<%@ Page Language="VB" Debug="True" %> <%= pTitleStr %> - Inventory Terms & Conditions

This DEALERGENIUS.com Inventory Terms of Use Agreement between User and DEALERGENIUS.COM governs the terms and conditions of use for the DEALERGENIUS.COM-hosted DealerGenius.com Inventory Internet website service (the "Service" or "Auction").  Motor vehicles listed on this website (the "Website" or the "Site") may include those (1) currently owned by registered users of DEALERGENIUS.COM; (2) in the possession of registered users of DEALERGENIUS.COM, whether franchise dealers, independent retail dealers, wholesalers or finance / leasing companies (3) currently owned by motor vehicle dealers or other owners ("Third-Party Owned" vehicles) that are being offered for sale on DealerGenius.com Inventory on behalf of Third-Party Owners, including, but not limited to: (a) new vehicle dealers, (b) domestic brand or import franchise new vehicle dealers, (c) independent, non-franchised dealers, (d) motor vehicle leasing and rental companies and (e) financial and lending institutions (together, the "Vehicles").  The particular terms and conditions of the Service will be established by DEALERGENIUS.COM from time to time, in its sole and absolute discretion.  By clicking on the "I Accept" button at the end of this Agreement, User agrees to the terms and conditions described below.  User should contact the local DEALERGENIUS.COM branch office with any questions regarding the Service.
 
1. Eligibility.  User is a properly constituted and legally maintained business entity, and properly-licensed motor vehicle dealer, operating in compliance with all relevant laws, rules and regulations of the jurisdictions in which it is located and conducts business.  Users may include, but are not limited to, motor vehicle dealers, auctioneers, leasing, and rental companies.  No retail customer may access, use, or attempt to purchase Vehicles through the Service.  User has created a User profile with DEALERGENIUS.COM.  User must be current and in good standing with DEALERGENIUS.COM.  If User's Vehicle purchases are financed by a third-party (the "User Financier"), user must be current and in good standing with User Financier.  User is an invitee to the Site and Service, and DEALERGENIUS.COM reserves the right, in its sole discretion and without advance notice, to deny access to anyone for any reason not inconsistent with applicable law.  DEALERGENIUS.COM reserves the right to limit the number of Vehicles User can acquire at DealerGenius.com Inventory or the amount of money User owes to DEALERGENIUS.COM for any duration of service, or number of vehicles sold.  Cross-line buying rules (i.e. manufacturer's restrictions, based on model-year and/or mileage, on selling particular vehicles to non-franchised Users) may apply to certain Vehicles.
 
2. Fees.  A DEALERGENIUS.COM Service Fee (the "Service Fee") will be assessed on each and every Vehicle acquired by User, or this Service Fee will be based on a monthly fee, or a combination of both.  The Service Fee will be in the amount that is stated on the Site as of day of Vehicle purchase.  The Service Fee includes expenses for: providing and maintaining the online marketplace for buyers and sellers (collectively referred to as ‘Users’).  All applicable taxes and title and license fees (the "Titling Fees") for any Vehicle purchased are the responsibility of the User.  DEALERGENIUS.COM may, in its sole discretion and at any time, add, delete or change some or all of DEALERGENIUS.COM fees, and the time of payment.
 
3. Tax Exemption Certificate Statement.  User certifies that any Vehicles(s) purchased are for resale purposes only.  In the event the Vehicle(s) purchased are used for any purpose other than for resale, User will pay directly to the proper taxing authorities such sales or use tax as may then accrue and become payable.  User also certifies that it holds a retail sales tax registration certificate, license, or other permit issued by the sales tax authority of the state(s) where User is physically located.
 
4. Transactions and Payment.  DEALERGENIUS.COM is a match-making and lead generation service only.  No transactions are brokered by DEALERGENIUS.com.  The completion of transactions and payment for vehicles are the sole responsibility of the Buyers and Sellers who are connected via the service.  DEALERGENIUS.com is not responsible for the completion of transactions or payments between transacting dealers.
 
