This Agreement is between , Inc. and the subscribing partner (the “Partner”) and establishes the terms and conditions for the Partner’s use of the Dealer or Reseller (the “Program”). Under the Program, , Inc. will provide the Partner with NMVTIS Vehicle History Reports (the “Product”) for resale as specified in this Agreement. 1. Payment & Fees
1.1. , Inc. grants the Partner the right to purchase wholesale quantities of the Product for use or resale.
1.2. The Partner prepays report credits, with the cost of each purchase dependent on the quantity of that purchase. Credits do not expire.
1.3. , Inc. reserves to the right to charge any transaction fees, taxes, and other fees to cover the cost associated with delivering payment.
1.4. Payments sent to are non-refundable with the following exceptions: (a) unused credits can be refunded within 30 days of payment, (b) accidental payment, (c) as agreed upon by a representative of in writing.1.5. The pricing structure is subject to change without advanced notice, at which time both parties will have the option to reimburse payments for any unused balance of credits. 2. NMVTIS Requirements
2.1. In order to ensure adequate technical and marketing support to end users, eligibility for the Partner to begin marketing and reselling the Product to the public is subject to testing, audit, and approval by , Inc. and the American Association of Motor Vehicle Administrators (“AAMVA”).
2.2. The Partner agrees that any agreements that it may enter into with vendors or sub-Partners relating to providing NMVTIS Consumer Access shall include a provision in which such vendors would also be subject to audit by representatives of AAMVA.
2.3. The Partner shall have no ownership rights to any NMVTIS data except to the extent that the Partner obtains separate authorization.
2.4. The Partner agrees to prominently disclose to all eligible users the the NMVTIS Consumer Access Disclaimer
(including such modifications to this disclaimer as are furnished). 3. Relationships
3.1. The Partner is an independent contractor engaged in purchasing , Inc. products for its own use or for resale to its customers. The Partner is not an agent or legal representative of , Inc. for any purpose, and has no authority to act for, bind, or commit , Inc..
3.2. The Partner has no authority to make any commitment on behalf of , Inc. with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications.
3.3. The Partner will not represent itself in any way that implies the Partner is an agent or branch of , Inc.. The Partner will immediately discontinue any representation or business practice found to be misleading or deceptive by , Inc. upon notice. 4. Term, Limitations, Termination
4.1. This Agreement is effective as of acceptance and shall continue in force until terminated by the Partner or , Inc. as provided in this Agreement.
4.2. , Inc. or the Partner may terminate this Agreement without cause at any time upon written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.
4.3. , Inc. may give the Partner written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement within 7 days from the date of the notice, unless otherwise specified in the notice. 5. Product Changes
5.1. , Inc. does not represent that it will continue to provide any particular product or service indefinitely or even for any specific period. , Inc. specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease providing or supporting it.
5.2. The Partner is encouraged to advertise and promote the sales of , Inc. products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, web advertising, etc. , Inc. must approve all such materials that use ‘s name or trademarks. 6. Limitation of Liability
6.1. Under no circumstances, including any infringement claims, shall , Inc. be liable to the Partner or any other party for any re-procurement costs, lost revenue or profits or for any other special, incidental or consequential damages, even if , Inc. has been informed of such potential loss or damage.
6.2. The Partner does hereby indemnify, defend, and hold harmless , its officers, directors, employees, agents and independent contractors with respect to any liability, claim or loss, whether alleged by the Partner, any customer of the Partner, or any third party, arising in connection with the connection to or provision of information from NMVTIS. This indemnification shall survive the termination of this Agreement.
6.3. Neither , Inc. nor the Partner shall have any liability to any party by reason of any delay or failure to perform any obligation or event occasioned by any act of God, force majeure, storm, fire, casualty, work stoppage, strike, lockout, labor dispute, civil disturbance, equipment failure, riot, national emergency, act of government, act of public enemy, mechanical or technical failure or other causes of similar or dissimilar nature beyond its or their control. 7. Use of , Inc. Trademarks
7.1. The Partner acknowledges the following: (a) , Inc. owns all right, title and interest in the , Inc. names and logotypes. (b) The Partner will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with , Inc..
7.2. During the term of this Agreement, the Partner may indicate to the public that it is an “Authorized Partner” of the , Inc. products. The Partner may also use the , Inc. trademarks and tradenames to promote and solicit sales or licensing of , Inc. products if done so in strict accordance with , Inc.’s approval.7.3. At the termination of this Agreement, the Partner shall immediately discontinue any use of the Product and , Inc. names or trademarks. 9. Proprietary Information
9.1 , Inc. and Partner shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for five years beyond the termination of this Agreement.
9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to , Inc.. 11. Compliance with Laws
The Partner agrees to comply with all laws and regulations that are applicable to the business that Partner transacts. The Partner agrees to indemnify and hold , Inc. harmless for all liability or damages caused by the Partner’s failure to comply with the terms of this provision.