Terms Of Use - Accu-Trade

Accu-Trade Terms and Conditions and Website Terms of Use

Welcome to Accu-Trade! This Web site (www.Accu-Trade.com) or application, as applicable and as the context requires (individually and collectively, this “Site”) is provided, and owned, by Accu-Trade, LLC and its parent companies and affiliates (collectively “Accu-Trade,” “we” or “us”). Your use of this Site and the products and services made available on the Site (collectively, “Products”) is governed by and subject to these terms and conditions of use (this “Agreement”). Please read this Agreement carefully and thoroughly. By accessing and using this Site, you agree that you have read and understand this Agreement, and that you accept and agree to be bound by the terms and conditions set forth in this Agreement. If you do not agree to the terms and conditions of this Agreement, please do not continue to access and use this Site or the Products.

Changes to Terms and Site

This Agreement and the Site may be updated or changed by Accu-Trade at any time, in its sole discretion, and this Agreement may be amended to incorporate additional terms specific to certain additional Accu-Trade products or services, which you choose to purchase or license. All such updates and changes are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, posting a new version of this Agreement or other notice at this URL (or any successor URL). You should view this Agreement often to stay informed of changes that may affect you, as your continued use of this Site and the Products signifies your continuing consent to be bound by the terms of this Agreement. We expressly reserve the right to make any changes to this Agreement, the Products, or to the Site and its contents, at any time without prior notice to you and you expressly consent to the same.

Access, Registration and Use

In this Agreement, “you” or “your” refers to an individual or Dealer accessing this Site, regardless of any particular Accu-Trade Products purchased or licensed. To the extent applicable, “you” also includes the corporation or other legal entity (your “Company” or “Dealer”), if any, on whose behalf you are accessing this Site. Though registration is not required to access and use certain features and materials that we make available on the Site, you must register with Accu-Trade as a subscriber in order to take advantage of the features and benefits of certain Products. You agree that all information that you provide to Accu-Trade in connection with your access to and use of the Site, including, but not limited to, all information that you may provide in the subscriber registration process, is true, accurate and complete, and that you will maintain and routinely update such information to keep it true, accurate and complete at all times. We reserve the right to terminate this Agreement and to refuse, restrict or discontinue service or access to the Site, or any portion or features of this Site, to you or any other person or entity, for any reason or for no reason whatsoever, at any time, and without notice or liability, including, but not limited to, termination of your use of the Site and your Product License (as described below), in the event that any information provided by you in the basic registration or subscriber registration process is, at such time or at any time thereafter, untrue, inaccurate or incomplete or if you otherwise fail to comply with the terms and conditions of this Agreement or any license, purchase order or other agreement that you have with us. Access to the Site or to portions thereof, including its products or services, may be occasionally interrupted to perform changes or necessary maintenance; or for certain types of “force majeure” events (e.g., “acts of God”, weather calamities, riots, wars, internet connectivity issues, etc.) beyond the reasonable control of Accu-Trade for which Accu-Trade shall have no liability.

Fees

Accu-Trade reserves the right to obtain your credit report to determine creditworthiness and Accu-Trade’s performance is conditioned upon credit approval. Unless payment is made by credit card or ACH, you agree to pay all fees specified in the Order Form within 30 days of date of invoice. If payment is made by credit card or ACH, you expressly authorize Accu-Trade to automatically charge the applicable card or debit the applicable account on a monthly basis during the term of this Agreement (unless otherwise agreed by the parties) and agree that any fee increase made in accordance with this Section may also be charged/debited in the same manner and you will be responsible for any and all third-party fees. If any fees are not paid by you when due, Accu-Trade may charge, and you will pay, interest on unpaid amounts at the rate of 1.5% per month or the highest rate permitted by law, whichever is less. You agree to pay all of Accu-Trade’s costs, including attorneys’ fees, incurred in collecting overdue amounts. You will be solely responsible for payment of any taxes applicable to your payment for and/or use of the Products, other than taxes on Accu-Trade’s income. Accu-Trade reserves the right to increase fees or terminate Product subscriptions with 30 days’ notice to you, provided you will have the right to terminate the Agreement in such case by providing Accu-Trade with written notice prior to the end of such 30-day period. If you request the assistance of Accu-Trade in any manufacturer co-op advertising program, you remain solely responsible for complying with all terms, conditions, and requirements necessary for reimbursement under such program.

