Use of the Services by you. 5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to the Service Provider will always be accurate, correct and up to date. In connection with your using the Services, you acknowledge and agree that you will provide your proprietary data to the Service Provider and/or its Subsidiaries and Affiliates (“Supplier Data”). 5.2 You agree to use the Services only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions, including without limitation any laws regarding handling of personal and health care information, and the export of data or software to and from the United States and the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereto and the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HIPAA”). 5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Service Provider, unless you have been specifically allowed to do so in a separate agreement with the Service Provider. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services. 5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). 5.5 You agree that should you view information that does not relate to your company, you will immediately inform the Service Provider of such information at xxxxxxxxxxxxxxx@xxxxxxx.xxx. 5.6 You agree that you are solely responsible for (and that the Service Provider has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which the Service Provider may suffer) of any such breach.
Appears in 1 contract
Samples: Terms and Conditions
Use of the Services by you. 5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to the Service Provider Chief Architect will always be accurate, correct and up to date. In connection with your using the Services, you acknowledge and agree that you will provide your proprietary data to the Service Provider and/or its Subsidiaries and Affiliates (“Supplier Data”).
5.2 You agree to use the Services only for purposes that are permitted by (a) this Agreement the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions, jurisdictions (including without limitation any laws regarding handling of personal and health care information, and the export of data or software to and from the United States and the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereto and the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HIPAA”or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Service ProviderChief Architect, unless you have been specifically allowed to do so in a separate agreement with the Service ProviderChief Architect. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt or similar file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 You Unless you have been specifically permitted to do so in a separate agreement with Chief Architect, you agree that should you view information that does not relate to your company, you will immediately inform not reproduce, duplicate, copy, sell, trade or resell the Service Provider of such information at xxxxxxxxxxxxxxx@xxxxxxx.xxxServices for any purpose.
5.6 You agree that you are solely responsible for (and that the Service Provider Chief Architect has no responsibility to you or to any third party for) any breach of your obligations under this Agreement the Terms and for the consequences (including any loss or damage which the Service Provider Chief Architect may suffer) of any such breach.
5.7 You agree that you will not:
1. xxxxxx, abuse, xxxxxx, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
2. upload, post, e-mail or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful Content;
3. upload, post, e-mail or transmit or otherwise make available any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such Content;
4. upload, post, e-mail or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms or any applicable policies or guidelines.
5. download any file posted by another that you know, or reasonably should know, that cannot be legally distributed in such manner;
6. impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
7. restrict or inhibit any other user from using and enjoying Chief Architect services;
Appears in 1 contract
Samples: User Agreement
Use of the Services by you. 5.1 2.1 In order to access certain Services, you may be required to provide information about yourself and your business (such as identification identification, billing or contact details) as part of the registration process for the Service, or as part of your continued use of the Services). You agree that any registration information you give to the Service Provider us will always be accurate, correct complete and up to date. In connection with your using the Services, you acknowledge and agree that you will provide your proprietary data to the Service Provider and/or its Subsidiaries and Affiliates (“Supplier Data”).
5.2 2.2 You agree to use the Services only for purposes that are permitted by (a) this Agreement these Terms and (b) any applicable lawlaws, regulation or legislation, rules, regulations, governmental requirements, industry standards, and generally accepted practices or guidelines in the relevant jurisdictions, jurisdictions (including without limitation any laws regarding handling of personal and health care information, and the export of data or software to and from the United States and the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereto and the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HIPAA”or other relevant countries).
5.3 2.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Service Provider, unless you have been specifically allowed to do so in a separate agreement with the Service Providerus. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that ). Without limiting the foregoing, you comply agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any Secure Web Service or other program associated with the instructions set out in any robots.txt file present on the Services.
5.4 2.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 2.5 You agree that should you view information that does not relate to your company, you will immediately inform not reproduce, duplicate, copy, sell, trade or resell the Service Provider of such information at xxxxxxxxxxxxxxx@xxxxxxx.xxxServices for any purpose.
5.6 2.6 You agree that you are solely responsible for (and that the Service Provider has we have no responsibility to you or to any third party for) any breach of your obligations under this Agreement these Terms and for the consequences (including any loss or damage which the Service Provider may suffer) of any such breach. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account and you will immediately notify us if these Terms are breached or there are threatened claims against you related to the Services provided under these Terms.
2.7 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
2.8 You agree and understand that you are responsible to maintain, as required under law, policy or contract, the confidentiality of information that you use, is provided to you, or that you obtain as a result of your use of the Services.
2.9 You shall at all times comply with all applicable laws, legislation, rules, regulations, governmental requirements and industry standards with respect to your use of the Services and the performance by you of your obligations hereunder, including, but not limited to, any applicable provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999 and regulations promulgated under that Act (collectively "GLB") or other federal, state, and local laws, rules, regulations, and ordinances governing the privacy and security of customer information that apply to you. You agree to protect and maintain the privacy of such information accordingly.
