INTRAMOTIVE TERMS AND CONDITIONS OF USE
INTRODUCTION

Welcome to https://doubleclutch.com/. IntraMotive, LLC (“IntraMotive”) provides services and products subject to the following terms and conditions (the “Agreement”). By using this website Dealership or any person, entity or agent acting on behalf of Dealership (“Dealership”) consents to this Agreement. This Agreement may be updated by IntraMotive and IntraMotive encourages Dealership to revisit this page often and review the Agreement. Additionally, any new features which may be added to https://doubleclutch.com/ from time to time shall be subject to this Agreement unless stated otherwise.

1. GENERAL.

(a) IntraMotive has developed a vehicle information management system called DoubleClutch that provides automotive dealerships access to a secure website to obtain information about a motor vehicle’s value and history using the vehicle vin number and other identifying information (hereafter referred to as either “DoubleClutch” or the “Services”).

(b) The Services consist of all products and services offered by IntraMotive including without limitation the website and/or any content available on the site regardless of the manner in which the content is delivered to Dealership. All Services are owned and operated by IntraMotive. IntraMotive has the right at any time to change or discontinue any aspect or feature of DoubleClutch.

(c) To create a DoubleClutch account, you must use a valid email address registered to Dealership. Dealership may not impersonate any person or entity, or otherwise mislead as to the origin of the content Dealership shares with IntraMotive.

(d) Once a Seller lists a vehicle and the auction commences, Seller shall be obligated to complete the auction process. No auction may be cancelled once begun. No Seller or Buyer shall sell, offer to sell, purchase or offer to purchase a vehicle in a live auction outside of the auction. No Party shall be permitted to sell an auction vehicle “off the block” once an auction has begun until the auction’s conclusion. Each Buyer and Seller recognizes and agrees that each bid submitted via the DCA platform is binding in respect to applicable terms of the auction. Once an auction is concluded with a winning bid, a binding Contract of Sale shall be deemed created between the Buyer and Seller which may be enforced as a binding contract. In the event either Buyer or Seller shall be forced to file suit to compel the Sale of the successful auction vehicle, the prevailing Party shall be entitled, in addition to recovery of the vehicle and/or damages, to reasonable legal fees incurred.

(e) EACH SELLER HEREBY ACKNOWLEDGES AND AGREES THAT FOLLOWING PUBLICATION AND FOR THE PERIOD THAT SUCH SELLER’S LISTING IS MADE AVAILABLE VIA THE PLATFORM, SELLER MAY NOT LIST, POST OR OTHERWISE MAKE AVAILABLE THE APPLICABLE VEHICLE ON ANY OTHER AUCTION, DEALERSHIP, OR LISTING SERVICE. FURTHERMORE EACH SELLER HEREBY ACKNOWLEDGES AND AGREES THAT FOLLOWING PUBLICATION, SUBJECT TO THE PRIVACY POLICY, SELLER’S LISTING MAY BE REMOVED SOLELY AT COMPANY’S DISCRETION.

2. LICENSE GRANT.

IntraMotive grants to Dealership, a temporary, revocable, non-exclusive license to use DoubleClutch, revocable for any reason or for no reason in IntraMotive’s sole discretion.

3. OWNERSHIP.

Dealership acknowledges that DoubleClutch contains copyrighted material, trademarks and other proprietary information. DoubleClutch including the content and organization, layout, arrangement, design elements, each individual page and all intellectual property relating either directly or indirectly to DoubleClutch including, but not limited to patents, design rights, copyrights, trademarks, service marks, database rights, search results, appraisal data, trade secrets, know-how and all derivative works thereof (“Intellectual Property”) are and shall remain the property of IntraMotive. The Intellectual Property and all authorized copies thereof, shall not be used in any way other than as allowed by this Agreement. Dealership acknowledges that, as between IntraMotive and Dealership all Intellectual Property rights with respect there to, are and shall at all times be the property of IntraMotive, even if modifications or suggestions made by Dealership are incorporated into DoubleClutch and its related documentation. Dealership shall not in any manner attempt to obtain any right, title or interest in or to such Intellectual Property or any derivative there to. Dealership shall not take any action that jeopardized, limits or interferes with IntraMotive’s ownership and/or right to use the Intellectual Property.

4. MODIFICATIONS.

Dealership shall not modify DoubleClutch. In the event any modification or improvement to DoubleClutch is developed by Dealership or on Dealership’s behalf,contrary to the Agreement, Dealership agrees to and hereby does assign to IntraMotive all Intellectual Property relating to such modification or improvement and Dealership further agrees to execute all documents and undertake all reasonable actions as IntraMotive requests in order to procure, perfect, maintain or otherwise vest ownership of such Intellectual Property in IntraMotive.