Term and Termination

Orders cannot be canceled during the initial term, as specified in the order form (the “Initial Term”). Following completion of the Initial Term, this Agreement automatically renews on a month-to-month basis until either party provides at least 30 days’ written notice of termination to the other party, termination to be effective on the last day of the calendar month in which the 30th day falls. Either party may immediately terminate this Agreement in the event the other party is in material breach of this Agreement and such breach is not cured by the breaching party within 30 days of its receipt of written notice. Accu-Trade reserves the right to modify or discontinue any Product at any time and may suspend performance for your failure to pay any invoice when due or your failure to comply with the Policies. If you terminate any Product for convenience prior to the end of Initial Term, then you will pay Accu-Trade a termination fee equal to the remaining monthly fee for such Product(s) through the end of the Initial Term. To be effective, termination must be provided to the designated email at support@accu-trade.com or customer service line at (832) 374-6043. Accu-Trade and you may agree to revoke any termination and in this event the Agreement will remain in full force and effect.

Content

You grant Accu-Trade a perpetual, irrevocable, royalty-free, transferable, license to access, edit, store, enhance, modify, adapt, translate, copy, reproduce, distribute, transmit, broadcast, publish, perform and display publicly, prepare derivative works of, and otherwise use any and all content provided by you, and to sublicense such rights through multiple tiers. Accu-Trade reserves the right to modify the its website and Products, and to edit or reject any content or portion thereof from use on the Sites or Products in its sole discretion and without notice.

Accu-Trade Privacy Policy

Information that you provide or that we collect about you and your Company through your access to and use of this Site or any of its products and services is subject to our Privacy Policy, the terms of which are hereby incorporated into this Agreement by reference. We encourage you to read and become familiar with our privacy practices. To review our Privacy Policy, please go to https://www.accu-trade.com/privacy-policy.

Security

Accu-Trade takes commercially reasonable measures to secure and protect information transmitted to and from the Site; however, we cannot and do not guarantee that any such communications or any electronic commerce conducted on or through the Site is or will be totally secure. You are responsible for maintaining the confidentiality of your personally identifying information and of any login user name or ID (your “User ID”) and any password that may be selected by, or assigned to you, by Accu-Trade, and you are fully responsible for all access and any activity that occurs through use of your User ID or password. You agree to immediately notify Accu-Trade of any unauthorized use of your User ID or password or any other breach of Site security of which you become aware. Accu-Trade cannot and will not be liable for any loss or damage arising from any unauthorized access or use of your personally identifying information, your User ID or password.

Proprietary Content

Accu-Trade respects the intellectual property rights of others and expects you to do the same. Accu-Trade has expended substantial time, effort and funds to create the Site and to create, collect and provide the Products that are available through the Site. You understand and agree that Accu-Trade owns (or where required, appropriate or applicable, has been licensed by third parties to use) all right, title and interest in and to the Site and the products and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other content contained therein, and the collection, design, selection and arrangement thereof (collectively, the “Content”). You acknowledge that the Content contains valuable proprietary information that is protected by applicable intellectual property and other proprietary rights and laws of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. Such intellectual property and proprietary rights include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection, trade secrets, know-how, and related goodwill, and all such rights are and shall remain the property of Accu-Trade and, if applicable, its licensors. Accu-Trade® is a registered trademark of Accu-Trade, LLC. All contents of this website are: Copyright 2022 Accu-Trade, LLC.

Use of Content

Subject to the limited license granted below with respect to the certain Products, Accu-Trade grants you a limited license to access and make use of this Site and the Content for legitimate purposes. By accessing this Web site, you agree that you will not use any automated mechanism, such as web robots, crawlers or spiders to access, query or otherwise collect information or scrape data from the Site, and will not use any device or routine that would interfere with the proper working of the Site. Unless otherwise permitted by Accu-Trade, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any Content in any other manner or for any other purpose constitutes an infringement of Accu-Trade’s intellectual property and other proprietary rights. You may not reproduce, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any Content from this Site, or any other Web site owned or operated by Accu-Trade, without the prior written permission of Accu-Trade. Use of the Content or any portion thereof on any other Web site is expressly prohibited without prior written permission from Accu-Trade. You shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the Content.