2.10 You acknowledge that, among other things, you are allowed to designate administrators for the Services. By designating administrators you are thereby granting certain rights and authorizations relating to, among other things, selection of, and preferences for, Services and billing. You agree that you are solely responsible for any fees, costs or other expenses that may be charged by us, or any of Our Affiliates, as applicable, related to any selections made by you or your designees.
2.11 You acknowledge that as part of the Services you may receive use of and access to certain toll-free and local tracking phone numbers (the “Numbers”), as well as other services relating to such Numbers (collectively, the "Call Tracking Number Services"). You acknowledge and understand that when a person (the "Caller") calls a Number, the Caller will be automatically advised, prior to the connection of the telephone call to you, that each call is subject to recording and monitoring (the "Recorded Call Message"). Call Tracking Number Services may include the ability to record and retrieve telephone communications associated with the Numbers assigned to you pursuant to the Call Tracking Number Services. Only calls to telephone numbers associated with the Call Tracking Number Services will be recorded. The recorded calls may be reviewed by you, and those given access by you; which may include the managers or other co-workers of the individuals participating in the call. You represent, warrant and agree that in connection with your use of the Services, that you have reviewed the legality of recording, monitoring, and storing, and divulging telephone calls, that you are permitted to engage in such activities, and that you shall use the Numbers in full compliance with all applicable laws and regulations. You represent and warrant that you have had the opportunity to review the proposed usage of the Numbers with your legal counsel, and that you have established proper procedures to protect the privacy of, and otherwise comply with all applicable laws with respect to, Callers and the Call Receivers (defined below). In the event the Recorded Call Message requires a revision in order to comply with applicable law, then you shall promptly notify us in writing of that fact, advising us as to the exact language necessary to comply with the applicable laws. You agree and acknowledge that none of us, Our Affiliates, or any of our or their respective third party providers accept any responsibility for (a) the legality of recording, monitoring, storing and/or divulging telephone calls and (b) the legality of the language used in the Recorded Call Message. You agree and acknowledge that applicable laws and regulations may require that you provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls (the "Call Receivers"). You agree, acknowledge, represent and warrant that you will provide and/or obtain all notices, consents, and permissions relating to Call Receivers, as required by applicable laws and regulations. Unless registered in your name, you acknowledge that you have no rights in any telephone number or domain name assigned to you by us or Our Affiliates, and that we or Our Affiliates may re-assign such numbers or domain names when no longer used by you.
2.12 You understand that part of the Services may include, among other things, the creation and posting of your Advertisements on the World Wide Web and otherwise by us or Our Affiliates on your behalf relating to your automotive dealership (the ‘Advertising Services”). You are solely responsible for all: (a) campaigns and budget allocation and management (creative or targets), whether generated by or for you; (b) the content of your Advertisements, whether generated by or for you; and (c) web site content, services and landing pages that create links, or direct viewers, to your Advertisements, or your advertised services and products. You understand and agree that your Advertisements may be placed on any website or property provided by a Publisher upon which we or Our Affiliates may select or you may request. In connection with the Advertising Services, you authorize us and/or Our Affiliates to enter, on your behalf, into insertion orders and similar agreements with Publishers for the placement of your Advertisements. You authorize and consent to all such placements and agree to be bound by the terms of such agreements; provided, you will not be liable for fees in excess of the fees for the Services. Your Advertisements may be implemented on Publishers’ sites at our or Our Affiliates sole discretion, and we or Our Affiliates may change the position, reject or remove any Advertisement for any or no reason during the course of a campaign. You may not use or republish any Advertisements or other marketing materials provided to you by us, any of Our Affiliates, and/or VWGoA without our prior written consent.
2.13 You hereby appoint Shift Digital and Our Affiliates to act as your agent in purchasing Advertising and to contract with Publishers in order to deliver the Advertising Services, including the right to manage your accounts with Publishers and to make all decisions (including bid price, listing terms, and monthly spend) and take all actions (including adding and deleting listings, creating new listings, editing listings and changing bid amounts) relating to your accounts.
2.14 You authorize us or Our Affiliates to track activity on your website(s) in connection with the Services provided to you, which may include monitoring and measuring the efficacy of the Services using web beacons, HTML tags, cookies or other methods or technologies (the “Tracking Tags”). Upon notice from us or Our Affiliates, or termination of the Services, you agree to immediately cease all use of and facilitate the removal of all such Tracking Tags from your websites by us or Our Affiliates and to be responsible for any fees or costs incurred by us or Our Affiliates with respect to tracking tags that we or Our Affiliates are unable to remove.
