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Terms of Service

Effective November 1, 2007

ACCEPTANCE OF TERMS

1. This Terms of Service Agreement ("Agreement" or "TOS") sets forth the legally binding terms for your use of the USBuyBid System. By accessing or using any portion of the USBuyBid Website, Services or System, you agree to be bound by this Agreement and the USBuyBid Privacy Policy, regardless of whether you are logged in to a subscribed account. You further agree to abide and be bound by any additional terms, rules, guidelines or regulations as may apply to and be posted in specific areas of the USBuyBid Website, Services and System. (Example: when using the forums, you agree to follow any forum-specific rules that may be posted by USBuyBid in the forums.)
2. If you are an individual who is not logged into a subscribed account, you are solely responsible and liable for adhering to all applicable terms of this Agreement. If you are an individual logged into a subscribed account, the subscribed Dealership Location corresponding to that account is responsible and liable for your adherence to all terms of this Agreement.
3. By subscribing to the USBuyBid Service or visiting any portion of the USBuyBid Website, you automatically agree to abide by the terms set forth in this Terms of Service Agreement, the USBuyBid Privacy Policy and all applicable laws in all possible presiding jurisdictions.
4. For the purposes of this agreement, the terms "Dealer" and "Dealership" will apply to any subscribed member business, regardless of whether the business would otherwise be described as an automobile dealer or dealership and may also be referred to as "Member," "Subscriber," "Location," or any combination of these terms.)
5. Where the terms "Member," "Visitor," "Subscriber" "You" or "User" are used, these terms refer to you, individually, as a person accessing any portion of the USBuyBid Website, Services or System, regardless of authorization or login-status and, if logged into a USBuyBid subscribed account, to the Dealership subscribed to that account, unless specifically noted otherwise.
6. USBuyBid may modify this Agreement at any time. Modifications will take effect upon our posting such changes to the USBuyBid Website. You agree to be bound to any changes to this Agreement, after any such modification is posted.

DESCRIPTION OF SERVICE

1. USBuyBid.com ("USBuyBid.com," "USBuyBid," or "we") is a private, professional peer to peer networking platform and wholesale system, hosted on secure servers located in he US, intended for automobile dealers, wholesalers and others who are licensed or otherwise legally authorized to engage in the purchase or sale of motor vehicles on the wholesale market in the United States and individuals who are employed by and authorized to act on behalf of a subscribed Dealership Location.
2. The USBuyBid Website, System and Services are intended to be used by Dealerships as a tool or vehicle to facilitate encourage Dealers to engage in direct communications with one another, to forge good business and social relationships with one another, to engage in wholesale trade directly with one another and to engage in other related exchanges directly with one another. USBuyBid was created to eliminate the "middle man" to the benefit of the auto wholesale industry and is not itself a "middle man," arbiter or agent in your discussions, negotiations or transactions with other members, nor is USBuyBid in any way responsible or liable for any communication, negotiation or transaction offered, initiated or undertaken via or due to use of the Buy-Bid system or any other portion of the USBuyBid Website, Service or System.
3. Each Subscribed Dealership Location is responsible and liable for the conduct, content, actions, goods, services, transactions, terms etc. offered, provided, implied, initiated or undertaken on behalf of the Subscribed Dealership, regardless of whether access to the subscribed account was authorized or unauthorized.
4. The services offered by USBuyBid include the USBuyBid.com website, Dealership and Vehicle Profile System, the USBuyBid.com Private Messaging System, the USBuyBid Community Forums, the Buy-Bid System and any other features, content, tools, services or applications as may be offered from time to time by USBuyBid in connection with the USBuyBid Website, Services or System (these terms may be used separately, in combination or interchangeably to refer to the entirety or any portion of the USBuyBid Website, Services, Platform, Tools and Systems.)
5. USBuyBid reserves the right to modify, change, move, temporarily suspend or discontinue or permanently discontinue, whether intentionally or unintentionally, the USBuyBid Website, Services or System, in whole or in part, with or without notice. You agree that USBuyBid shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the USBuyBid Website, Services or System. Exception: In the unlikely event of a planned closure, USBuyBid will make every effort to notify Members in advance.