Product/Feature-Specific Terms

Accu-Trade Appraiser

Product Description. Accu-Trade owns or (where required, appropriate or applicable) has been licensed by third parties to use, all right, title and interest in and to the Galves Accu-Trade Appraiser Product software (collectively, with the associated documentation and other materials, “Appraiser”). Appraiser is a vehicle valuation and pricing tool for use by validly licensed automobile dealers (“Dealers”). The vehicle valuation which Appraiser produces is conditioned upon the vehicle having a valid VIN, and the accuracy of the state of the vehicle’s condition and type of prior usage, personal or commercial, which the Dealer represents. Exceptional circumstances and causes may have an adverse effect upon the vehicle valuation process. Accu-Trade shall not be obligated to produce valuations for “Restricted Vehicles” which are: commercial vehicles; vehicles with a government, police, fire, theft or livery history; vehicles subject to recall or government investigation; recreational vehicles; reconstructed or salvage vehicles; vehicles without a valid VIN; “grey market” vehicles; vehicles having in excess of 120,000 miles; vehicles older than seventeen (17) model years; vehicles with altered odometers, drivelines or bodies or illegal or non-functioning emissions equipment; flood, hail or fire damaged vehicles; vehicles with substantial mechanical or electrical damage; vehicles registered at an auto auction or offered for sale on a wholesale website within forty five (45) days prior to the attempted generation of a valuation for such vehicle; vehicles with undisclosed liens or questionable ownership; and certain other categories of vehicles which Accu-Trade may designate, from time to time, in its sole discretion. Without limiting the generality of the “Disclaimer” section below, you acknowledge and agree that neither Accu-Trade nor its business partners make any representation or warranty that any price generated by the Appraiser for a particular vehicle will be accurate, current, complete or otherwise comparable with prices offered in the marketplace for the same or similar vehicle.
License. Upon Dealer’s purchase of a subscription to Appraiser and Dealer’s continuous compliance with its terms and conditions including the license fee payment terms, and the terms and conditions of this Agreement, Accu-Trade grants to Dealer a revocable, limited, non-exclusive, non-transferrable license to use the Appraiser Product for legitimate and lawful purposes directly related to Dealer’s business. As and between you and Accu-Trade, Appraiser constitutes Accu-Trade’s valuable proprietary intellectual property that is protected by applicable intellectual property and other proprietary rights recognized by the laws and international treaties of the United States and other countries. As a subscriber to Appraiser, you represent and warrant that you are a licensed automobile Dealer pursuant to applicable laws or are representing such party and have authority to do so. You agree not to modify, decompile, disassemble, reverse engineer, decode or access the code, or create derivative works from the Appraiser vehicle valuation software product. You further agree to grant Accu-Trade a royalty-free, perpetual, worldwide, irrevocable, non-exclusive right and license to use the information and data which is used in, and results from, your use of the Appraiser Product, including but not limited to your vehicle buying and selling preferences, tendencies and demographics.
Other Vehicle Valuation Price Data. As part of your subscription for Appraiser, Accu-Trade will make available to you data from other third party vehicle price guidebooks, such as NADA, Black Book, MMR and other market reports, for a subscription fee. Accu-Trade does not sponsor or endorsed any of this other information which is provided to you solely for your convenience.

Modified Connected Package

Certain OEM website programs (“OEM Program”) have restrictions which prohibit the fulfillment and billing of website applications outside the OEM Program. In these circumstances, Accu-Trade will contract with the dealer at a discounted and modified Connected Package including Vehicle Appraisal, Access to Cars.com Consumer Demand, and OBD but excluding the Website Widget; client must enroll in the Accu-Trade core product containing the Website Widget through its OEM Program portal to obtain access to the Website Widget. The client will receive monthly invoices from Accu-Trade for the discounted and modified Connected Package separately from related fees invoiced through the client’s OEM Program under core product containing the Website Widget (or similar reference).
If client does not enroll for the core product containing the Website Widget in its OEM Program enrollment portal within 30 days of enrollment for the modified Connected Package, or at any time otherwise proactively opts out of the Website Widget, client will be deemed to have opted out of the website widget and Accu-Trade reserves the right to increase the price of the Connected Package without further notice.