2.15 If you subscribe to one or more Blue Book® online trade-in tools, you understand and agree that your use of such online trade-in tools shall be subject to, and you agree to the additional terms and conditions set forth at, xxxx://x0x.xxx.xxx/atcleaddriver which are incorporated herein by reference and made a part of the Agreement.
Appears in 1 contract
Use of the Services by you. 5.1 2.1 In order to access certain Services, you may be required to provide information about yourself and your business (such as identification identification, billing or contact details) as part of the registration process for the Service, or as part of your continued use of the Services). You agree that any registration information you give to the Service Provider us will always be accurate, correct complete and up to date. In connection with your using the Services, you acknowledge and agree that you will provide your proprietary data to the Service Provider and/or its Subsidiaries and Affiliates (“Supplier Data”).
5.2 2.2 You agree to use the Services only for purposes that are permitted by (a) this Agreement these Terms and (b) any applicable lawlaws, regulation or legislation, rules, regulations, governmental requirements, industry standards, and generally accepted practices or guidelines in the relevant jurisdictions, jurisdictions (including without limitation any laws regarding handling of personal and health care information, and the export of data or software to and from the United States and the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereto and the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HIPAA”or other relevant countries).
5.3 2.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Service Provider, unless you have been specifically allowed to do so in a separate agreement with the Service Providerus. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that ). Without limiting the foregoing, you comply agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any Secure Web Service or other program associated with the instructions set out in any robots.txt file present on the Services.
5.4 2.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 2.5 You agree that should you view information that does not relate to your company, you will immediately inform not reproduce, duplicate, copy, sell, trade or resell the Service Provider of such information at xxxxxxxxxxxxxxx@xxxxxxx.xxxServices for any purpose.
5.6 2.6 You agree that you are solely responsible for (and that the Service Provider has we have no responsibility to you or to any third party for) any breach of your obligations under this Agreement these Terms and for the consequences (including any loss or damage which the Service Provider may suffer) of any such breach. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account and you will immediately notify us if these Terms are breached or there are threatened claims against you related to the Services provided under these Terms.
2.7 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
2.8 You agree and understand that you are responsible to maintain, as required under law, policy or contract, the confidentiality of information that you use, is provided to you, or that you obtain as a result of your use of the Services.
2.9 You shall at all times comply with all applicable laws, legislation, rules, regulations, governmental requirements and industry standards with respect to your use of the Services and the performance by you of your obligations hereunder, including, but not limited to, any applicable provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999 and regulations promulgated under that Act (collectively "GLB") or other federal, state, and local laws, rules, regulations, and ordinances governing the privacy and security of customer information that apply to you. You agree to protect and maintain the privacy of such information accordingly.
2.10 You acknowledge that, among other things, you are allowed to designate administrators for the Services. By designating administrators you are thereby granting certain rights and authorizations relating to, among other things, selection of, and preferences for, Services and billing. You agree that you are solely responsible for any fees, costs or other expenses that may be charged by us, or any of Our Affiliates, as applicable, related to any selections made by you or your designees.
2.11 You acknowledge that as part of the Services you may receive use of and access to certain toll-free and local tracking phone numbers (the “Numbers”), as well as other services relating to such Numbers (collectively, the "Call Tracking Number Services"). You acknowledge and understand that when a person (the "Caller") calls a Number, the Caller will be automatically advised, prior to the connection of the telephone call to you, that each call is subject to recording and monitoring (the "Recorded Call Message"). Call Tracking Number Services may include the ability to record and retrieve telephone communications associated with the Numbers assigned to you pursuant to the Call Tracking Number Services. Only calls to telephone numbers associated with the Call Tracking Number Services will be recorded. The recorded calls may be reviewed by you, and those given access by you; which may include the managers or other co-workers of the individuals participating in the call. You represent, warrant and agree that in connection with your use of the Services, that you have reviewed the legality of recording, monitoring, and storing, and divulging telephone calls, that you are permitted to engage in such activities, and that you shall use the Numbers in full compliance with all applicable laws and regulations. You represent and warrant that you have had the opportunity to review the proposed usage of the Numbers with your legal counsel, and that you have established proper procedures to protect the privacy of, and otherwise comply with all applicable laws with respect to, Callers and the Call Receivers (defined below). In the event the Recorded Call Message requires a revision in order to comply with applicable law, then you shall promptly notify us in writing of that fact, advising us as to the exact language necessary to comply with the applicable laws. You agree and acknowledge that none of us, Our Affiliates, or any of our or their respective third party providers accept any responsibility for (a) the legality of recording, monitoring, storing and/or divulging telephone calls and (b) the legality of the language used in the Recorded Call Message. You agree and acknowledge that applicable laws and regulations may require that you provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls (the "Call Receivers"). You agree, acknowledge, represent and warrant that you will provide and/or obtain all notices, consents, and permissions relating to Call Receivers, as required by applicable laws and regulations. Unless registered in your name, you acknowledge that you have no rights in any telephone number or domain name assigned to you by us or Our Affiliates, and that we or Our Affiliates may re-assign such numbers or domain names when no longer used by you.
