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
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
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
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.
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.
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,
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