Custom Cash Offer/Instant Offer

For those consumers using or participate in the “Instant Offer” Service, Accu-Trade offers an “Instant Offer” service (the “IO Service”) whereby you may request (i) conditional offers to purchase your used motor vehicle (excluding certain types of vehicles) from certain participating dealers in the Accu-Trade network (each offer, a “Instant Offer”) and/or (ii) an estimated trade-in value range for your used motor vehicle (excluding certain types of vehicles) (each estimate, a “Instant Estimate”). Each Instant Estimate is for informational purposes only and does not constitute, and should not be construed as, an Instant Offer or otherwise as an offer by Accu-Trade, a dealer or any third party to purchase your used motor vehicle. All Instant Offers are subject to inspection and verification of the vehicle by, or on behalf of, the purchasing dealer, as well as the terms of, and your full compliance with, the terms of this Agreement and any other applicable terms. A participating dealer that may make an Instant Offer is referred to in this section as a “Participating Dealer.” Participating Dealers pay a monthly subscription to participate in and receive leads through the IO Service. Offers provided through the IO Service are calculated and generated by a proprietary appraisal tool intended to generate a price reflecting a liquid Instant Offer to be honored by a Participating Dealer irrespective of whether you are purchasing another vehicle from that Participating Dealer. The IO Service is intended to guarantee to Participating Dealers that your vehicle will be worth at least the amount of the Instant Offer. Participating Dealers are not owned or operated by, nor are they acting on behalf of, Accu-Trade, and, except as described herein, are not otherwise affiliated with Accu-Trade. When you request an Instant Offer through the IO Service, you must have possession of the actual vehicle listed, with the ability to transfer valid title as set forth herein. You are required to provide certain identifying and contact information, which must accurately identify yourself so Participating Dealers can communicate directly with you. By using the IO Service, you represent, warrant, and covenant that you are not: (i) a motor vehicle dealer or (ii) listing a vehicle for sale in your capacity as an owner, employee, or representative of a motor vehicle dealer. For clarity, if you are a motor vehicle dealer, you may not use the Instant Offer Service to obtain an Instant Offer on behalf of a customer.
The IO Service enables Participating Dealers to obtain information about vehicles for which Instant Offers have been requested and, if applicable, to contact a seller to make an Instant Offer. We are not a party to, or otherwise guarantee the terms of, any Instant Offer or any transaction resulting therefrom. You alone are responsible for any transaction you engage in resulting from an Instant Offer from a Participating Dealer. Although Participating Dealers have agreed to abide by certain customer service standards, we are not responsible for any potential fraud or other misconduct by a Participating Dealer in connection with the IO Service. As a seller, you should exercise caution and good judgment when completing any transaction, including those involving the IO Service.
The IO Service is not available in all areas and not all vehicles are eligible. The IO Service may not be used to sell or to trade-in certain categories of vehicles, including commercial vehicles; vehicles with a government, police, fire or livery history; motorcycles; recreational vehicles; reconstructed or salvage vehicles; vehicles without a valid VIN; “grey market” vehicles; vehicles older than seventeen (17) model years; vehicles with altered drivelines or bodies or illegal or non-functioning emissions equipment; flood, hail or fire damaged vehicles; vehicles with substantial mechanical or electrical damage; vehicles registered at an auto auction or offered for sale on a wholesale website within forty five (45) days prior to submitting your request for an Instant Offer; vehicles that are valued at less than $1,000; and any other category of vehicle that we, in our sole discretion, believe may adversely impact the operation of the IO Service (each, a “Restricted Vehicle”). Vehicles with an Instant Offer value greater than $75,000 may not be accepted by every Participating Dealer and may require an additional inspection. If you solicit Instant Offers for any Restricted Vehicle using the IO Service, you may not receive an Instant Offer for such vehicle and, in the event that you do receive an Instant Offer for such vehicle, you acknowledge and agree that such Instant Offer may be invalidated and that no Participating Dealer is required to purchase such vehicle from you.
You acknowledge that if you provide any false, incomplete, or inaccurate information, including vehicle information or personal contact information, your Instant Offer may be invalidated by the Participating Dealer. By requesting an Instant Offer, you agree that Accu-Trade, its service providers, Participating Dealers, and/or affinity partners may use the personal contact information you provided, including your telephone number and email address, to communicate with you about the IO Service or other products and services that may be of interest to you. By requesting an Instant Offer through the IO Service, you agree to use the email address or any other contact information of the Participating Dealer(s) making an Instant Offer only for purposes of communicating with them about the potential sale of that vehicle.