2.12 You understand that part of the Services may include, among other things, the creation and posting of your Advertisements on the World Wide Web and otherwise by us or Our Affiliates on your behalf relating to your automotive dealership (the ‘Advertising Services”). You are solely responsible for all: (a) campaigns and budget allocation and management (creative or targets), whether generated by or for you; (b) the content of your Advertisements, whether generated by or for you; and (c) web site content, services and landing pages that create links, or direct viewers, to your Advertisements, or your advertised services and products. You understand and agree that your Advertisements may be placed on any website or property provided by a Publisher upon which we or Our Affiliates may select or you may request. In connection with the Advertising Services, you authorize us and/or Our Affiliates to enter, on your behalf, into insertion orders and similar agreements with Publishers for the placement of your Advertisements. You authorize and consent to all such placements and agree to be bound by the terms of such agreements; provided, you will not be liable for fees in excess of the fees for the Services. Your Advertisements may be implemented on Publishers’ sites at our or Our Affiliates sole discretion, and we or Our Affiliates may change the position, reject or remove any Advertisement for any or no reason during the course of a campaign. You may not use or republish any Advertisements or other marketing materials provided to you by us, any of Our Affiliates, and/or VWGoA without our prior written consent.
2.13 You hereby appoint Shift Digital and Our Affiliates to act as your agent in purchasing Advertising and to contract with Publishers in order to deliver the Advertising Services, including the right to manage your accounts with Publishers and to make all decisions (including bid price, listing terms, and monthly spend) and take all actions (including adding and deleting listings, creating new listings, editing listings and changing bid amounts) relating to your accounts.
2.14 You authorize us or Our Affiliates to track activity on your website(s) in connection with the Services provided to you, which may include monitoring and measuring the efficacy of the Services using web beacons, HTML tags, cookies or other methods or technologies (the “Tracking Tags”). Upon notice from us or Our Affiliates, or termination of the Services, you agree to immediately cease all use of and facilitate the removal of all such Tracking Tags from your websites by us or Our Affiliates and to be responsible for any fees or costs incurred by us or Our Affiliates with respect to tracking tags that we or Our Affiliates are unable to remove.
2.15 If you subscribe to one or more Blue Book® online trade-in tools, you understand and agree that your use of such online trade-in tools shall be subject to, and you agree to the additional terms and conditions set forth at, xxxx://x0x.xxx.xxx/atcleaddriver which are incorporated herein by reference and made a part of the Agreement.
2.16 Dealer will not use these Services in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted SMS or text messages. Dealer will not improperly engage in activity which the United States Federal Communications Commission or other government authority has prohibited. Xxxxxx is personally responsible for all SMS messages originated and sent via the chat Services provided to Dealer. Actions taken using Dealer’s credentials shall be deemed to be actions taken by the Dealer. DEALER SHALL, AS REQUIRED BY APPLICABLE LAW OR REGULATION, PROVIDE NOTICE TO DEALER'S CUSTOMERS AND OBTAIN CONSENT, IF REQUIRED FOR USE OF THE SERVICES, IN DEALER'S PRIVACY POLICY AND/OR AS OTHERWISE REQUIRED BY LAW OR REGULATION.
Appears in 1 contract
Use of the Services by you. 5.1 2.1 In order to access certain Services, you may be required to provide information about yourself and your business (such as identification identification, billing or contact details) as part of the registration process for the Service, or as part of your continued use of the Services). You agree that any registration information you give to the Service Provider us will always be accurate, correct complete and up to date. In connection with your using the Services, you acknowledge and agree that you will provide your proprietary data to the Service Provider and/or its Subsidiaries and Affiliates (“Supplier Data”).
5.2 2.2 You agree to use the Services only for purposes that are permitted by (a) this Agreement these Terms and (b) any applicable lawlaws, regulation or legislation, rules, regulations, governmental requirements, industry standards, and generally accepted practices or guidelines in the relevant jurisdictions, jurisdictions (including without limitation any laws regarding handling of personal and health care information, and the export of data or software to and from the United States and the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereto and the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HIPAA”or other relevant countries).
5.3 2.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Service Provider, unless you have been specifically allowed to do so in a separate agreement with the Service Providerus. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that ). Without limiting the foregoing, you comply agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any Secure Web Service or other program associated with the instructions set out in any robots.txt file present on the Services.
5.4 2.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 2.5 You agree that should you view information that does not relate to your company, you will immediately inform not reproduce, duplicate, copy, sell, trade or resell the Service Provider of such information at xxxxxxxxxxxxxxx@xxxxxxx.xxxServices for any purpose.
