Auction Genius User Agreement

Auction Genius User Agreement

Welcome to the Auction Genius Web site (the "Site") provided by Innovative Dealer Technologies, Inc. ("we" or "IDT"). This User Agreement ("User Agreement") constitutes a binding agreement between you and IDT, and governs your access to and use of this Site and the data, information, materials and other content available on or through this Site (collectively, the "Site Materials"). Please read this User Agreement carefully before using this Site or any Site Materials. By accessing or using this Site or any Site Materials, you automatically agree to be bound by the terms of this User Agreement. If you do not agree to be bound by the terms of this User Agreement, do not continue using our Site.

We reserve the right, at our sole discretion, to change this User Agreement from time to time. Your continued use of this Site or any Site Materials after such changes take effect will be deemed to constitute your acceptance of and agreement to the new User Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING, USING OR BROWSING THIS SITE OR ANY SITE MATERIALS. BY CLICKING ON "I AGREE," OR BY ACCESSING, USING OR BROWSING THIS SITE OR ANY SITE MATERIALS, YOU, ON BEHALF OF YOURSELF OR YOUR ENTITY, AS APPLICABLE, ACKNOWLEDGE AND CONFIRM THAT: (1) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT; (2) YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND ACKNOWLEDGE THAT THIS USER AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN YOU AND IDT; AND (3) IF ACCESSING, USING OR BROWSING THIS SITE ON BEHALF OF AN ENTITY, YOU HAVE FULL AUTHORITY TO BIND YOUR ENTITY TO ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRECEDING ACKNOWLEDGEMENT AND AGREEMENT, DO NOT SELECT THE 'I AGREE' BUTTON ASSOCIATED WITH THIS USER AGREEMENT, AND DO NOT CONTINUE TO USE OUR SITE, AND IDT DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, USE OR BROWSE THIS SITE OR THE SITE MATERIALS.

1. Nature of Service

IDT's Auction Genius Site interfaces with online auction platforms to provide the Auction Genius user with a robust, data rich environment designed to allow auto dealers to increase efficiency in online auto buying. Some of the data and information contained on the Site is provided directly by independent information providers ("IIPs") and is not adjusted or audited by IDT.

2. No Recommendations or Purchasing Advice

IDT is not a referral service and does not recommend or endorse any particular product or purchase by any user of Auction Genius. Rather, IDT is only an intermediary that provides an on-line vehicle purchasing platform to help facilitate purchases from dealers. We do not offer advice regarding the quality, condition or suitability of any product, service, vehicle or particular purchase. You assume all responsibility in connection with any purchase made through Auction Genius. IDT and its licensors, information providers, suppliers and affiliates (collectively, the "Affiliates"), and the directors, officers, agents, and representatives of each, assume no (and hereby disclaim all) responsibility or liability of any kind, for any claims that may arise directly or indirectly from any such purchase by a user through the Site.

3. Proprietary Rights

Except as explicitly provided in this User Agreement, all right, title and interest in and to the Site, including any software or code used in connection with the operation of the Site, and all Site Materials, including without limitation the graphical display of this Site and all and all intellectual property rights embodied therein, are the property of IDT or our Affiliates. The Site and Site Materials are protected by law, including, but not limited to, United States and international copyright law and trademark law, trade secret law, as well as other state, federal, and international laws and regulations. IDT does not claim any rights in unaltered government data.

Except as expressly permitted in this User Agreement or otherwise permitted by us in writing, you will not copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, disclose, publicly perform, publicly display, mirror, frame, create derivative works of, reverse engineer, decompile or disassemble, or use any aspect of this Site or any Site Materials, in whole or in part, in any form or by any means. Without limiting the foregoing, except as expressly permitted by us in writing, you will not, directly or indirectly, use any of information contained therein: (i) for any purposes other than in connection with accessing auctions affiliated with Auction Genius and evaluating purchases or transacting purchases through such auctions; (ii) to compile mailing lists or other lists for commercial purposes; (iii) to establish independent data files or compendiums of statistical information; or (iv) in violation of any applicable laws or regulations. Any unauthorized use, disclosure or reproduction of any part of the Site or any Site Materials may violate copyright laws, trademark laws, trade secret laws, laws pertaining to privacy and publicity rights, or other laws or regulations. Please be aware that we actively and aggressively enforce our intellectual property rights to the fullest extent of the law.