Although a Participating Dealer is not obligated to purchase your vehicle for any price other than the amount of your Instant Offer (subject to your satisfaction of the requirements herein), you can try to negotiate a more favorable price or a trade-in value for your vehicle and, of course, you are always free to sell or trade in your vehicle outside of the IO Service. The sale price that you could receive for your vehicle in the open market or from another source may be higher than the amount of your Instant Offer received through the IO Service.
To use the IO Service to receive an Instant Offer from a Participating Dealer: (1) your vehicle must be located in a market in which the IO Service is offered and registered in the same state as the location of the applicable Participating Dealer; (2) you must be the registered owner of the vehicle; (3) you must possess a valid driver’s license or other form of valid government-issued photo ID; (4) you must provide accurate, complete, and truthful personal contact information and responses to all questions included in the online questionnaire, including those relating to the description and condition of your vehicle; and (5) you must deliver your vehicle, with a valid registration and either clear and unencumbered title in your name or complete documentation regarding any lease obligations or liens on your vehicle (including, for example, contact information for your lender or leasing company, relevant account information and the current loan payoff amount or lease early termination fee for your vehicle), within 72 hours of the issuance of your Instant Offer, to the Participating Dealer for inspection by, or behalf of, the Participating Dealer.
You are responsible for the information contained in the vehicle questionnaire, the content of all communications you transmit through the IO Service, and any other information you provide. We may perform random or selective quality assurance tests to confirm that individuals who request an Instant Offer through the IO Service are not automobile dealers and are prepared to sell such vehicles through the IO Service. By using the IO Service, you agree to cooperate in these quality assurance tests. If the tests reveal, or we otherwise learn, that a seller is violating these Terms of Service or engaging in other unfair or deceptive practices, Accu-Trade may, in its sole discretion, deny that seller use of the IO Service.
Following your delivery of the applicable vehicle to the designated location, your Participating Dealer will conduct a mandatory vehicle inspection free of charge to confirm the vehicle description and condition information that you provided as part of your request for an Instant Offer. This confirmation inspection may include a road test, a mechanical inspection, a review of vehicle history reports and disclosure statements regarding flood, salvage, and/or odometer discrepancies (including rollbacks), and any other reasonable tests and/or inspections that the Participating Dealer deems necessary or advisable. In the event that the inspection reveals misrepresentations and/or inconsistencies in the vehicle condition identified by you, the Participating Dealer may (1) refuse to purchase the vehicle or (2) provide a revised Instant Offer to you based on the actual condition of the vehicle as determined through the inspection (for clarity, such revised Instant Offer shall invalidate and replace any prior Instant Offers created prior to the Participating Dealer’s inspection). You acknowledge and agree that we have no involvement in, or liability in connection with, the Participating Dealer’s inspection of your vehicle.
Upon the satisfactory inspection of your vehicle by the Participating Dealer, and subject to any payments necessary to clear title as set forth below, the Participating Dealer will either: (1) issue you a check or (2) issue you a credit against the sale price of a vehicle available in its inventory, either of which will be in the amount of the valid Instant Offer as reduced by such payments as may be required to secure the release of all applicable liens and lease obligations and the receipt of a clear and unencumbered vehicle title. All checks will be made payable to the vehicle owner(s) named on the vehicle title.
If you have negative equity in your vehicle (i.e., your outstanding loan balance or lease payment obligation exceeds the amount of your Instant Offer), you will be responsible for paying the difference between the Instant Offer price and the amount needed to clear the title to your vehicle by certified check or other form of payment acceptable to the Participating Dealer before your transaction can be completed. If you have positive equity in your vehicle, the Participating Dealer will issue you a check or a credit, as applicable, for the difference between the amount needed to clear the title to your vehicle and the Instant Offer price. The Participating Dealer will assist you with processing of the paperwork and payments necessary to settle your loan or lease obligations and to obtain a clear title to your vehicle. The process of Participating Dealer issuing you a check in connection with your positive equity in your vehicle typically takes 10 to 14 days following delivery of a vehicle to a Participating Dealer but could take longer in some circumstances.
Payment to you in consideration of your instant offer may be made by check, wire, credit card, or other form of payment, regardless of any reference to “cash offer” or “cash payment” (or similar).
THE ACCU-TRADE ENTITIES DO NOT MAKE ANY REPRESENTATION OR WARRANTY THAT YOU WILL BE ABLE TO SELL YOUR VEHICLE, OBTAIN AN ACCEPTABLE PRICE FOR YOUR VEHICLE, RECEIVE ANY INQUIRIES OR SOLICITATIONS FROM POTENTIAL PARTICIPATING DEALERS, OR RECEIVE ANY INSTANT ESTIMATE RELATING TO, OR INSTANT OFFER FOR, YOUR VEHICLE FOR SALE. IN THE EVENT THAT ANY CLAIMS OR DISPUTES ARISE OUT OF AN ACTUAL OR POTENTIAL TRANSACTION INVOLVING THE IO SERVICE, YOU AGREE TO LOOK SOLELY TO THE PARTICIPATING DEALER FOR YOUR REMEDY.

