Schedule A Demo
As used herein, the term “Site” includes Dealertrack mobile applications.
Your use of the Dealertrack.ca web site and the applications, functionality, products, services, information, other materials available on and through the web site, and other technologies used on behalf of Dealertrack to operate and provide the web site (collectively, the “Site“) is subject to the terms and conditions set forth herein, as well as any other notices, policies, disclaimers, or restrictions posted on the Site (collectively, the “Terms of Use“). Dealertrack Canada, Inc. is referred to as “Dealertrack”. PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SITE, YOU AGREE TO ADHERE TO AND BE BOUND BY THESE TERMS OF USE, WHETHER OR NOT YOU HAVE READ THEM. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THIS SITE. DEALERTRACK MAY AT ITS SOLE DISCRETION MODIFY THESE TERMS OF USE AT ANY TIME AND SUCH MODIFICATIONS WILL BE EFFECTIVE IMMEDIATELY UPON BEING POSTED ON THIS SITE. YOUR CONTINUED USE OF THIS SITE WILL INDICATE YOUR ACCEPTANCE OF THESE MODIFIED TERMS OF USE. IF YOU DO NOT AGREE TO ANY MODIFICATION OF THESE TERMS OF USE, YOU MUST IMMEDIATELY STOP USING THIS SITE.
Each time you enter in a login ID and password on the Site or enter the Site through a third party service provider, (1) you represent that you have been authorized to use the Site by either (i) a Dealer Information Owner (“DIO”) employed by a customer of Dealertrack (a “Customer”) that has entered into an Access Agreement with Dealertrack, or predecessor-in-interest (“Dealertrack”); (ii) a financial institution or other financing source that has entered into an agreement with Dealertrack (a “Financing Source”); (iii) Dealertrack; or (iv) a party that has an agreement with Dealertrack, in accordance with the terms of such agreement; (2) you represent that you are an employee or agent of a party described in clause (i), (ii) or (iii) of item (1) above; (3) you represent that you are the user assigned to use the login ID and password that is accessing the Site and (4) you agree to be bound by the Terms of Use. Use of the Site is restricted to Dealertrack and its authorized users. Unauthorized use of the Site including, but not limited to, unauthorized entry into the Site, misuse of passwords, or misuse of any information within the Site is strictly prohibited. The Site is designed to allow users, Customers, Financing Sources, and aftermarket product companies to transmit information electronically to one another, which may include without limitation, credit application information and associated customer and personal information (as such term is defined in applicable Canadian privacy and data protection laws) (“Personal Information”), contract status information, prospect reports, retail and lease rates, residual value information, payoff quotes, financing contracts, consumer and credit reports, credit bureau information and personal information agent, extended service plans, insurance products, other aftermarket products, and other information (all such information input, stored or transmitted by authorized users through the intended use of the Site referred to herein as “User Data”).
The Site, constitute valuable trade secrets of Dealertrack and its suppliers and providers. Without the prior written consent of Dealertrack, you will not, and will not permit any third party to: (1) access or attempt to access the Site except as expressly provided in these Terms of Use; (2) use the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site; (3) use automated scripts to collect information from or otherwise interact with the Site; (4) alter, modify, reproduce, or create derivative works of the Site; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Site or otherwise make the Site available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Site; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site; (8) monitor the availability, performance, or functionality of the Site; (9) interfere with the use, the operation or hosting of the Site; (10) frame or utilize framing techniques to enclose the Site or create a link to the Site accessing any User Data, Material, or Personal Information; (11) use any circumvention tools, meta tags or any other “hidden text” utilizing any Dealertack Mark or URL; or (12) robotically or otherwise automatically harvest, scrape, extract, copy, access or collect any information or data from the Site.
In addition, Dealertrack reserves the right to monitor your use of the Site to ensure compliance with these Terms of Use. Notwithstanding any other Derlertrack termination or suspension rights contained herein, if Dealertrack has reason to believe you are not in compliance with the rights granted under these Terms of Use, Dealertrack reserves the right to take such action as is deemed necessary, including, assessing additional charges if applicable or terminating your access to the Site without providing you with a refund.