5.6 2.6 You agree that you are solely responsible for (and that the Service Provider has we have no responsibility to you or to any third party for) any breach of your obligations under this Agreement these Terms and for the consequences (including any loss or damage which the Service Provider may suffer) of any such breach. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account and you will immediately notify us if these Terms are breached or there are threatened claims against you related to the Services provided under these Terms.
2.7 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
2.8 You agree and understand that you are responsible to maintain, as required under law, policy or contract, the confidentiality of information that you use, is provided to you, or that you obtain as a result of your use of the Services.
2.9 You shall at all times comply with all applicable laws, legislation, rules, regulations, governmental requirements and industry standards with respect to your use of the Services and the performance by you of your obligations hereunder, including, but not limited to, any applicable provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999 and regulations promulgated under that Act (collectively "GLB") or other federal, state, and local laws, rules, regulations, and ordinances governing the privacy and security of customer information that apply to you. You agree to protect and maintain the privacy of such information accordingly.
2.10 You acknowledge that, among other things, you are allowed to designate administrators for the Services. By designating administrators you are thereby granting certain rights and authorizations relating to, among other things, selection of, and preferences for, Services and billing. You agree that you are solely responsible for any fees, costs or other expenses that may be charged by us, or any of Our Affiliates, as applicable, related to any selections made by you or your designees.
2.11 You acknowledge that as part of the Services you may receive use of and access to certain toll-free and local tracking phone numbers (the “Numbers”), as well as other services relating to such Numbers (collectively, the "Call Tracking Number Services"). You acknowledge and understand that when a person (the "Caller") calls a Number, the Caller will be automatically advised, prior to the connection of the telephone call to you, that each call is subject to recording and monitoring (the "Recorded Call Message"). Call Tracking Number Services may include the ability to record and retrieve telephone communications associated with the Numbers assigned to you pursuant to the Call Tracking Number Services. Only calls to telephone numbers associated with the Call Tracking Number Services will be recorded. The recorded calls may be reviewed by you, and those given access by you; which may include the managers or other co-workers of the individuals participating in the call. You represent, warrant and agree that in connection with your use of the Services, that you have reviewed the legality of recording, monitoring, and storing, and divulging telephone calls, that you are permitted to engage in such activities, and that you shall use the Numbers in full compliance with all applicable laws and regulations. You represent and warrant that you have had the opportunity to review the proposed usage of the Numbers with your legal counsel, and that you have established proper procedures to protect the privacy of, and otherwise comply with all applicable laws with respect to, Callers and the Call Receivers (defined below). In the event the Recorded Call Message requires a revision in order to comply with applicable law, then you shall promptly notify us in writing of that fact, advising us as to the exact language necessary to comply with the applicable laws. You agree and acknowledge that none of us, Our Affiliates, or any of our or their respective third party providers accept any responsibility for (a) the legality of recording, monitoring, storing and/or divulging telephone calls and (b) the legality of the language used in the Recorded Call Message. You agree and acknowledge that applicable laws and regulations may require that you provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls (the "Call Receivers"). You agree, acknowledge, represent and warrant that you will provide and/or obtain all notices, consents, and permissions relating to Call Receivers, as required by applicable laws and regulations. Unless registered in your name, you acknowledge that you have no rights in any telephone number or domain name assigned to you by us or Our Affiliates, and that we or Our Affiliates may re-assign such numbers or domain names when no longer used by you.
2.12 You understand that part of the Services may include, among other things, the creation and posting of your Advertisements on the World Wide Web and otherwise by us or Our Affiliates on your behalf relating to your automotive dealership (the ‘Advertising Services”). You are solely responsible for all: (a) campaigns and budget allocation and management (creative or targets), whether generated by or for you; (b) the content of your Advertisements, whether generated by or for you; and (c) web site content, services and landing pages that create links, or direct viewers, to your Advertisements, or your advertised services and products. You understand and agree that your Advertisements may be placed on any website or property provided by a Publisher upon which we or Our Affiliates may select or you may request. In connection with the Advertising Services, you authorize us and/or Our Affiliates to enter, on your behalf, into insertion orders and similar agreements with Publishers for the placement of your Advertisements. You authorize and consent to all such placements and agree to be bound by the terms of such agreements; provided, you will not be liable for fees in excess of the fees for the Services. Your Advertisements may be implemented on Publishers’ sites at our or Our Affiliates sole discretion, and we or Our Affiliates may change the position, reject or remove any Advertisement for any or no reason during the course of a campaign. You may not use or republish any Advertisements or other marketing materials provided to you by us, any of Our Affiliates, and/or VWGoA without our prior written consent.
2.13 You hereby appoint Shift Digital and Our Affiliates to act as your agent in purchasing Advertising and to contract with Publishers in order to deliver the Advertising Services, including the right to manage your accounts with Publishers and to make all decisions (including bid price, listing terms, and monthly spend) and take all actions (including adding and deleting listings, creating new listings, editing listings and changing bid amounts) relating to your accounts.