Copyright Agent

Accu-Trade has registered a designated agent with the United States Copyright Office pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)). If you believe that your copyrighted material is being used on this Site without required permission, please notify Accu-Trade’s designated agent at: 1373 Lancaster Road, Manheim, Pa 17545, Attn: James R Sibel, Copyright Agent.

Submissions

By submitting information and material to the Site or to Accu-Trade, whether by e-mail, telephone or other mode of communication, or through access to and use of the Site or the Content, including but not limited to access to and use of Appraiser, you thereby expressly grant Accu-Trade a royalty-free, perpetual, transferable, irrevocable, non-exclusive right and license to use, access, edit, store, enhance, make and have made, reproduce, modify, adapt, copy, reproduce, distribute, broadcast, publish, perform, display publicly, translate, prepare derivative works of, and otherwise use and distribute, such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed, and to sublicense such rights through multiple tiers, subject to our Privacy Policy, as set forth on this Site. Accu-Trade reserves the right to modify the Site and Products, and to edit or reject any user-submitted information and material or portion thereof from use on the Site or Products in its sole discretion and without notice.

Compliance with Law

You access and use the Site and the materials, products and services available on or through the Site or Accu-Trade at your own initiative and risk. In connection with your access to and use of the Site, you are responsible for compliance with all applicable U.S. federal, state and local laws, regulations and policies of all relevant jurisdictions. You agree to comply with all applicable local rules regarding online acceptable conduct and acceptable content.

Linked Sites

For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of Accu-Trade. Accu-Trade does not sponsor or endorse such Web sites and is not responsible for the accuracy, content or any aspect thereof. Accu-Trade disclaims all liability for such Web sites, and for any use of the links to such Web sites or use of such Web sites themselves. Accu-Trade also disclaims all liability and makes no representations or warranties for any products or services made available, sold or provided to you by any third party. Your use of other Web sites, and the offer or purchase of products or services on or through such other Web sites, is subject to the terms and conditions thereof. You agree that you will bring no suit or claim against Accu-Trade arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites. Links do not imply that Accu-Trade is affiliated or associated with, or is legally authorized to use any trademark, tradename, logo or copyright symbol displayed in connection with or accessible through such links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Accu-Trade or any of its affiliates.

Disclaimer

Although Accu-Trade strives to make this Site and the materials, products and services provided through this Site helpful, reliable and current, you understand that your access to and use of the Site and all materials, products and services available through it and Accu-Trade are at your own initiative and risk, and you assume total responsibility for such use. It is your responsibility to take precautions to ensure that any information, materials, software or data that you access, use, download or otherwise obtain on or through the Site and Accu-Trade are: (i) up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose for which you, or your Company, may desire to use them; and (ii) free of viruses and other destructive routines. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ALL MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE AND THROUGH ACCU-TRADE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED. ACCU-TRADE DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ACCU-TRADE DOES NOT REPRESENT, WARRANT OR COVENANT THAT THIS SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE AND THROUGH ACCU-TRADE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR COMPANY, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ACCU-TRADE MAKES NO WARRANTY OR GUARANTY OF THE MATERIALS, PRODUCTS OR SERVICES OF ANY LINKED SITE.