SUBSCRIBED MEMBERSHIP REQUIREMENTS:

1. You (Dealership Location) currently hold and will, for the duration of your Dealership's subscription, maintain a valid auto dealer or auto wholesale license in the United States or, if not subject to holding such license, otherwise provide verifiable proof of legal authorization to engage in the sale or purchase of motor vehicles on the wholesale market, in the US.
2. You (the individual person subscribing or accessing this Dealership's account) are authorized to act on behalf of the subscribed dealership location and, (if currently engaged in the subscription sign-up process,) to subscribe the location to the USBuyBid service.
3. All information you have provided regarding the member dealership and its authorized staff is true and correct and will be kept current at all times.
4. Only one dealership location is allowed per subscribed membership account. Chains, auto malls and auto groups wishing to bring on multiple locations must subscribe each dealership location to its own membership. Special bulk subscription pricing may be negotiated for large accounts.
5. It is allowed for a single Dealership Location to have more than one paid subscribed membership account.

FEES

1. You acknowledge that USBuyBid.com is a paid subscription service and has the right to charge for access to the Members Only areas of the USBuyBid Website Services and System.
2. We reserve the right to change our subscription rates or billing schedule from time to time, to assess different subscription rates and/or billing schedules for different types of businesses, such as requiring a yearly subscription for lending institutions, or to negotiate special rates and schedules, such as bulk rates for large auto groups subscribing multiple Dealership locations, at our discretion.
3. Subscription fees are non-refundable. This is without regard to the reason an account has been terminated or by whom.

ACCOUNT SECURITY

1. When you subscribe your Dealership Location, you will be asked to choose a User Name and Password for the account. The User Name for the account cannot be changed and will be used in our system to keep track of activity regarding your account as well as to direct Private Messages and other correspondences to your account. You are responsible for maintaining the confidentiality of your password and for changing your password, as necessary to maintain the security of your account.
2. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify USBuyBid.com immediately if you suspect any unauthorized use of your account or access to your password.
3. You are solely responsible for any and all use of your account.

PROPRIETARY RIGHTS OF CONTENT ON USBuyBid.com.

1. After posting your Content to the USBuyBid System, you continue to retain all ownership rights and continue to have the right to use your Content in any way you choose.
2. By displaying or publishing ("posting") any Content on or through the USBuyBid System, you hereby grant to USBuyBid.com a non-exclusive, worldwide, non-revocable, sub-licensable, fully paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, transmit, store and distribute such Content by any means or media currently known or unknown. You further represent and warrant that you own the Content or otherwise have the right to grant the license set forth in this section, and that your posting of this content does not violate the privacy, copy, publicity, contract or other rights of any person or entity. This license does not grant USBuyBid the right to sell your content.
3. The USBuyBid Website contains Content that is the property of USBuyBid. ("Our Content"). Our Content, and all data generated by use of our Website, Services and System, are protected by copyright, trademark, patent, trade secret and other laws. USBuyBid owns and retains all rights to Our Content, data and to the USBuyBid Website, Services and System, in whole and in part. It is strictly forbidden to mirror, publish, distribute, modify, broadcast, transmit, perform, display, sell, lease, repackage, backwards engineer or attempt to reproduce by other means any portion of the USBuyBid Website, Logo, Data, Slogans, Services, System, Software, Tools, Business Method or Business Model unless specifically licensed, franchised or otherwise granted express permission by USBuyBid to do so.
4. The USBuyBid Website contains Content posted or provided by other Members, Partners, Affiliates, USBuyBid licensors and others. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the USBuyBid System.
5. USBuyBid may delete any Content that in the sole judgment of USBuyBid.com violates this Agreement or may be offensive, contrary to the intended purpose of the USBuyBid Service, illegal or violate the rights, harm, or threaten the safety of any person or business or which might impact on our ability to maintain our Subscribership or successfully market USBuyBid. Member Dealership Locations are responsible for the content posted or otherwise provided via their USBuyBid accounts. USBuyBid assumes no responsibility for monitoring the USBuyBid System for inappropriate Content or conduct and even if so monitored, USBuyBid assumes no responsibility for the Content, for modification or removal of inappropriate Content, nor for the conduct of Users submitting any such Content. As such, Content posted to the USBuyBid Website does not necessarily reflect the opinions or policies of USBuyBid and USBuyBid makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that any Member transmits to other Members.