5. Failure to Complete a Transaction.  DEALERGENIUS.COM is not involved in the actual vehicle transaction between site users.  DEALERGENIUS.COM is not responsible for failures to complete a transaction agreed to through the DEALERGENIUS.COM Inventory Services.  All agreements and transactions must be agreed to by the Buying and Selling Parties via normal offsite communications including, but not limited to telephone, fax, e-mail, text message, etc.  While all Buyers and Sellers agree that the data they provide through the DEALERGENIUS.COM Inventory Service is correct and true, inaccuracies or falsehoods in supplied data, resulting in the failure to complete a transaction, are not the fault nor responsibility of DEALERGENIUS.COM.  Agreements to purchase or trade vehicles via DEALERGENIUS.COM should be not be considered a legally binding contract.  Connections made for specific vehicles via DEALERGENIUS.COM Inventory Services should be considered leads.  It is the sole responsibility of the Buying and Selling Parties to negotiate and agree upon the actual terms of any transactions.  DEALERGENIUS.COM is NOT responsible for Buyers or Sellers agreeing to purchase vehicles they cannot afford, or any deals that cannot be completed or any reason.
 
6. Available Vehicles.  DEALERGENIUS.COM does not guarantee that Vehicles listed will be available for purchase.  Some Vehicles may be unavailable for various reasons including, but not limited to, a retail customer that purchases the Vehicle at the seller’s new car dealership, or a Vehicle may have been stolen, damaged, destroyed, lost, confiscated, redeemed or inadvertently retailed. Before making arrangements to take possession of a Vehicle, User should call Vehicle location to confirm present availability.
 
7. Shipping.  Buying User must pay all shipping and transportation costs for a purchased Vehicle.
 
8. Term and Termination.  DEALERGENIUS.COM reserves the right, at its sole discretion, to terminate the Service and Site at any time and without prior notice.
 
9. System Integrity; Confidentiality of User I.D. and Password.  User may not use any device, software, unauthorized human intervention or routine to interfere or attempt to interfere with the proper working of the DEALERGENIUS.COM DealerGenius.com Inventory Website, Service, or any auction DEALERGENIUS.COM is conducting.  User may not take any action that imposes an unreasonable or disproportionately large load on the DEALERGENIUS.COM infrastructure. User may not improperly use, disclose to, or share with any third parties User's DealerGenius.com Inventory ID or password. User is solely responsible for any authorized or unauthorized use of User I.D. or password.
 
10. Force Majeure and External Forces.  The operation of the Site may be affected by factors and external forces outside its control, including, without limitation, Internet traffic, system failure, and third-party service failure.  DEALERGENIUS.COM is not responsible for interruption of Service.  In no event will DealerGenius.com Inventory or DEALERGENIUS.COM have any liability, (including, without limitation, direct, indirect, consequential, special, exemplary, incidental or otherwise), for any failure of Auction to perform in any way, to the extent that any such failure results from factors or external forces outside of its control.
 
11. No Website Warranty.  DEALERGENIUS.COM PROVIDES THE DEALERGENIUS.COM INVENTORY WEBSITE AND SERVICE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED.  DEALERGENIUS.COM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  DEALERGENIUS.COM DOES NOT WARRANT VEHICLE INFORMATION OR VEHICLE CONDITION.
 
NOTHING SET FORTH IN THIS AGREEMENT WILL BE DEEMED TO GUARANTEE OR WARRANT CONTINUOUS, TIMELY, SECURE, OR ERROR FREE OPERATION OF THE AUCTION.  DEALERGENIUS.COM DOES NOT IN ANY WAY WARRANT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE AUCTION OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE AUCTION.
 
DEALERGENIUS.COM IS NOT RESPONSIBLE FOR, AND DOES NOT GUARANTEE OR WARRANT, THE CONTENTS OF THIRD-PARTY OWNED VEHICLE POSTINGS NOR ANY "COMMENTS" ACCOMPANYING SUCH POSTINGS.  ANY DEALER, AND/OR OEM MANUFACTURER INCENTIVES, PROMOTIONS OR GIFTS OFFERED, WITH OR WITHOUT DEALERGENIUS.COM'S CONSENT, BY THIRD-PARTY OWNERS TO POTENTIAL OR ACTUAL VEHICLE PURCHASERS ARE THE SOLE RESPONSIBILITY OF SUCH THIRD-PARTY OWNERS, AND DEALERGENIUS.COM HAS NO RESPONSIBILITY WITH RESPECT TO ANY SUCH OFFERS, PROMOTIONS AND GIFTS.
 