Limitation of Liability; Waiver

NEITHER ACCU-TRADE, ITS AFFILIATES, PARENTS OR SUBSIDIARIES, BUSINESS PARTNERS AND ASSOCIATES, CONTRACTORS, SUPPLIERS, CO-BRANDERS AND OTHER SIMILAR ENTITIES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF ANY OF THE FOREGOING (ALL SUCH INDIVIDUALS AND ENTITIES, INCLUDING ACCU-TRADE, AS LISTED HERETOFORE IN THIS SENTENCE, COLLECTIVELY, THE “ACCU-TRADE ASSOCIATES”), SHALL BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE, NEGLIGENT USE OR NON-USE, OR YOUR RELIANCE ON OR FAILURE TO RELY ON THE SITE, THE CONTENT, AND THE MATERIALS, PRODUCTS AND SERVICES ACCESSIBLE, ACCESSED OR USED ON OR THROUGH THE SITE OR ACCU-TRADE; (B) ANY DECISIONS MADE OR NOT MADE, OR ACTIONS TAKEN OR NOT TAKEN BY YOU, YOUR COMPANY, OR ANY THIRD PARTY WITH REGARD TO, IN RELIANCE ON, OR AS A RESULT OF, ACCESS AND USE OF THE SITE, THE CONTENT, AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR ACCU-TRADE; (C) ACCU-TRADE’S PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (D) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES THROUGH ACCU-TRADE OR ITS WEBSITE, OR BY THIRD-PARTY WEBSITE LINKS TO AND FROM THIS WEBISTE. UNDER NO CIRCUMSTANCES SHALL THE ACCU-TRADE ASSOCIATES BE LIABLE TO YOU, YOUR COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERUPTION AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE, NEGLIGENT USE OR NON-USE OF MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR ACCU-TRADE, THE USE, COPYING OR DISPLAY OF THIS SITE OR THE CONTENT, TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, EVEN IF THE APPLICABLE ACCU-TRADE ASSOCIATE WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN RECOGNITION OF THIS LIMITATION OF LIABILITY, YOU HEREBY WAIVE ANY AND ALL CLAIMS ASSOCIATED WITH YOUR USE OF THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE, ACCU-TRADE OR ANY THIRD-PARTY WEBSITE LINKED TO OR FROM THIS SITE. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF THE ACCU-TRADE ASSOCIATES SHALL BE LIMITED IN ACCORDANCE WITH THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF ANY OF THE ACCU-TRADE ASSOCIATES ARE FOUND LIABLE TO YOU OR ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE ACCU-TRADE ASSOCIATES’ COLLECTIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED THE HIGHER OF US $100.00 OR THE TOTAL LICENSE FEES PAYABLE BY DEALER FOR THE USE OF THE APPRAISER PRODUCT IN SUCH CALENDAR YEAR, AND YOU SHOULD DISCONTINUE USE OF THE ACCU-TRADE WEBSITE AND THE PRODUCTS AND SERVICES PROVIDED THROUGH THIS WEBSITE.

Dealer Indemnification

You agree to indemnify, defend and hold all of the Accu-Trade Associates harmless from and against all claims, demands, suits or other proceedings (“Claims”), and all resulting loss, damage, liability, cost and expense (including reasonable attorneys’ fees), made or initiated by any third party due to or arising out of content, data or information you submit, post to or transmit through the Site, your access to and use, negligent use or non-use of the Content, the Products, the Site and other materials, products and services available on or through the Site or Accu-Trade, your violation of this Agreement or your violation of any rights of another. You agree to notify us within seven (7) days of the filing of any Claim, and we reserve, and you grant to us, the right to participate in or assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification set forth herein shall survive termination of this Agreement.

Miscellaneous

You and Accu-Trade are independent parties, and this Agreement is not to be construed to create a partnership, joint venture, agency or employment relationship. This Agreement and the Accu-Trade Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms, in Accu-Trade’s sole discretion), together with any applicable licenses or services agreements between you or your Company and Accu-Trade and/or our business partners and associates, co-branders and other similar entities collectively constitute the entire agreement with respect to your access to and use of the Site and the materials, products and services available on or through the Site or Accu-Trade. Our electronically or otherwise properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement and you agree that you shall not contest the admissibility or enforceability of Accu-Trade’s copy of this Agreement in a court in connection with any proceeding arising out of this Agreement. Accu-Trade may assign its rights and duties under this Agreement at any time to any party without notice. You may not assign this Agreement without the prior written consent of Accu-Trade. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected, and the invalid or unenforceable term shall be replaced with a valid provision that best embodies the intent of this Terms of Use so that the Terms of Use shall remain in full force and effect. Accu-Trade’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Accu-Trade of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Accu-Trade and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third party. Each provision of this Agreement which by its nature or terms survive any termination or expiration of this Agreement, including but not limited to terms relating to Disclaimer, Limitation of Liability and Dealer Indemnification, shall survive any expiration or termination of this Agreement, regardless of the cause thereof. Accu-Trade may provide any required notices to you by email, regular mail, postings on the Accu-Trade website, or by any other customary and reasonable means.

Consent to Electronic Communication

When you visit the Site, or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically and agree that we may communicate with you by phone, email or by posting notices on the Site. To unsubscribe from news, promotions, special offers and other information from Accu-Trade, regarding Accu-Trade, its affiliates and selected partners, email support@accu-trade.com and/or select the unsubscribe link on electronic communication.