You acknowledge and agree that Dealertrack and/or its affiliates and/or its licensors own all worldwide right, title and interest in and to the Site and any applications, services, text, graphics, multimedia content, or other information, data, content or material available on or through the Site and pages within that domain, and all related code provided through the Site, any modifications, updates, upgrades, copies, derivative works, augmentations or customizations of the foregoing (collectively, “Materials”), including all worldwide intellectual property rights to the same, including without limitation, all United States, Canadian and worldwide patents, patent applications, inventions, copyrights, works, trade-marks, trade names, service marks, trade secrets, rights of publicity and other proprietary rights., and all registrations and applications for any of the foregoing. All rights not expressly granted to you herein are expressly reserved to Dealertrack and its affiliates and licensors.
You may submit feedback, suggestions or comments (“Feedback”) to Dealertrack in respect of the Site or Materials. Dealertrack may, in its sole discretion, decide to incorporate some or all of this Feedback into the Site. You hereby assign and agree to assign to Dealertrack any and all right, title and interest that you may acquire in or to the Site or Materials, whether resulting from use of Feedback or incorporation of Feedback into the Site or Materials or otherwise, and you hereby waive and agree to waive any and all moral rights in any such Feedback or the Site or Materials. You will execute such documents as may be deemed reasonably necessary to effect such assignments and waivers. You grant Dealertrack a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of any Feedback or other content, data, information or other materials you submit and/or receive through the Site; provided, that, Dealertrack will do so in accordance with applicable law and/or the applicable agreement between the party that authorized you to use the Site and Dealertrack, if applicable.
“Dealertrack” and the Dealertrack logos as well as other related trademarks and other marks which may appear on the Site (“Marks”), are the service marks and trademarks of Dealertrack and/or its affiliates. All other trademarks, trade names, service marks and logos used on this Site, with or without attribution, are the trademarks, trade names, service marks or logos of their respective owners.
Dealertrack is a distributor and not a publisher of information supplied to the Site by you, other users or third parties. Any User Data, including (but not limited to) credit information, opinions, advice, statements, services, contracts, offers, or other information that is part of the User Data or Materials input, stored or transmitted on or through this Site that is provided or made available by third parties, including Financing Sources, aftermarket product companies, credit bureaus, credit reporting agencies and/or Customers or any other user of the Site, are those of the respective authors or distributors and not of Dealertrack. DEALERTRACK ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO SUCH USER DATA. It is your responsibility to evaluate and confirm the information, opinions, advice or other User Data or Material available through the Site, whether posted or provided by third parties or by Dealertrack.
The Site may contain hyperlinks to other web sites that are not operated by Dealertrack. Dealertrack does not control these web sites and is not responsible for their contents, nor should the existence of such links be construed as an endorsement of the material appearing on such sites or as implying an association between Dealertrack and their operators. Such hyperlinks are provided for your reference only.
You represent, warrant and covenant to Dealertrack that:
You will comply at all times with all applicable federal, provincial and local laws, rules and regulations in your use of the Site and/or your collection, use or disclosure of any data, information or materials you submit to or receive through the Site, including but not limited to all federal and provincial privacy and data protection legislation and credit and consumer reporting legislation, and (for greater certainty) that you will not collect, use or disclose any Personal Information obtained or accessed through the Site or obtained from an individual for use in connection with the Site other than in accordance with the Consent, or otherwise with the consent of the individual to whom such information relates in the manner required by applicable Canadian privacy and data protection laws or as otherwise permitted or required by law;
You will not use the Site for any purpose which is improper, unlawful, abusive, harassing, libelous, defamatory, obscene or threatening, or which violates the Terms of Use;
You will not use the Site or access or use any information stored or accessed through the Site: (1) for a purpose other than that for which access to the Site is provided pursuant to these Terms of Use and the agreement between the person that provided you authorization to use the Site and Dealertrack; (2) to access, collect, use or disclose Personal Information in breach of applicable privacy and data protection, credit or consumer reporting or other laws; or (3) for any other purpose that violates these Terms of Use, the agreement between the person that provided you authorization to use the Site and Dealertrack, or any applicable federal or provincial law, rule or regulation.