2.14 You authorize us or Our Affiliates to track activity on your website(s) in connection with the Services provided to you, which may include monitoring and measuring the efficacy of the Services using web beacons, HTML tags, cookies or other methods or technologies (the “Tracking Tags”). Upon notice from us or Our Affiliates, or termination of the Services, you agree to immediately cease all use of and facilitate the removal of all such Tracking Tags from your websites by us or Our Affiliates and to be responsible for any fees or costs incurred by us or Our Affiliates with respect to tracking tags that we or Our Affiliates are unable to remove.
2.15 If you subscribe to one or more Blue Book® online trade-in tools, you understand and agree that your use of such online trade-in tools shall be subject to, and you agree to the additional terms and conditions set forth at, xxxx://x0x.xxx.xxx/atcleaddriver which are incorporated herein by reference and made a part of the Agreement.
2.16 If you subscribe to one or more Hearst Autos online trade-in tools or credit score tools, you understand and agree that your use of such online tools shall be subject to, and you agree to the additional terms and conditions set forth at, xxxx://xxx.xxxxxxxxxxx.xxx/dealer-terms-of-service which are incorporated herein by reference and made a part of the Agreement.
2.17 Dealer will not use these Services in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted SMS or text messages. Dealer will not improperly engage in activity which the United States Federal Communications Commission or other government authority has prohibited. Dealer is personally responsible for all SMS messages originated and sent via the chat Services provided to Dealer. Actions taken using Dealer’s credentials shall be deemed to be actions taken by the Dealer. DEALER SHALL, AS REQUIRED BY APPLICABLE LAW OR REGULATION, PROVIDE NOTICE TO DEALER'S CUSTOMERS AND OBTAIN CONSENT, IF REQUIRED FOR USE OF THE SERVICES, IN DEALER'S PRIVACY POLICY AND/OR AS OTHERWISE REQUIRED BY LAW OR REGULATION.
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Use of the Services by you. 5.1 In order 2.1 You, and each of your employees, contractors or agents who you authorize (each a "User") may access and use the Services for your internal business purposes only and only in accordance with the terms and conditions of this Agreement. The terms and conditions of this Agreement applicable to access certain Servicesyou shall be applicable to each User, you may and You agree to be required to provide information about yourself (such as identification or contact details) as part of the registration process responsible for the Service, or as part of your continued use of the Services. Services by each User in accordance with this Agreement.
2.2 You agree that any registration information you give to the Service Provider will always be accurate, correct and up to date. In connection with your using the Services, you acknowledge and agree that you will provide your proprietary data to the Service Provider and/or its Subsidiaries and Affiliates (“Supplier Data”).
5.2 You agree to use not reproduce, duplicate, copy, sell, trade or resell the Services only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions, including without limitation any laws regarding handling of personal and health care information, and the export of data or software to and from the United States and the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereto and the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HIPAA”).
5.3 purpose. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Service Provider, unless you have been specifically allowed to do so in a separate agreement with the Service Providerus. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 2.3 In order to access the Services, you may be required to provide information about yourself and your business (such as identification, billing or contact details). You agree that should any information you view information that does not relate give to your companyus will always be accurate, you will immediately inform the Service Provider of such information at xxxxxxxxxxxxxxx@xxxxxxx.xxxcorrect and up to date.
5.6 2.4 You understand and agree that you are solely responsible for maintaining the confidentiality of your passwords used to access the Services. You agree to instruct all Users to protect, keep secure and confidential and not disclose their Passwords to anyone and to use the Services in accordance with this Agreement and all applicable laws and regulations. You agree to immediately notify us of any known or suspected unauthorized use or disclosure of a password or unauthorized access to the Services or any information contained therein. In addition, you agree to comply with all security measures that we may from time to time request or require.
2.5 The Services may contain hyperlinks to other Web sites that are not operated by us. We do not control these websites and are not responsible for the contents of those sites. The existence of such links does not mean we endorse such sites or are associated with the owners or operators of sites. Such hyperlinks are provided for your reference only.
2.6 You understand that your use of the Services requires you have and maintain appropriate hardware and software, including a compatible Internet browser (collectively, the “Operating Environment”). You are responsible for (i) all fees imposed by a telephone or Internet service provider in connection with your access and use of the Services and (ii) the cost of procuring and maintaining the Operating Environment, including use of appropriate antivirus software. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using networks such as the Internet, and you expressly assume such risks.