12. No Vehicle Warranty.  Notwithstanding anything in this Terms of Use Agreement to the contrary, Seller and Buyer agree vehicle warranties are only manufacturer warranties as provided by manufacturer for the sale of a new vehicle – NO OTHER WARRANTIES WILL APPLY TO ANY VEHICLE FOR SALE.
 
13. Vehicles Subject to Open Recall.  From time to time, Vehicles are subject to recall campaigns initiated by the manufacturers of them ("Recall").
A. User agrees that any Vehicles it acquires will be repaired in accordance with the Recall campaign manufacturer-issued service bulletin before it is resold, redelivered or operated, regardless of whether any or all Recall campaigns are disclosed to Buyer through DealerGenius.com Inventory.  Buyer hereby agrees to indemnify and hold harmless DEALERGENIUS.COM, and any of their employees and representatives for any loss or damage that occurs to you or to any third party as a result of the failure to effectuate any Recall repairs.
B. DEALERGENIUS.COM bears no responsibility for its or Third-Party Owner's failure to effectuate the Recall repairs. All the provisions of this Agreement, including Sections 16, 17, 19 and 20, also apply.
 
14. Exculpation.  USER AGREES TO EXCULPATE DEALERGENIUS.COM, ITS EMPLOYEES, AGENTS AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (INCLUDING ACTUAL, COMPENSATORY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES), COSTS, EXPENSES, SUITS AND LIABILITIES, (COLLECTIVELY, THE "CLAIMS"), INCLUDING THE PAYMENT OF REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO ITS USE OF OR PARTICIPATION IN DEALERGENIUS.COM INVENTORY, INCLUDING ANY CLAIMS ARISING FROM OR RELATED TO USER'S SALE OF USER-OWNED VEHICLES ON DEALERGENIUS.COM INVENTORY.
 
15. Limit of Liability.  IN NO EVENT IS DEALERGENIUS.COM LIABLE TO USER FOR LOST PROFITS OR ANY SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR NATURE WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
 
16. Agreement Modifications.  This Terms of Use Agreement supersedes any prior or conflicting version of it or any other agreement between User and DEALERGENIUS.COM that specifically covers the subject matter hereof. Without any advance notice, DEALERGENIUS.COM, from time to time and in its sole discretion, may modify this Terms of Use Agreement by posting a new one on the Website.
 
17. Notice.  Any notice to User may be made by e-mail or fax. DEALERGENIUS.COM will address notices that it e-mails or faxes to User to the e-mail and fax numbers that User provides DEALERGENIUS.COM.  Notice is deemed given 24 hours after a fax or e-mail is sent, unless DEALERGENIUS.COM is notified that the transmission was incomplete or the delivery otherwise failed.  DEALERGENIUS.COM may also give notice of changes to these terms and conditions by posting notice on the Website.
 
18. Agency.  No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement or otherwise.
 
19. Governing Law; Jurisdiction.  THIS AGREEMENT, AS WELL AS ANY SALES AND SALES CONTRACTS CREATED AND GENERATED THROUGH THE USE OF THE SERVICE, IS GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF PENNSYLVANIA, WITHOUT REGARD TO CONFLICT OF LAW RULES.  ANY ACTION OR PROCEEDINGS BY DEALERGENIUS.COM OR AUCTION AGAINST USER MAY BE BROUGHT BY DEALERGENIUS.COM IN ANY COURT(S) HAVING JURISDICTION OVER USER OR, AT DEALERGENIUS.COM'S OPTION, IN THE COURT(S) IN PENNSYLVANIA HAVING JURISDICTION OVER THE ALLEGHENY COUNTY, PENNSYLVANIA LOCATION OF DEALERGENIUS.COM, IN WHICH EVENT USER CONSENTS TO JURISDICTION AND SERVICE OF PROCESS IN ACCORDANCE WITH APPLICABLE PROCEDURES.  ANY ACTION OR PROCEEDING BY USER AGAINST DEALERGENIUS.COM OR AUCTION MAY BE BROUGHT BY USER ONLY EITHER IN THE COURT(S) HAVING JURISDICTION OVER THE PRINCIPAL GEOGRAPHIC LOCATION OF USER OR IN THE COURT(S) HAVING JURISDICTION OVER THE ALLEGHENY COUNTY LOCATION OF DEALERGENIUS.COM.
 
(Note: "DEALERGENIUS.COM" and logo are registered marks of DEALERGENIUS.COM and X7 TECHNOLOGIES CORPORATION)