You will not use the Site to obtain the pay-off amount on any financial institution’s customer’s lease, loan or balloon account unless you have first received an express authorization from such customer to do so;
You will not, nor will you permit any other person, corporation or entity, without the prior written consent of Dealertrack to (i) modify, alter or delete any of the copyright, trademark or other proprietary notices embedded in or affixed to the copies of any components of the Site; (ii) export any application provided hereunder or any portion of the Site, or access the Site from, outside the United States or Canada; or (iii) use the Site, Dealertrack’s name, URL, trademarks, server, or other materials in connection with, or to transmit, any “spam.” For the purposes of this agreement, “spam” has the meaning generally understood among Internet users;
Any transmission of data from your computer equipment or system will be free from (i) intentionally injurious instructions (e.g. “viruses“) that are designed to modify, damage, delete or disable the Site or any applications thereon; (ii) any hidden passwords that permit unauthorized access to the data or the Site, and (iii) any embedded code that could trigger, shut down or disable the Site;
You have obtained all necessary licenses, releases and consents to grant the rights set forth herein;
You will have all regulatory approvals, authorizations, licenses, permits, and other permissions, consents and authorities whatsoever needed to use the Site and perform your obligations hereunder; and
You will comply with the security measures set forth below under the heading “SECURITY“.
If you are using the Site as an authorized user of a Customer, you further represent, warrant and covenant to Dealertrack that:
Before a credit application process begins and otherwise prior to accessing or using the System to request or transmit credit, financial or personal information about a customer, you will require each customer or prospective customer (in each case, a “customer“) to sign the form of customer consent then-currently designated by Dealertrack and as may be modified by Dealertrack from time to time and made available for access by you through the Site or otherwise (“Consent“), and will take any additional steps, provide any additional notifications and/or obtain any additional consents as may be required of you or the Customer you represent pursuant to applicable Canadian privacy and data protection laws or credit or consumer reporting laws;
Except for the credit applications, contracts and disclosures, vehicle payoff information, credit bureau reports and notices relating thereto that are specifically designated by Dealertrack as intended to be available to consumers, you will not show or display to any unauthorized person (including any customer), in printed form or in any other manner, any information on or related to the Site;
You will advise each credit applicant of the name and address of the financial institution(s) to whom the applicant’s credit application will be submitted prior to actual submission of their credit application through the Site;
As required by applicable law, you will either (i) read verbatim or (ii) provide a printed copy of all credit application disclosures and/or notices set forth on the Site to each applicant and obtain each applicant’s consent to the terms in such disclosures and/or notices prior to submission of their application to any financial institution(s); and
If the Customer has been licensed to use a previous version of the system (“Previous System”), which included a downloaded software application, you have deleted all software and files associated with the Previous System, including but not limited to, all credit reports, customer information and other data collected through or obtained by accessing the Previous System, except as necessary to comply with applicable record retention requirements.
You acknowledge that there are certain security, corruption, transmission error and access availability risks with using open networks such as the Internet and you expressly assume such risks.
THE SITE, MATERIALS, USER DATA AND OTHER INFORMATION OR FUNCTIONALITY CONTAINED WITHIN OR MADE AVAILABLE THROUGH THE SITE IS PROVIDED BY DEALERTRACK ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, LEGAL OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED OR LEGAL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, MERCHANTABLE QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING, USAGE OF TRADE OR PERFORMANCE. ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS ARE HEREBY DISCLAIMED BY DEALERTRACK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DEALERTRACK DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS THAT (I) THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE (II) THE SITE MEETS YOUR REQUIREMENTS OR THOSE OF THE CUSTOMER, FINANCING SOURCE OR OTHER BUSINESS YOU REPRESENT, (III) DEFECTS IN OR ON THE SITE OR MATERIALS WILL BE CORRECTED, (IV) THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THE SITE, MATERIALS, USER DATA OR OTHER INFORMATION OR FUNCTIONALITY PROVIDED THROUGH THE SITE ARE CORRECT, ACCURATE, RELIABLE, COMPLETE OR COMPLY WITH ANY APPLICABLE LEGAL REQUIREMENTS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, MATERIALS AND USER DATA. WITHOUT LIMITING ANY OTHER PROVISION OF THESE, UNDER NO CIRCUMSTANCES WILL DEALERTRACK BE LIABLE IN ANY WAY FOR ANY MATERIALS OR USER DATA, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR USER DATA, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS, INFORMATION OR RESULTS POSTED, EMAILED OR OTHERWISE RECEIVED OR TRANSMITTED VIA THE SITE.