2.7 You acknowledge that as part of the Services you may receive use of and access to certain toll-free and local tracking phone numbers, as well as other services relating to such numbers (collectively, the "Number(s)"). You acknowledge and understand that when a person (the "Caller") calls a Number, the Caller will be automatically advised that each call is subject to recording and monitoring prior to the connection of the telephone call to you through the Number (the "Recorded Call Message"). You represent, warrant and agree that in connection with your use of the Services, that you have reviewed the legality of recording, monitoring, and storing, and divulging telephone calls, that you are permitted to engage in such activities, and that you shall use the Service Provider has no Number in full compliance with all applicable laws and regulations. You represent and warrant that you have had the opportunity to review the proposed usage of the Numbers with your legal counsel, and that you have established proper procedures to protect the privacy of, and otherwise comply with all applicable laws with respect to, Callers and the Call Receivers (defined below). In the event the Recorded Call Massage requires a revision in order to comply with applicable law, then you shall promptly notify us in writing of that fact, advising us as to the exact language necessary to comply with the applicable laws. You agree and acknowledge that none of us, Our Affiliates, or any of our or their respective third party providers accept any responsibility for (1) the legality of recording, monitoring, storing and/or divulging telephone calls and (2) the legality of the language used in the Recorded Call Message. You agree and acknowledge that applicable laws and regulations may require that you provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls recorded by the Numbers (the "Call Receivers"). You agree, acknowledge, represent and warrant that you will provide and/or obtain all notices, consents, and permission relating to Call Receivers, as required by applicable laws and regulations. You agree to indemnify, defend and hold harmless us, Our Affiliates, and our and their respective third party providers, and each of their affiliates, officers, shareholders, directors, employees and agents (collectively, the "Indemnified Parties"), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys' and accountants' fees and disbursements) and costs ("Claims"), incurred by, borne by or asserted against any of the Indemnified Parties to the extent such Claims relate to, arise out of or result from: (i) intentional or willful misconduct or negligence by you or of any of your employees, agents or subcontractors; (ii) breach of any of your representations, warranties or covenants contained herein; or (iii) your use of the Numbers.
2.8 You agree to any third party for) any breach comply with all applicable laws, rules, regulations, governmental requirements and industry standards with respect to your use of the Services and the performance by you of your obligations hereunder, including, but not limited to, any applicable provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999 and regulations promulgated under this Agreement that Act, the CAN-SPAM Act of 2003, Do-Not-Call Improvement Act of 2007, and for any Immediate Disconnect, Permission to Continue, or No Rebuttal laws or regulations, as well as any laws regarding the consequences (including any loss export of data or damage which software to and from the Service Provider may suffer) United States or other relevant countries, and laws and regulations governing the privacy and security of any such breachconsumer information that apply to you.
Appears in 1 contract
Samples: Universal Terms and Conditions of Use and End User License Agreement
Use of the Services by you. 5.1 2.1 In order to access certain Services, you may be required to provide information about yourself and your business (such as identification identification, billing or contact details) as part of the registration process for the Service, or as part of your continued use of the Services). You agree that any registration information you give to the Service Provider us will always be accurate, correct and up to date. In connection with your using the Services, you acknowledge and agree that you will provide your proprietary data to the Service Provider and/or its Subsidiaries and Affiliates (“Supplier Data”).
5.2 2.2 You agree to use the Services only for purposes that are permitted by (a) this Agreement these Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions, jurisdictions (including without limitation any laws regarding handling of personal and health care information, and the export of data or software to and from the United States and the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereto and the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (collectively, “HIPAA”or other relevant countries).
5.3 2.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Service Provider, unless you have been specifically allowed to do so in a separate agreement with the Service Providerus. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply are at all times in full compliance with the instructions set out in any robots.txt file present on the Servicesthese Terms.
5.4 2.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 2.5 You agree that should you view information that does not relate to your company, you will immediately inform not reproduce, duplicate, copy, sell, trade or resell the Service Provider of such information at xxxxxxxxxxxxxxx@xxxxxxx.xxxServices for any purpose.
5.6 2.6 You agree that you are solely responsible for (and that the Service Provider has we have no responsibility to you or to any third party for) any breach of your obligations under this Agreement these Terms and for the consequences (including any loss or damage which the Service Provider may suffer) of any such breach. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account and you will notify us at xxxx@xxxxxxxxxxxxxxxxxxxx.xxx if these Terms are breached or there are threatened claims against you related to the Services provided under this Agreement.
2.7 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
2.8 You agree and understand that you are responsible to maintain, as required under law, policy or contract, the confidentiality of information that you use, is provided to you or that you obtain as a result of your use of the Services.
2.9 You agree to the use of your data in accordance with our privacy policies. With respect to our data protection practices, you agree to read and comply with the terms of our privacy policy, a link to which is provided below.