Jurisdiction and Venue

This Agreement and any transactions consummated thereunder shall be governed by and construed under the laws of the United States and of the State of Illinois, without regard to conflicts of law principles or rules thereof, and you agree to the venue in the courts within the State of Illinois. Any legal action arising out of or related to this Agreement and your access to and use of this Site and/or its products or services must be commenced within one year after the cause of action arises. YOU AGREE AND UNDERSTAND THAT ACCU-TRADE AND YOU EACH WAIVE YOUR RESPECTIVE RIGHT TO A TRIAL BY JURY. Accu-Trade and you each agree to use your best efforts to settle any dispute or claim arising out of, or relating to, any matters related to interpretation, construction or enforcement, or otherwise in connection with this Agreement, the Accu-Trade Privacy Policy referenced herein, or otherwise related to or in connection with your access to and use of this Site and the materials, products and services available on or through this Site or Accu-Trade. If Accu-Trade and you cannot reach a written settlement agreement within thirty (30) days of the raising of the controversy or claim, Accu-Trade and you shall submit any controversy or claim arising out of, or relating to, this Agreement to binding arbitration in the State of Illinois as set forth below.

Arbitration

Accu-Trade and you agree that this “Arbitration” section shall be construed and interpreted under the Federal Arbitration Act, 9 U.S.C. Section 1, et. seq. Accu-Trade and you agree that any and all Claims (defined below) shall be submitted to final and binding Arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules (www.adr.org/commercial) (“AAA Rules”). Judgment may be entered on the arbitration award by a court of competent jurisdiction. You and Accu-Trade agree that Claims submitted to arbitration shall be decided in a single arbitration before a single arbitrator who must be on the AAA National Roster of Commercial Arbitrators and selected in accordance with the AAA Rules. The arbitrator shall have the authority to award the same damages, including reasonable attorney’s fees, and all other relief that a court can award. You acknowledge and agree that you voluntarily and knowingly entered into this Agreement and chose to use the Site and the services offered by it rather than companies that offer similar services and who may not have an arbitration agreement.

CLASS ACTION WAIVER

ACCU-TRADE AND YOU AGREE THAT ANY DISPUTES, CLAIMS AND/OR CAUSES OF ACTION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR ACCESS TO AND USE OF THE SITE AND/OR ITS PRODUCTS OR SERVICES (“CLAIMS”) MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND IN THE NAME OF AN INDIVIDUAL PERSON OR ENTITY AND THAT CLAIMS MUST PROCEED ON AN INDIVIDUAL AND NON-CLASS AND NON-REPRESENTATIVE BASIS. ACCU-TRADE AND YOU AGREE THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED IN THE SAME CLAIM UNLESS ARISING FROM THE SAME TRANSACTION. FURTHERMORE, ACCU-TRADE AND YOU AGREE THAT NEITHER YOU NOR ACCU-TRADE MAY PURSUE THE CLAIMS IN ARBITRATION AS A CLASS OR COLLECTIVE ACTION, AS A PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION. CLAIMS MAY NOT BE PURSUED IN ANY COURT OTHER THAN TO ENFORCE THE ARBITRATOR’S AWARD. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO AWARD RELIEF ONLY ON AN INDIVIDUAL AND NON-CLASS AND NON-REPRESENTATIVE BASIS.

International Users and Export Control Laws

Although this Site is intended for users in the United States, the Site can be accessed from countries around the world. Accu-Trade makes no representation that the Site, or the services and products available through it, are appropriate or available for use at other locations outside the United States, and access to the Site from territories where the Site or any of its services or products are illegal is prohibited. The export and re-export of software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re-exported to certain designated countries, or any country to which the United States embargoes goods. In addition, Accu-Trade software may not be distributed to certain designated persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

Questions Regarding Terms of Access

Please contact us with any questions regarding this Site, any products or services provided through the Site, or these Terms of Use by e-mail at support@accu-trade.com or by calling our customer service line at (832) 374-6043.

Contact Information

For general questions, you may email us at feedback@cars.com or use our online feedback form.

If you have any questions or comments about these Terms, our Privacy Policy, or the ways in which we collect and use your personal information, your choices and rights regarding such use, or wish to exercise your rights under California, Nevada or other state law, please do not hesitate to contact us at:

Phone: 312.601.5000
Email: Privacy@cars.com

Finally, you may also mail us at:

Cars.com, LLC
Attn: Privacy at Customer Care
300 S. Riverside, Suite 1000
Chicago, IL 60606

Last Updated — April 29, 2022