IN NO WAY DOES ANY MATERIAL PROVIDED THROUGH THE SITE (INCLUDING WITHOUT LIMITATION, ANY CONTRACTS, CONSENTS, DISCLAIMERS AND MENUS) CONSTITUTE LEGAL ADVICE. DEALERTRACK IS NOT ENGAGED IN THE PRACTICE OF LAW OR IN PROVIDING LEGAL SERVICES. ACCESS TO, TRANSMISSION OR RECEIPT OF OR RELIANCE UPON CONTRACTS, CONSENTS OR OTHER MATERIALS, DATA, CONTENT OR INFORMATION FROM THE SITE DOES NOT CREATE AND IS NOT INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU OR ANY OTHER PERSON AND DEALERTRACK. AS LEGAL ADVICE MUST BE TAILORED TO THE SPECIFIC CIRCUMSTANCES OF EACH CASE, AND LAWS ARE CONSTANTLY CHANGING, NOTHING PROVIDED HEREIN SHOULD BE USED AS A SUBSTITUTE FOR THE ADVICE OF COMPETENT COUNSEL LICENSED IN THE APPLICABLE JURISDICTION WITH REFERENCE TO THE PARTICULAR CIRCUMSTANCES.
UNDER NO CIRCUMSTANCES WILL DEALERTRACK, ITS AFFILIATES OR ITS SUBSIDIARIES, OR THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SPONSORS, AND OTHER PARTNERS OF EACH (COLLECTIVELY, THE “DEALERTRACK PARTIES”) BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, MORAL, PUNITIVE OR OTHER DAMAGES, LOST PROFITS, LOST OPPORTUNITIES OR OTHER DAMAGES WHATSOEVER, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF USE, THE SITE, MATERIALS, USER DATA OR THE USE OF, INABILITY TO USE OR RELIANCE ON ANY OF THE FOREGOING, WHETHER RESULTING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL OR EXTRA-CONTRACTUAL LIABILITY, GROSS NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, THIRD PARTY CLAIMS OR ANY OTHER THEORY OF LIABILITY, EVEN IF DEALERTRACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE DEALERTRACK PARTIES’ LIABILITY, IF ANY, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF USE, THE SITE, MATERIALS OR USER DATA IS GOVERNED BY THE APPLICABLE AGREEMENT BETWEEN THE PARTY THAT AUTHORIZED YOU TO USE THE SITE AND DEALERTRACK, IF ANY. ANY LIABILITY THAT DEALERTRACK MAY HAVE PURSUANT TO SUCH AGREEMENT WOULD BE TO THE PARTY THAT AUTHORIZED YOU TO USE THE SITE AND NOT YOU PERSONALLY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OR OTHERWISE IN CONNECTION WITH THE SITE, MATERIALS, USER DATA AND OTHER INFORMATION OR FUNCTIONALITY CONTAINED WITHIN OR MADE AVAILABLE THROUGH THE SITE OR THE USE OF, INABILITY TO USE OR RELIANCE ON ANY OF THE FOREGOING IS TO STOP USING THE SITE AND/OR THOSE MATERIALS OR USER DATA.
You agree to indemnify, defend and hold Dealertrack and its subsidiaries, affiliates, and the respective officers, directors, agents, mandataries, partners, sponsors, employees and independent contractors of each harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content, data, materials or information you submit, post to or transmit to or through the Site, your use of the Site or reliance upon any Materials provided through the Site, your connection to the Site, your violation of the Terms of Use, your use or disclosure of any content, data, materials or information received through the Site, your negligence, omissions or misconduct, your violation of any rights of another party, or your participation in or conducting of any transaction (or failure to conduct or complete a transaction) through the Site. This provision will survive the expiration or termination of the Terms of Use and the applicable Access Agreement, lender agreement or other agreement between the party that authorized you to use the Site and Dealertrack, if any.
“Confidential Information” means the confidential and/or proprietary information of Dealertrack, including without limitation all forms and types of financial, business, scientific, technical, economic or engineering information of Dealertrack, and including without limitation, the applications provided through the Site. You agree to protect and keep confidential all Confidential Information acquired from Dealertrack, whether in connection with your use of the Site or otherwise. You will not use the Confidential Information except as expressly provided herein, and you will not disclose the Confidential Information without express written permission from Dealertrack. All Confidential Information will remain the property of Dealertrack and will not in any manner be deemed licensed or transferred to you. You will return or destroy all Confidential Information on Dealertrack’s request, upon the termination of the Terms of Use, upon termination of your rights to use the Site, or upon termination of the Access Agreement, lender agreement or other agreement under which you are authorized to use the Site.
