DEALER SERVICES AGREEMENT
TERMS AND CONDITIONS
Last Updated: October 26, 2020
KMCB Enterprise LLC and its affiliates (“Car Coin Market”) operates the website www.carcoinmarket.com (together with any related mobile sites and/or applications, the “Website”). These terms and conditions govern the relationship between Car Coin Market and each automobile dealer (each, a “Dealer”) whose Inventory Data (as defined below) is posted to the Website.
Terms and Conditions
- Inventory Data License. Dealer grants to Car Coin Market a perpetual, worldwide, irrevocable, royalty-free, transferable, sub-licenseable, non-exclusive license to access, edit, store, distribute, use, copy, display, transmit, broadcast, make available, adapt, prepare derivative works of, and otherwise use the Inventory Data, and for unlimited and unrestricted access, printing and use by end users who access the Inventory Data through the Website (“Users”). “Inventory Data” means information and images relating to new vehicles and used vehicles made available to Car Coin Market by Dealer directly or through an intermediary, including, but not limited to, vehicle identification number, make, model, year, location, vehicle description (trim, specifications, mileage, etc.), price, comments, and photographs and other imagery. Car Coin Market reserves the right to edit or reject any Inventory Data or portion thereof from display on the Website in its sole discretion and without notice to Dealer. Dealer acknowledges that Car Coin Market is a website provider and is not responsible for the Dealer’s Inventory Data, unless explicitly stipulated by applicable law. Dealer shall be solely responsible, at its own risk and expense, for (and Car Coin Market shall have no liability in connection with) ensuring the accuracy, legality and integrity of the Inventory Data provided to Car Coin Market. Dealer will immediately inform Car Coin Market if Dealer becomes aware of illegal contents in its Inventory Data in accordance with applicable law. Car Coin Market may exclude or remove any portion of Dealer’s Inventory Data from the Website for no reason or for any reason, including: (i) if Dealer has received Leads equaling the maximum number of permitted Leads during the applicable measurement period, each as determined by Car Coin Market in its sole discretion, and (ii) if Car Coin Market determines, in its sole discretion, that the inventory prices or content do not conform with these terms and conditions.
- Indemnification. Dealer shall, at its own expense and on demand, indemnify, defend, and hold Car Coin Market and its affiliates and each of their respective officers, directors, employees, legal representatives, agents, contractors, licensees, successors and assigns (the “Car Coin Market Indemnitees”), harmless from and against any and all judgments, settlements, awards, demands, claims, damages, costs, losses and/or liabilities of any kind (including reasonable legal fees and other litigation costs), in connection with any third-party claims or regulatory enforcement actions alleging that the Inventory Data or the use by Car Coin Market thereof infringes or otherwise violates a third party’s intellectual property, contractual or other proprietary rights, including the rights of publicity and privacy, or violates any law or regulation. In connection with the foregoing indemnification obligation, Dealer may not accept any settlement that does not provide the Car Coin Market Indemnitees with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the Car Coin Market Indemnitees without Car Coin Market’s’ prior written consent. The Car Coin Market Indemnitees may in their sole discretion participate in the defense of any claim through their own counsel, and at their own expense.
- Effective Date, Term and Termination. These terms and conditions have effect from when Car Coin Market first receives Inventory Data from or for the benefit of Dealer and continues until all obligations under these terms and conditions have been fulfilled. Car Coin Market has the right to stop receiving and posting Inventory Data from or for the benefit of Dealer at any time.
- Miscellaneous. These terms and conditions are for the benefit of Car Coin Market and its affiliates, successors, assigns and licensees. Dealer may not assign any of its rights hereunder without the prior written consent of Car Coin Market. Any assignment by Dealer in violation of the foregoing shall be null, void and of no effect. Except as otherwise provided herein, these terms and conditions shall be governed by and interpreted in accordance with the laws of the Commonwealth of Delaware.