YOUR USE OF THE BUY-BID SYSTEM AND USBuyBid

1. Dealerships party to an accepted transaction will contact one another, in a timely manner, following acceptance, to begin completion of the transaction.
2. Dealerships party to an accepted transaction will complete accepted transactions as per the accepted terms and in a timely manner.
3. The BUYING Dealership in an accepted transaction, will arrange and assume any expenses for transport except when the SELLING Dealership has offered or otherwise agreed to assume this responsibility prior to the acceptance of the transaction.
4. SELLING Dealerships are responsible for ensuring that the vehicles or other goods or services, whether listed through the Buy-Bid system or by other means, will be in the same or better condition than described.
5. You will not, at any time, interfere with any other Dealerships' listings or endeavor to breach the privacy of any Dealership's sealed Buy-Bids, whether offered or received.
6. You will not attempt to circumvent or manipulate our billing process or fees owed to USBuyBid
7. You will not post false, inaccurate, misleading, defamatory, inflammatory, accusatory or libelous content about any person or business.
8. You will rate completed transactions (below avg., average or above avg.) accurately -- failure to rate a completed transaction within 30 days of acceptance will render a default rating of "average."
9. You acknowledge that buy-bid listings expire 24 hours after posted. Immediate "flat price" listings and wanted expire 72 hours after posted.
10. You acknowledge that buy-bid offers may be increased, but cannot be withdrawn or decreased.
11. You will make no effort to hide, obscure or mislead as to the identity or location of your Dealership.
12. As a SELLING Dealership, you are encouraged to list vehicles for buy-bid AS you are taking them in on trade and to use the buy-bid offers you receive to help you set accurate trade-in allowances on real-time values. However, you will not accept a buy-bid offer on nor will you list as available for immediate purchase at flat price any vehicle that your Dealership does not own and/or have in its possession to sell.
13. In the event that unforeseen circumstances, beyond the control of either the BUYING or SELLING Dealership's control, such as theft, vandalism or acts of nature, result in damage to, lessened condition of or loss of a vehicle after a transaction has been accepted on the vehicle, but prior to completion of the transaction, while the vehicle is still in the selling Dealership's possession and not arising from damages associated with transport or pickup, the SELLING Dealership will contact the BUYING Dealership immediately to describe the circumstances and terminate the transaction.
14. SELLING Dealerships offering a vehicle for buy-bid will always be free to accept any or no buy-bid offer received without revealing which, if any offer was accepted or why and without revealing which, if any offers were rejected or why.
15. BUYING and SELLING Dealerships are to refrain from revealing to others outside of the transaction, the financial details of specific transactions with one another... this is to protect the privacy of potentially sensitive information of our Member Dealerships.
16. We encourage Dealerships and the staff members authorized to access USBuyBid through their subscribed accounts to use the USBuyBid Website, Services and System to form good social, professional and business relationships with one another. Our members are free thus free to circumvent the buy-bid system and even the USBuyBid Website to engage in wholesale transactions with one another, if they so choose. However, in the event that a Dealership prefers not to circumvent the USBuyBid Website, Services and System, for any reason, and asks not to be contacted off-site for such purposes, you will respect that Dealership's wishes.

PROHIBITED ACTIVITY

NOTE: USBuyBid reserves the right to investigate and take appropriate legal action and/or seek other legal remedy against anyone who, in USBuyBid's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

1. Any illegal activity.
2. USBuyBid has a zero tolerance policy for use of our system by spammers. Advertising to, or solicitation of, any Member to buy or sell any products or services, on the retail market and/or products or services not directly related to wholesale operations of the Subscribed Dealership's vehicle wholesale operations or within the intended purposes of the USBuyBid Service. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the USBuyBid System to compile e-mail, mailing, phone or other contact lists for the purpose of such unauthorized solicitations. If you breach this Agreement or the anti-spam spirit thereof, you acknowledge that you will have caused substantial harm to USBuyBid, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay USBuyBid $25 for each such unsolicited Private Message you send through the USBuyBid System; $25 per subscribed USBuyBid member for each such unsolicited advertising posted to the USBuyBid Forums and an amount equal to a full year USBuyBid subscription at the full monthly subscription rate, per subscribed member, for each such unsolicited advertisement made outside the USBuyBid site using private information culled through your access to the USBuyBid Website, Services or System, whether such advertisements are made by phone, robo-call, fax, SMS, e-mail postal mail or other means.
3. Interfering with, disrupting or creating an undue burden on the USBuyBid System or the networks or services connected to the USBuyBid System
4. Impersonating another Member, person or business
5. Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account
6. Selling, subletting, sharing or otherwise transferring your subscription, access or profile
7. Using any information obtained from the USBuyBid System in order to harass, abuse, or harm another person or business
8. Using the USBuyBid System in a manner inconsistent with any and all applicable laws and regulations.
9. Dishonest or inaccurate descriptions of vehicles, terms or other related goods or services offered to other Members for purchase, buy-bid, trade or free, whether through the buy-bid system, forums, private message system or other means made available to you by your access to the USBuyBid system.