4. Use of this Site and the Site Materials

Except as expressly permitted by us in writing, your right to access and use the Site and the Site Materials is limited solely to a revocable, nonexclusive, non-transferable license to access and view this Site and the Site Materials for the purposes of receiving information regarding vehicles, products and/or services being sold through the auctions participating in the Auction Genius platform, participating in such auctions and evaluating and transacting purchases through such auctions. All rights not expressly granted to you herein are reserved by IDT and there are no implied licenses under this Agreement. The license granted to you in this User Agreement is expressly conditioned on your continued compliance with this User Agreement. Please note that IDT, in its sole discretion, may change this User Agreement from time to time and your continued use of this Site or any Site Materials after any such change takes effect will be deemed to constitute your acceptance of and agreement to the changed User Agreement.

5. Password Maintenance and Responsibility

If you wish to access certain areas of this Site or the Site Materials available on or through certain areas of this Site, you must choose a password during your completion of this Site's registration process. By registering, you represent, warrant and covenant that: (i) you are at least 18 years of age; (ii) you are using your actual identity; (iii) you have provided only true, accurate, current and complete information about yourself during the registration process; and (iv) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete. You may update your information at any time by logging into the Site and clicking on "Account Log In."

By logging onto this Site using any password, you represent, warrant and covenant that you are authorized to use such password and to engage in the activities that you conduct thereunder. You are solely responsible for the confidentiality and use of your password, as well as for any activities conducted on or through this Site using your password. If you wish to cancel a password, or if you become aware of any loss, theft or unauthorized use of a password, please notify us immediately. We reserve the right to delete or change any password at any time and for any reason.

YOU AGREE THAT ACCESS TO THE SITE OR ITS CONTENT WILL BE LIMITED TO THE NAMED USER(S) ONLY. YOU AGREE FURTHER THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES, ALLOW YOUR USER ID OR PASSWORD TO BE USED BY ANY OTHER PERSON. This also applies to all products and services that are conditioned on the user being a subscriber to Auction Genius.   “Named User" means the person(s) that are provided to Auction Genius as subscribers to the Site.  You further agree that, in the event of any violation of the provisions of this paragraph, IDT shall have the right to, and you agree to pay, $1,000 liquidated damages per violation.

6. Term and Termination

This User Agreement will take effect at the time you click "I Agree" or receive a user ID and shall continue until renewed or terminated. We reserve the right, at any time and for any reason, without notice to you, (i) to deny you access to this Site, any Site Materials, or any portion thereof; (ii) to change, remove or discontinue the Site or any portion thereof, or any of the Site Materials or services available on or through this Site; or (iii) to terminate this User Agreement in its sole discretion, in which case IDT will issue you a refund for any prorated amounts remaining.  The User Agreement shall automatically terminate upon the breach by you of any terms hereof. Upon termination, your user ID and password shall be disabled.

7. Our Privacy Policy

We are committed to protecting your privacy. We use the information we collect about you to maximize the services that we provide to you. Technologies are rapidly changing as are the services that we provide to you. Therefore, these policies are subject to change. By using the Site, you consent to the collection and use of this information by us. We do not sell, trade, or rent your personal information to others. We may provide aggregate statistics about our customers, sales, traffic patterns, and related site information to others, but these statistics will include no personally identifying information. We may release account information when we believe, in good faith, that such release is reasonably necessary to (i) comply with law, (ii) enforce or apply the terms of any of our user agreements or (iii) protect the rights, property or safety of IDT, our users, or others.

8. Links to Other Sites

This Site may contain links to other sites on the World Wide Web for the convenience of our users. These other sites have not been reviewed by us and are maintained by third parties over which we exercise no control. Accordingly, we expressly disclaim any responsibility for the content, policies and practices of these other sites and for the availability, accuracy, reliability, completeness, currency, quality, performance or suitability of the information, products and services available or advertised on or through these other sites. Moreover, these links do not imply, directly or indirectly, our endorsement of or affiliation with any other site or site owner, or any information, products or services provided by any third party. When leaving this Site, you should be aware that our terms and policies may no longer govern, and, therefore, you should review the applicable terms and policies of each linked site.

9. Third Party Content and Privacy Information Delivered to Third Parties

Some of the Site Materials, including but not limited to, certain auction or product information, vehicle information, data, research, analysis and opinions, are provided by IIPs. We make no representations with respect to, nor do we guarantee or endorse the availability, accuracy, reliability, completeness, currency, quality, performance, suitability, or correct sequencing of any information, materials or other content provided by any of the IIPs. We do not endorse, oppose or edit any opinion or analysis expressed by any of the IIPs. We assume no responsibility or liability for any information, materials or other content provided by any of the IIPs. Moreover, any private information you deliver to third parties accessed through a link at the Site will be held subject to the privacy policies of that third party, and not IDT.