2.10 You shall at all times comply with all applicable laws, legislation, rules, regulations, governmental requirements and industry standards with respect to your use of the Services and the performance by you of your obligations hereunder, including, but not limited to, any applicable provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Financial Services Modernization Act of 1999 and regulations promulgated under that Act (collectively "GLB") or other federal, state, and local laws, rules, regulations, and ordinances governing the privacy and security of customer information that apply to you. You agree to protect and maintain the privacy of such information accordingly.
2.11 You acknowledge that the Services we will be providing to you, among other things, allow you to designate administrators for the Services thereby granting certain rights and authorizations relating to, among other things, selection of, and preferences for, Services and billing. You agree that you are solely responsible to us, or any of Our Affiliates, as applicable, for any fees, costs or other expenses that may be charged by us, or any of Our Affiliates, as applicable, related to any selections made by you or your designees.
2.12 You acknowledge that as part of the Services you may receive use of and access to Mobile Lot Capture functionality to, among other things, (a) capture inventory items as they come on your lot by scanning vehicles’ VIN barcodes; (b) manage certain aspects of your inventory; and
(c) monitor your inventory health. You acknowledge and agree that we have no way of knowing whether (and we have no responsibility to ensure in any way that) the inventory is accurate or up to date.
2.13 You acknowledge that as part of the Services you may receive use of and access to the Finance Application functionality. You acknowledge and agree that you are responsible for the data and information you receive from customers using the Finance Application. You shall at all times comply in all material respects with all applicable laws, legislation, rules, regulations, governmental requirements and industry standards with respect to collecting nonpublic personal information received from any customer, but shall, at a minimum, you shall (i) ensure that any customer information you receive is kept private and only shared with those companies who are authorized by the customer or as allowed or required by law; and (ii) maintain physical and electronic safeguards that comply with state and federal law; and (iii) restrict access to any customer information received, including, but not limited to, nonpublic personal information of the customer, to those employees who need to know the information for you to provide product or service to such customer. We make no representations, either express or implied, regarding the suitability of the Finance Application, including, but not limited to, the Privacy Statement included in the Finance Application, for any purpose, or that it will meet any applicable laws, legislation, rules, regulations, or governmental requirements relating to such forms. To the extent permitted by applicable law, we expressly disclaim all liability howsoever to any person in respect of any claims or losses of any nature, arising directly or indirectly from: (i) anything done or the consequences of anything done or omitted to be done wholly or partly in reliance upon the whole or any part of the Finance Application; and (ii) the use of any data or information received by your use of the Finance Application. In addition to any other indemnity obligations in the Agreement, you hereby agree to defend, indemnify, and hold us harmless from any claims, suits, judgments, fines, proceedings, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and other reasonable costs and expenses related thereto) that we may be subject to or that may be incurred by us, directly or indirectly, arising out of or relating to our or your use of the Finance Application or the information you receive through your use of the form.
2.14 You acknowledge that as part of the Services you may receive use of and access to certain toll-free and local tracking phone numbers, as well as other services relating to such numbers (collectively, with the services, the "Number(s)"). You acknowledge and understand that when a person (the "Caller") calls a Number, the Caller will be automatically advised that each call is subject to recording and monitoring prior to the connection of the telephone call to you through the Number (the "Recorded Call Message"). You represent, warrant and agree that in connection with your use of the Services, that you have reviewed the legality of recording, monitoring, and storing, and divulging telephone calls, that you are permitted to engage in such activities, and that you shall use the Number in full compliance with all applicable laws and regulations. You represent and warrant that you have had the opportunity to review the proposed usage of the Numbers with your legal counsel, and that you have established proper procedures to protect the privacy of, and otherwise comply with all applicable laws with respect to, Callers and the Call Receivers (defined below). In the event the Recorded Call Massage requires a revision in order to comply with applicable law, then you shall promptly notify us in writing of that fact, advising us as to the exact language necessary to comply with the applicable laws. You agree and acknowledge that none of us, Our Affiliates, or any of our or their respective third party providers accept any responsibility for (1) the legality of recording, monitoring, storing and/or divulging telephone calls and (2) the legality of the language used in the Recorded Call Message. You agree and acknowledge that applicable laws and regulations may require that you provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls recorded by the Numbers (the "Call Receivers"). You agree, acknowledge, represent and warrant that you will provide and/or obtain all notices, consents, and permission relating to Call Receivers, as required by applicable laws and regulations. You agree to indemnify, defend and hold harmless us, Our Affiliates, and our and their respective third party providers, and each of their affiliates, officers, shareholders, directors, employees and agents (collectively, the "Indemnified Parties"), from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, expenses (including attorneys' and accountants' fees and disbursements) and costs ("Claims"), incurred by, borne by or asserted against any of the Indemnified Parties to the extent such Claims relate to, arise out of or result from: (i) any intentional or willful conduct or negligence of any employees, agents or subcontractors; (ii) breach of any of your representations, warrants or covenants contained herein; or (iii) your use of the Numbers.
Appears in 1 contract
