Dealer Network Plus - Terms & Conditions

Terms & Conditions

1. General. All information provided to DNP and the use of such information to advertise Vehicles located at the Designated Location through the Website is subject to the terms and conditions set forth in this Agreement. By submitting information to, or accessing information from the Website with the intent to advertise Vehicles or purchase Vehicles advertised on the Website (hereinafter collectively referred to as the “Service”), Dealer agrees to all of the terms and conditions of this Agreement. The terms and conditions of this Agreement and Dealer’s agreement to them represent a binding legal obligation as between Dealer and DNP.

2. Subscription Privileges. Subscription privileges are only available to an automotive dealer who has agreed to be bound by this Agreement and are granted specifically to the subscribing registered Dealer only and relative to the purchase and sale of Vehicles, exclusively, at the Designated Location. Dealer’s rights and responsibilities pursuant to this Agreement may not be assigned, sublicensed, shared, or otherwise transferred to any individual or entity without the express written consent of DNP. In the event that Dealer conducts business at one or more locations other than the Designated Location, Dealer must enter into a Dealer Membership Agreement at each such location in order to utilize the Services at any location other than the Designated Location. Notwithstanding anything contained herein to the contrary, DNP may refuse to provide the Service to Dealer and Dealer’s employees, officers, directors, members, agents, or other representatives in the event Dealer, or any of said individuals, refuse to abide by the terms and conditions of this Agreement or refuse to abide by any other rules or regulations as DNP may adopt and post on the Website, from time to time, all of said rules and regulations, Dealer acknowledges Dealer’s agreement to abide.

3. Submission of Vehicle Information. Dealer will submit all data, descriptions, limitations, conditions, photographs, and other information (“Vehicle Information”) in accordance with and pursuant to DNP’s Advertising Submission Specifications as shall be in effect from time to time. DNP reserves the right to supplement, modify, or amend its Advertising Submission Specifications at any time; provided, however, that Dealer shall not be in default with respect to Dealer’s compliance with this Agreement until Dealer has been advised, in writing, of any supplementation, modification, or amendment to DNP’s Advertising Submission Specifications and after having a reasonable time to so comply. DNP may, in DNP’s sole judgment and discretion, reject or remove from the Website, any advertisement of Dealer’s Vehicle (the “Advertisement”) which is not submitted in the proper format, which is not functional, or which DNP considers unsuitable or inappropriate. No Vehicle shall be listed within an Advertisement without a proper Vehicle Identification Number (“VIN”). DNP reserves the right to require Dealer to submit a copy or an original certificate of title for any Vehicle listed within an Advertisement prior to placing that Advertisement on the Website. DNP reserves the right to refuse to list any Vehicle on the Website if DNP reasonably believes that the VIN for the Vehicle or the certificate of title for the Vehicle contains any irregularities or inconsistencies.
In the event that DNP rejects or removes Dealer’s Advertisement, and, further, in the event Dealer is unable or unwilling to comply with the terms and conditions of this Agreement, or any other rules, regulations, or decisions of DNP with respect to the Service, which such compliance is a prerequisite for accepting or listing Dealer’s Advertisement, then this Agreement as to Dealer’s removed or rejected Advertisement, shall be deemed terminated, except as specifically set forth herein, and Dealer’s sole remedy against DNP shall be to obtain a refund of prepaid fees, if any.
DNP shall have the sole authority to choose the manner in which any Advertisement will be searched, displayed, accessed, downloaded, copied, and otherwise used on the Website, and DNP shall have the right to modify any Advertisement in the exercise of its rights under this Agreement. The accuracy of all information with respect to Dealer’s Advertisement is the responsibility of Dealer. DNP does not warrant the accuracy of any Vehicle Information included in Dealer’s Advertisement and Dealer agrees to indemnify and hold DNP harmless, and DNP’s officers, directors, employees, and agents, from and against any and all claims, damages, or losses by any of them (including, without limitation, actual attorneys fees) as the result of any claim by any person arising out of or related to allegations that Vehicle Information within Dealer’s Advertisement is or was inaccurate, misleading, or incorrect.