10. Permission to Use Your Submissions

Any and all information (other than information given in connection with registration, which shall be treated as set forth in other provisions of this User Agreement), suggestions, feedback, ideas, concepts, comments, illustrations and other materials that you disclose or offer to us on or in connection with this Site or any Site Materials ("Submissions") are submitted without any restrictions or expectation of confidentiality. You hereby assign to us without compensation or further obligation, all rights now known or hereafter existing to use, allow others to use, or assign the right to use, the Submissions. You further agree that your Submissions may be used without restriction for any purpose whatsoever, commercial or otherwise, without compensation to you, including the right to use, reproduce, modify, adapt, publish, transmit, publicly perform or display, translate, create derivative works from, or otherwise communicate to the public the Submissions on this Site or elsewhere by us, our assigns or others we have allowed to use your Submissions. You will not assert any proprietary right or moral right of any kind with respect to any Submissions.

11. Confidentiality on the Internet

Use of the Internet is solely at your own risk and is subject to all applicable local, state, federal, and international laws and regulations. While we have endeavored to create a secure and reliable site, please be advised that the confidentiality of any communication or material transmitted to us over the Internet cannot be guaranteed. Consequently, neither we nor our Affiliates are responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on this Site, or for the consequences of any reliance on such information. You must make your own determination as to these matters.

12. Electronic Communications with IDT

Should you elect to send or receive e-mail communications of any kind to or from IDT, you represent and warrant to IDT that your e-mail service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound e-mail transmissions. You further agree that the content (including any Site Materials) in any e-mail or other electronic communication you receive from IDT is subject to the provisions of this User Agreement.

13. Site Monitoring

We reserve the right to view, monitor and record activity on this Site without notice to or permission from you. We may disclose any records, electronic communications, information, materials or other content of any kind (i) if we believe in good faith that the law or legal process requires it; (ii) if such disclosure is necessary or appropriate to operate this Site; or (iii) to protect our rights or property or the rights or property of our users and business partners. However, we are not responsible for screening, policing, editing or monitoring this Site.

We are committed to complying with copyright and related laws, and expect all users of this Site to comply with such laws as well. Using this Site to transmit any content or to engage in any activity that infringes any copyright or any other right of a third party violates this User Agreement. You represent and warrant to IDT that you own, or are otherwise lawfully authorized to use, any information, materials or other content that you transmit to or through this Site, and that the use of the same does not violate copyright or related laws and will not cause injury to any person or entity.

If notified of an allegation that this Site contains infringing, defamatory, damaging, illegal or offensive records, electronic communications, information, materials or other content, we may, but have no obligation to, investigate the allegation and determine in our sole discretion whether to remove or request the removal of the same from this Site. Notices to us regarding any alleged copyright infringement on this Site should be directed to IDT at the following e-mail address: info@auctiongenius.net.

14. Events Beyond Our Control

You absolve and release us and our Affiliates from any claim of harm resulting from any cause(s) over which we or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions, and disclosure of your private health information that you have provided to third parties through links on our web site.

15. Disclaimers

THIS SITE AND THE SITE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WHILE WE ENDEAVOR TO PROVIDE THE MOST ACCURATE, UP TO DATE INFORMATION AVAILABLE, THE SITE MATERIALS MAY CONTAIN TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MAY BE CHANGED OR UPDATED WITHOUT NOTICE.

USER ACKNOWLEDGES THAT IDT COLLECTS DATA FROM IIP'S TO DISPLAY IN THE AUCTION GENIUS PLATFORMS AND THAT SUCH DATA MAY CONTAIN ERRORS AND OMISSIONS.  IDT IS NOT RESPONSIBLE FOR ANY INFORMATION PROVIDED BY SUCH THIRD PARTIES, IDT DOES NOT GUARANTEE THE CORRECTNESS OF ANY INFORMATION ON THE SITE AND IDT WILL NOT BE LIABLE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR PART BY ITS ACTIONS OR OMISSIONS OR IN PROCURING, COMPILING, COLLECTING, INTERPRETING OR COMMUNICATING ANY SUCH INFORMATION.  USER ACKNOWLEDGES THAT IDT DOES NOT PROVIDE ANY OPINIONS, CONCLUSIONS OR RECOMMENDATIONS REGARDING THE CONDITION, VALUE OR HISTORY OF ANY VEHICLE

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (I) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THIS SITE, THE SITE MATERIALS, OR ANY PRODUCTS, SERVICES OR RESULTS OBTAINED ON OR THROUGH THIS SITE; AND (II) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT REPRESENT OR WARRANT THAT THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND THE SITE MATERIALS IS ENTIRELY AT YOUR OWN RISK.