You will comply with all privacy, data protection and consumer or credit reporting laws, rules and regulations which are or which may in the future be applicable to your use of the Site or any applications, data or information provided on or through the Site. Without limiting the generality of the foregoing sentence, you will not collect, use or disclose any information about identifiable individuals (including, without limitation, credit or other customer information) obtained or accessed through the Site or obtained from the individual for use in connection with the Site: (i) other than in accordance with the Consent, if applicable, or otherwise with the consent of the individual to whom such information relates in the manner required by applicable Canadian privacy and data protection laws and consumer or credit reporting laws or as otherwise permitted or required by law, and (ii) in any event in a manner that violates applicable Canadian privacy, data protection, credit or consumer reporting laws.
You will use appropriate safeguards to protect any credit, customer or other Personal Information to which you obtain or have access though the Site against loss, theft, and unauthorized access, disclosure, copying, use, or modification.
You acknowledge and agree that: (a) irreparable injury will result to Dealertrack in the event of a breach by you of the foregoing obligations of confidentiality, privacy and data protection, (b) Dealertrack’s remedy at law for such breach is inadequate and (c) Dealertrack, in addition to any money damages for any such breach, will be entitled to temporary and permanent injunctive relief without the necessity of proving damages, and that Dealertrack will not be required to post bond as a condition of such relief. This provision will survive the expiration or termination of the Terms of Use and the applicable Access Agreement, lender agreement or other agreement between Dealertrack and the party that authorized you to use the Site.
USE OF THE SITE IS RESTRICTED TO DEALERTRACK AND ITS AUTHORIZED USERS. UNAUTHORIZED USE OF THE SITE INCLUDING, BUT NOT LIMITED TO, UNAUTHORIZED ENTRY INTO THE SITE, MISUSE OF PASSWORDS, OR MISUSE OF ANY INFORMATION WITHIN THE SITE IS STRICTLY PROHIBITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS A VIOLATION OF THE TERMS OF USE TO LOG ONTO THE SITE WITH A LOGIN ID AND PASSWORD THAT WAS NOT ASSIGNED TO YOU PERSONALLY. YOU AGREE TO KEEP YOUR LOGIN ID CONFIDENTIAL AND TO IMMEDIATELY NOTIFY DEALERTRACK IF YOU LEARN THAT THE SECURITY OF YOUR LOGIN ID AND/OR PASSWORD HAVE BEEN COMPROMISED AND/OR IF YOU SUSPECT THAT ANYONE OTHER THAN YOURSELF HAS ACCESSED THE SITE WITH YOUR LOGIN ID AND PASSWORD.
You agree not to use any functions on the Site which you are not authorized to use. Without limiting the generality of the foregoing, you agree not to use the Site to obtain credit bureau reports in any manner that would violate applicable federal, provincial or local laws. You agree to access and/or enter information on the Site with respect to the entity by which you are employed only, and not to access any other entity’s information.
Dealertrack may suspend, modify, delete or discontinue the Site or Materials or any part of either, including the applications, functionality, information, materials, products, services or content available through the Site or modify the manner in which any of the foregoing are provided, at any time and without notice or liability to you. Dealertrack may suspend your access to the site at any time and without notice or liability to you and for any reason. Not all Materials are available in all geographic areas. Dealertrack may, from time to time, introduce new applications, functionality or Materials to the Site or modify or delete existing applications, functionality, services or Materials. By using new applications, functionality, services, or Materials you agree to be bound by the rules concerning them.
This Site is controlled and operated by Dealertrack from its offices within the Province of Ontario, Canada. Dealertrack makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of or access to the Site will not be construed as the purposeful availment of the benefits or privilege of doing business in any state or province other than the Province of Ontario Canada by Dealertrack.
The Terms of Use will be governed by, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of laws. You agree that any legal lawsuit or other action brought by you or any third party in connection with these Terms of Use or any matters related to this Site, will be subject only to the jurisdiction of the provincial or federal courts located in Ontario, Canada, and you hereby expressly waive any challenge to the jurisdiction or venue of such courts.
It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