5. RESTRICTIONS ON ACCESS AND USE.

(a) Dealership shall not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit DoubleClutch or any content therein. Except as otherwise expressly permitted under this Agreement, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written consent of IntraMotive. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend, or copyright notice shall be made. Dealership acknowledges that Dealership does not acquire any ownership rights by downloading or printing the copyrighted material, or by using DoubleClutch. Dealership may not make use of any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or information from DoubleClutch. IntraMotive offers you access to DoubleClutch solely for Dealership’s use. Dealership may not resell DoubleClutch or any content obtained from DoubleClutch.

(b) Dealership shall not (i) cause, permit or authorize the decompilation, modification, disassembly or reverse engineering of DoubleClutch or create derivative works thereof; (ii) allow unauthorized parties to view, access or use DoubleClutch; (iii) sell, assign, rent, transfer, distribute, act as a service bureau, sublicense or otherwise grant rights to DoubleClutch to any other person or entity; (iv) engage in the practice of “screen scraping”, “database scraping” or any other practice or activity the purpose of which is to obtain information on vehicles, portions of a database or other lists or information in or from DoubleClutch; (v) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information in DoubleClutch without prior written consent of IntraMotive; (vi) use meta tags or any other “hidden text” utilizing IntraMotive’s name or trademarks without the express written consent of IntraMotive; (vii) use, or allow the use of, DoubleClutch in contravention of this Agreement or any federal, state, local or other applicable laws, rules or regulations; (viii) introduce into DoubleClutch any virus or other code or routine intended to disrupt, delete, damage or alter DoubleClutch. Systematic retrieval or use of DoubleClutchor any data from DoubleClutch to create or compile, directly or indirectly, a collection, compilation, database or directory without the express written permission of IntraMotive is strictly prohibited. Dealership shall not use DoubleClutch in any manner that could damage, disable, overburden, or impair DoubleClutch or interfere with any other Dealership’s use and enjoyment of DoubleClutch.

6. TRADEMARKS AND PATENTS.

All trademarks and service marks of IntraMotive and its affiliates displayed in connection with DoubleClutch are subject to state and federal trademark protection. Unless expressly authorized by IntraMotive, Dealership may not use any trademarks or service marks that Dealership accesses through DoubleClutch or in any manner that is likely to cause confusion among customers, or that might disparage or discredit IntraMotive and its affiliates.

7. INFORMATION COLLECTED BY INTRAMOTIVE.

IntraMotive will collect all information that Dealership provides to IntraMotive by use of DoubleClutch including without limitation, vehicle vin numbers, vehicle registration information, user profile information and/or any other content or other information that Dealership otherwise uploads during use of DoubleClutch. IntraMotive may collect usage information, such as information regarding the number of times Dealership has used DoubleClutch, date last visited, Dealership’s online status, date registered or any other information that Dealership chooses to share(collectively, "Usage Information").

8. DISCLAIMERS.

The parties expect DoubleClutch may contain significant errors, omissions, and problems. Dealership agrees and acknowledges that IntraMotive shall have no responsibility to Dealership to correct any defects in DoubleClutch. Dealership expressly agrees that use of DoubleClutch is at Dealership’s sole risk. IntraMotive does not make any warranties as to the results that may be obtained from the use of DoubleClutch, or as to the accuracy or reliability of any information. Dealership acknowledges that IntraMotive collects data from public records and other sources for use in DoubleClutch and that this data may contain errors and omissions. IntraMotive shall not be liable for any loss or injury caused either by its negligence or circumstances beyond its control in procuring, compiling, collecting, interpreting or making available DoubleClutch. IntraMotive disclaims any and all warranties with respect to DoubleClutch, whether express or implied, including specifically the implied warranties of merchantability and fitness for a particular purpose. DoubleClutch is provided "as is", and Dealership understands that it assumes all risks of its use, quality, and performance. Because of the nature of DoubleClutch, Dealership agrees and acknowledges that IntraMotive shall have no liability whatsoever to Dealership for any problems in or caused by DoubleClutch or Dealership’s use of DoubleClutch, whether direct, indirect, special, or consequential (including lost profits or data). Dealership recognizes that IntraMotive’s sole obligation in the case of erroneous data, when notified in writing by Dealership of such erroneous data, is correction of the record in question. This disclaimer of liability applies to any damages or injury caused by any failure or performance, error, omission, inaccuracy, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of DoubleClutch, whether for breach of contract, tortious behavior (including strict liability), negligence or under any other cause of action.