FURTHER, WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY MAKE WITH AUTO DEALERS OR WITH THIRD PARTIES WHO OFFER PRODUCTS OR SERVICES ON OR THROUGH THIS SITE, AND YOU WILL LOOK SOLELY TO SUCH AUTO DEALERS AND THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR SUCH PRODUCTS OR SERVICES.

16. Limitations of Liability

NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM YOUR USE OF, OR RELIANCE UPON, THIS SITE, ANY SITE MATERIALS, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE. IN THE EVENT OF ANY PROBLEM WITH THIS SITE, ANY SITE MATERIALS, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE, YOUR SOLE REMEDY IS TO CEASE USING THE SITE.    IN NO CASE SHALL IDT BE LIABLE TO ANY USER FOR ANY AMOUNTS IN EXCESS OF ANY SUBSCRIPTION FEES PAID BY SUCH USER TO IDT.

UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, PROPRIETORS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE) ARISING OUT OF USE OF THIS SITE, ANY SITE MATERIALS, ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED ON OR THROUGH THIS SITE, OR PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, this limitation may not apply to you.

17. Indemnity

You will defend, indemnify, and hold harmless IDT and our Affiliates, and our and their respective directors, officers, shareholders, proprietors, partners, employees, agents, representatives, servants, attorneys, predecessors, successors and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (i) your use of this Site, any Site Materials, or any products or services obtained on or through this Site, (ii) any arrangements you make based on information obtained on or through this Site, or (iii) any breach by you of this User Agreement.

18. Governing Law and Selection of Venue

Regardless of the jurisdiction in which you work or reside, this User Agreement is made in the State of Colorado, and will be construed and enforced in accordance with Colorado law (without regard to its provisions governing conflicts of law), as applied to agreements entered into and completely performed in Colorado. Any action arising out of the content of this Site, your use of the Site Materials, or any action to enforce this User Agreement will be brought only in the federal or state courts presiding in Boulder, Colorado, U.S.A., and you expressly agree to be subject to the jurisdiction of such courts. Use of this Site is limited solely to persons who agree to resolve any and all disputes pertaining to this Site in the federal and state courts of Colorado, and such an agreement is an express condition to use of this Site. This Site is controlled and operated by IDT from its offices within the United States. We make no representation that this Site or the Site Materials are appropriate or available for use outside of the United States, and access to this Site or the Site Materials from territories where their contents are illegal is prohibited. Those who choose to access this Site or the Site Materials from locations outside of the United States do so of their own volition and are responsible for compliance with applicable local laws.

19. Notices

All notices to you will be sent to the e-mail address that you provide to us when you register. Such notice will be deemed given one business day after the e-mail is sent. Except as expressly stated otherwise, all notices to us must be sent to info@auctiongenius.net or to the following address:

Innovative Dealer Technologies, Inc.
401 Main Street
Suite 2
Longmont, Colorado 80501

20. Miscellaneous

The following provisions will survive the termination of this User Agreement: 2, 3, 8 through 11, and 13 through 20. Failure to insist on strict performance of any provisions of this User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver of any provision of this User Agreement will be valid unless in writing and acknowledged in writing or electronically by both parties. If any portion of this User Agreement is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect, and the parties will promptly substitute for the invalid provision an enforceable provision which resembles the invalid provision as closely as possible in intent and economic effect. No joint venture, partnership, employment or agency relationship exists between you and IDT as a result of this User Agreement or your use of this Site or any Site Materials. Any rights not expressly granted herein are reserved by IDT. This User Agreement constitutes the entire agreement between you and IDT with respect to your use of this Site and the Site Materials, and supersedes any and all prior understandings or agreements between you and IDT, whether written or oral. You acknowledge that, in providing you access to and use of this Site and the Site Materials, we have relied on your acceptance of this User Agreement.

21. Contacting IDT

If you have any questions about this User Agreement, the Site, or if you would otherwise like to contact IDT, you can do so by sending an e-mail to info@auctiongenius.net or writing to us at:

Innovative Dealer Technologies, Inc.
401 Main Street
Suite 2
Longmont, Colorado 80501

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