DISPUTES WITH OTHER MEMBERS:

1. You are solely responsible for your interactions and transaction with other USBuyBid.com Members. The USBuyBid Website, Services and System are intended as a tool or vehicle for your direct dealings with other Dealerships. USBuyBid.com reserves the right, but has no obligation, to monitor, settle, or otherwise intervene in or act on disputes between you and other Members.

PRIVACY:

1. Use of the USBuyBid System is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

ENFORCEMENT:

1. USBuyBid.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your subscription or access to all or any part of the USBuyBid System at any time, for any reason, with or without prior notice, and without liability. USBuyBid expressly reserves the right to remove your Dealership or Vehicle profiles and/or restrict, suspend, or terminate your access to any part of USBuyBid Website, System or Services, to investigate, to take appropriate legal action and/or to seek other legal remedy if USBuyBid determines, in its sole discretion, that you pose a threat to USBuyBid and/or its Users.

DISCLAIMERS:

1. USBuyBid.com is not responsible for any incorrect or inaccurate Content posted on the USBuyBid Website or in connection with the USBuyBid System, whether caused by Users of the USBuyBid System or by any of the equipment or programming associated with or utilized in the USBuyBid System. In addition to links provided to other websites by USBuyBid, our affiliates, partners, licensees and contractors, Dealership and Vehicle profiles as well as other Content created and posted by Members of the USBuyBid Website may contain links to other websites. USBuyBid.com is not responsible for the Content, accuracy or opinions expressed on such websites. When you access these third-party sites, you do so at your own risk.
2. USBuyBid.com takes no responsibility for third party advertisements that are posted on this USBuyBid Website or through the USBuyBid System, nor does it take any responsibility for the goods or services provided by its advertisers. USBuyBid.com is not responsible for the conduct, whether online or offline, of any User of the USBuyBid System.
3. USBuyBid.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Member communication, including but not limited to Listings and Transactions.
4. USBuyBid.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer systems or equipment, servers or providers, software, e-mail, etc., due to technical problems or traffic congestion on the Internet or on any of the USBuyBid System or combination thereof, including any injury or damage to Members or to any person or business's computer related to or resulting from participation on or use of the USBuyBid System. Under no circumstances shall USBuyBid.com be responsible for any loss or damage, including personal injury or death, resulting from use of the USBuyBid System, attendance of any USBuyBid hosted event, from any Content posted on or through the USBuyBid System, or from the conduct of any Users of the USBuyBid System, whether online or offline.
5. The USBuyBid Website, Services and System are provided "AS-IS" and as available and USBuyBid.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. USBuyBid cannot guarantee and does not promise any specific results from use of the USBuyBid System.

LIMITATION OF LIABILITY, DISPUTES, INDEMNITY, ETC.:

1. In no event shall USBuyBid.com be liable to you or to any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages arising from your use of the USBuyBid Website, Services or System, even if USBuyBid.com has been advised of the possibility of such damages. You agree that in the event of a prevailing judgment against USBuyBid, USBuyBid's liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the lesser amount of actual damages or subscription fees paid, if any, by you to USBuyBid, for your access to the USBuyBid system during the previous 12 calendar months.
2. If there is any dispute about or involving the USBuyBid System, you agree that the dispute shall be governed by the laws of the State of Illinois, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Illinois, County of DeWitt.
3. You agree to indemnify and hold USBuyBid, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the USBuyBid System in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the USBuyBid Website or through the USBuyBid System causes USBuyBid.com to be liable to another.
4. The failure of USBuyBid.com to exercise or enforce any right or provision of this Agreement is not a waiver of such right or provision. The section titles in this Agreement have no legal or contractual effect.
5. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.