9. INDEMNIFICATION.

Dealership agrees to defend, indemnify, and hold harmless IntraMotive from and against any and all claims, actions, demands, damages, costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of (i) Dealerships use of DoubleClutch, (ii) any distribution, publication refusal to publish, deletion, editing or other use of the content Dealership provides, (iii) Dealership’s violation of this Agreement, (iv) Dealership’s violation or infringement of any third party’s rights, or (v) any third-party claim (including but not limited to a claim made by a regulatory authority) in connection with communications or actions made by Dealership and Dealership users using DoubleClutch. Not withstanding the limitations of liability herein, IntraMotive shall defend, indemnify and hold Dealership harmless from and against any direct damages suffered by Dealership pursuant to a third-party claim asserting that Dealership's permitted use of DoubleClutch infringes or violates any intellectual property right of such third-party. Dealership agrees to use DoubleClutch in compliance with all applicable laws and regulations including but not limited to those governing advertising and communication with customers and the general public.

10. CONFIDENTIALITY.

(a) Dealership acknowledges that IntraMotive may disclose certain confidential information of IntraMotiveincluding (i) DoubleClutch, related documentation and other related materials provided by IntraMotive, including but not limited to, DoubleClutch’s design, functionalities, errors or bugs, (ii) information which the Dealership knows or has reason to know is of a confidential or proprietary nature, and (iii) technical and non-technical information relating to IntraMotive's business including, without limitation, computer programs (source and object code), technical drawings, trade secrets, algorithms, formulas, processes, inventions (whether patentable or not,) and product development plans, (collectively "Confidential Information"). Dealership agrees to use the Confidential Information solely for the purpose of using DoubleClutch, and to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of IntraMotive. Dealership agrees that it will not, at any time without the express written permission of IntraMotive, disclose the Confidential Information directly or indirectly to any third person, excepting employees of Dealership who have expressly agreed in writing to be bound by the terms of this Agreement or similar terms.

(b) Confidential Information shall not include information that is (1 ) already in the public domain; or (2) becomes generally known or available by publication, commercial use, or general sale of copies of DoubleClutch.

(c) Dealership's obligations with respect to Confidential Information shall continue until such information is subject to one of the exclusions set forth above.

11. PRIVACY.

(a) For all requests for information from the DoubleClutch website, IntraMotive will collect any information Dealership submit in connection with the request. Additionally, IntraMotive may collect other information that Dealership submits in the course of searching vehicles.

(b) IntraMotive uses the information you provide to deliver services requested by you. If Dealership submits a request for information on the DoubleClutch web site, Dealership agrees that IntraMotive may share the information submitted with third parties, as necessary to respond to Dealership’s request. IntraMotive uses information collected through cookies and web beacons to analyze usage, learn about users and deliver customized content and uncover ways in which we can improve DoubleClutch and make it easier to use.

(c) IntraMotive maintains administrative, technical and physical safeguards against unauthorized access to the information IntraMotive collects.

(d) IntraMotive does not sell, trade, rent, or otherwise transfer personally identifiable information to others, except: (i) as provided herein, (ii) to defend against legal claims or otherwise protect our rights, (ii) as required by law, judicial proceeding, court order, or legal process served on IntraMotive, (iv) for purposes of law enforcement investigations, and/or (v) with your consent. If you submit a request for information through DoubleClutch, Dealership agrees that IntraMotive may share the information submitted with third parties, as necessary to respond to the request. Such third parties’ use or disclosure of the information submitted is subject to their privacy policies and practices and IntraMotive has no control over the subsequent use or disclosure of any information provided.IntraMotive uses third party service providers to perform various functions such as processing credit card transactions, analyzing data, serving advertisements and providing marketing assistance. All service providers are contractually required to treat personally identifiable information as confidential.

12. TERMINATION.

IntraMotive reserves the right to suspend or terminate all or part of the Services for any reason or for no reason with or without notice to Dealership. All terminations will be made in IntraMotive’s sole discretion and Dealership agrees that IntraMotive shall not be liable for any termination of Dealership’s use or access to the Services.

13. CHANGES AND UPDATES TO THIS AGREEMENT.

IntraMotive may occasionally update or change this Agreement, IntraMotive encourages Dealership to view this Agreement often. Dealership’s continued use of DoubleClutch constitutes Dealership’s consent to this Agreement and any updates.

14. GENERAL PROVISIONS.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excepting its conflict of laws provisions. The parties agree to irrevocably submit to the exclusive jurisdiction of the courts of Nassau County, New York.

(b) Entire Agreement. This Agreement constitutes the entire agreement between Dealership and IntraMotive and governs Dealership’s use of the Services, superseding any prior Agreement with respect to the Services. Dealership may be subject to additional terms and conditions that may apply when you use or purchase any other IntraMotive services, affiliate or third-party services.

15. SURVIVAL.

Sections 3, 4, 5, 6, 7, 8, 9, 10 of this Agreement shall survive expiration or termination of this Agreement between Dealership and IntraMotive.