, or accessories on various third-party websites (such as E-Bay, Craigslist, or other ecommerce sites). As part of the Marketing Services, we may create or provide you with SEO strategies (including specific words) and creative materials that we develop or create as a result of our expertise. Any SEO strategy, words, or other creative material that we create or develop are our Intellectual Property and we provide you the limited right to use our Intellectual Property during the Term and solely in connection with our provision of, and your receipt of, the Marketing Services. Following the termination or expiration of the Marketing Services, you will remove all Intellectual Property that we provided to you from your websites or social media sites.

2. Marketing Spend and Management Fees; Billing; Budgets; Credits. The Marketing Services fees include “Marketing Spend,” “Management Fees,” and may include a one-time nonrefundable setup fee. Management Fees are the recurring monthly fees that are fixed and committed spend during the Term. Management Fees are not cancelable or refundable. Marketing Spend is the fee for marketing activities for advertising placement the applicable third-party platform (e.g. Google, Facebook) based on a monthly budget which you set. The Marketing Spend also includes our margin of up to 30%. If your desired results require additional spend, or we incur an overage in excess of the Budgeted amount, we will notify you that the Budget needs to be increased and, you will pay such additional amounts promptly. If we do not spend Budget during the Term, we will credit such amount to your next invoice unless the credit amount is de minimis (as determined by us in our sole discretion) and in which case we will not credit any amounts. In no event will we refund any amounts to you.

3. Pausing Your Marketing Campaigns; Termination. Except for Clients under monthly contracts, at any time during the Term, so long as we have not made purchases on your behalf, you may suspend any Marketing Spend temporarily. You understand that suspending the Marketing Spend does not suspend your obligation to pay the Management Fees and we will continue to invoice and you will pay the Management Fees during the Term notwithstanding any suspension of Marketing Spend. Notwithstanding Section 6(b)(iv) of the Terms, for monthly contracts, Client may terminate any Renewal Term with 15 days written notice prior to the Renewal Term. 

4. SharpShooter Program Subscription; Fees; Billing. If the Order Form includes a SharpShooter Program Subscription (the “SSPS”), the Marketing Services included in your SSPS will be provided based on the schedule of events outlined in the Order Form. In the event you need to change the date of any events included in the schedule of events outlined in the Order Form, you must provide us with notice not less than thirty (30) days prior to the scheduled date. The SSPS fees are recurring monthly fees that are fixed and committed spend during the Term. If for any reason you do not hold, reschedule, or replace the events outlined in the Order Form as part of the SSPS during the Term, we will not credit, refund, or carryover any amounts that go unused during the Term. SSPS fees are not cancelable or refundable. 

5. Client Obligations. In order for us to perform the Marketing Services, you must (a) provide us with access to applicable accounts (like Google Analytics or Facebook); (b) install and maintain a pixel or script to allow us to track traffic; and (c) assist us with the development of keywords. 

6. Reporting. We will provide you with reporting regarding the activities performed and the results of such activities. You understand that the performance of the Marketing Services may take time to see results or may change or fluctuate over time due to changes in search engine algorithms, site rankings, competition for key words, policies of the search engine platform or third party platform, changes in indexed directories, or other changes or factors. Therefore, we do not guarantee that the Marketing Services will achieve any specific result or any result within a specific timeframe or campaign. If you change your website, the changes may impact the Marketing Services. 

7. Social Media Management. The “Social Media Management” Services include curated content postings, optimized social media pages, and posting of select manufacturer’s promotions through the Client’s Facebook and Twitter accounts, as applicable. The complete list of Social Media Management Services is defined in the Social Media Management product sheet, incorporated in these Terms by reference. Social Media Management Tier 1 Services include management of one (a) Facebook business page for one Client location, one (b) Google My Business listing for Google posts for one Client location, and one (c) Twitter account for one Client location, if applicable. Social Media Management Tier 2 Services including management of one (d) Facebook business page. Additional Client locations may be added for an additional fee. Client must grant administrative level access to the Client's Facebook business page to start the Social Media Management Tier 1 or Tier 2 Services. In the event administrative access cannot be granted to us or logins cannot be provided, we will create a new Twitter account and/or Facebook account on Client's behalf. Except for "liking" or "sharing" posts through the customary methods on a social media site, Client may not copy, reproduce, display, use or repost any content in any manner or in any media without our prior written consent, including reproducing content from one Client location's Facebook page or Twitter account to any other Facebook page or Twitter account not covered by these Terms.

8. Reputation Management. The “Reputation Management” Services may include: (a) the ability to build, enhance, control and track business listings on multiple local search and business directory websites and mobile applications; (b) requesting, managing, and/or responding to customer reviews; (c) a review management dashboard; and (d) integration with dealer’s Dealer Management System (DMS) to provide daily automated review requests to customers who had a transaction the previous day. The Reputation Management Services may utilize email and text and are subject to the Messaging and Email Services team included below. Client may not copy, reproduce, display, use, or repost any content in any manner or in any media without our prior written consent. Client must grant administrative level access to the Client's Facebook and Google accounts to start the Reputation Management Services.  If reviews are being posted via Facebook or Twitter review services, additional terms from Facebook or Twitter may apply and Client agrees to comply with such terms. 

9. Online Vehicle Exchange, LLC (OVE) Fees. If Listing Services includes OVE, you will be responsible for any fees associated with your sales activities through OVE. OVE assess a $500 fee for any vehicle sold that is unavailable. You are responsible for maintaining accurate data on OVE and promptly deleting all sold inventory. 

Data Services

1. Data Services. Data Services may include Third Party Data, in the form of digitized original automobile window stickers. 

2. Acceptable Use. You may only use the Data Services and Third Party Data to provide to consumers in connection with the sales and advertising of vehicles and to enhance vehicle data, either by including the Third Party Data on a website to describe a vehicle or as a window sticker on a vehicle. You may not sell, distribute, or alter the Third Party Data or Data Services.

3. Warranty Disclaimer. THE DATA SERVICES ARE LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. We do not warrant that the Data Services will meet your requirements, that operation will be uninterrupted or error free, or that the Third Party Data will contain correct, accurate, or complete data. 

Messaging and Email Services

1. Messaging and Email Services.  For purposes of these Service Specific Terms, “Messaging Services” means any message sent via SMS, MMS, Chat, and WhatsApp messaging channels in connection with the Services indicated in an Order Form. “Email Services” means any email sent via the Services indicated in an Order Form.

2. Third Party Services. We use third-party services in order to provide Messaging Services and Email Services. If the Order indicates that you purchased Messaging Services or Email Services, the following terms apply to such purchase:

3. Violations.  We reserve the right to suspend or remove access to Messaging Services or Email Services for clients we determine are not complying with these Service Specific Terms, or who are not following the law in any applicable area or applicable communications industry guidelines or standards, in some instances with limited notice in the case of serious violations of this policy.

Last Updated 05/01/2023