4. Term and Termination. The initial term of this Agreement, shall be as stated in Section 16 below. Provided that Dealer is current with respect to all payments due and owing to DNP, and further provided Dealer is not in default with respect to any term or condition of this Agreement, the Term shall be automatically renewed for successive renewal terms of the same duration as the Term (the “Renewal Term”); provided, however, that Dealer may terminate the Term or any Renewal Term upon fifteen (15) days written notice to DNP, in the case of a 4-Month Membership, or sixty (60) days written notice to DNP, in the case of a 12-Month Membership. Dealer shall not be entitled to any refund of any fee paid hereunder as the result of early termination of this Agreement pursuant to this Section 5. Notwithstanding anything contained herein to the contrary, DNP has the immediate right to terminate this Agreement, remove any Dealer Advertisement from the Website, and restrict Dealer’s access to the Website, in the event of any breach by Dealer of this Agreement. Further, this Agreement may be terminated by DNP, and Dealer’s membership cancelled, at any time without cause and in DNP’s sole discretion, upon fifteen (15) days prior notice to Dealer, in which event Dealer shall be responsible for and shall pay in full, all outstanding amounts due and owing by Dealer to DNP within thirty (30) days of DNP’s notice to Dealer of DNP’s cancellation of Dealer’s membership.

5. Prohibited Dealer Behavior. During the term of this Agreement, Dealer shall not collude, conspire, or otherwise enter into any formal or informal, verbal or nonverbal, agreement with another individual or entity who has entered into a Dealer Membership Agreement with DNP (the “Prohibited Activity”) with the intent, directly or indirectly, to avoid payment of Transaction Fees due and payable by Dealer pursuant to this Agreement or due and payable by any other individual or entity who has entered into a Dealer Membership Agreement with DNP. Dealer acknowledges that a material consideration of DNP’s agreement to provide the Services to Dealer is Dealer’s agreement to not perform, undertake, or be a part of any Prohibited Activities. In the event that Dealer violates the terms of this Section 6, then Dealer shall be liable to DNP for all Transaction Fees which would have otherwise been due and owing by Dealer to DNP, arising out of the sale, purchase, or other disposition of a Vehicle in violation of the terms of this Section 6, plus One Thousand Dollars ($1,000.00), for each Vehicle sold, purchased, or otherwise disposed of in a transaction involving Prohibited Activity. In addition to all other sums due and owing from Dealer to DNP pursuant to this Agreement, Dealer shall be responsible for and shall pay to DNP, all of DNP’s costs and expenses, including actual attorneys’ fees, incurred by DNP in enforcing Dealer’s obligations pursuant to this Section 6 and Dealer’s other obligations pursuant to this Agreement, in general.

6. Ownership/License. DNP retains all rights (including Intellectual Property Rights, as defined below), title, and interest, in the Website and all underlying technology and data, including any enhancements and improvements thereto, as a result of providing the Service. Dealer shall use the Website for its own use and shall not allow others to use the Website under or through Dealer’s membership. For purposes of this Agreement, the phrase, “Intellectual Property Rights” shall mean all intellectual property rights (worldwide, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, copyright applications, copyright registrations; (b) rights associated with trademarks, service marks, tradenames, logos, and other applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and any other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing now existing, later filed, issued or acquired.

7. Limitation of Liability and Indemnification. IN NO EVENT SHALL DNP BE LIABLE TO DEALER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT OR THE PROVISION OF OR THE FAILURE TO PROVIDE THE SERVICE. In the event of default or breach by DNP, Dealer’s exclusive remedy, and DNP’s entire liability under this Agreement shall be a refund to Dealer of the fees paid to DNP pursuant to this Agreement, but in no event an amount greater than all amounts paid by Dealer to DNP pursuant to this Agreement during the sixty (60) days immediately prior to the defaulting act or omission alleged to have been committed by DNP. Under no circumstance shall DNP be responsible for any attorneys’ fees incurred by Dealer in enforcing any term or condition of this Agreement or in the enforcement of any other cause of action, relative to the Service, by Dealer against DNP. Dealer shall indemnify and hold DNP harmless, its directors, officers, agents, and employees, from and against any and all liability, loss, damage, cost, expense, claim, suit, or demand, including without limitation, actual attorneys fees, resulting from, arising out of, or connected with, directly or indirectly, the Dealer’s use or application of the Service, the Website, or as the result of any breach by Dealer of any term or condition of this Agreement. Dealer shall indemnify and hold DNP harmless, its directors, officers, agents, and employees, from and against any and all liability, loss, damage, cost, expense, claim, suit, or demand, including without limitation, actual attorneys fees, resulting from, arising out of, or connected with, directly or indirectly, the purchase and sale of any vehicle listed on the website, including, but not limited to, any claims relative to title, odometer tampering, and misrepresentation or fraud with respect to a vehicle’s title, history, or condition.

8. Warranties as to Title. Dealer warrants and represents that with respect to each Vehicle advertised on the Website that Dealer has the right and power to sell and transfer title to said Vehicle, free and clear of all third party claims, liens, or other encumbrances.

9. Warranty Disclaimers. THE ADVERTISEMENTS, THE SERVICE, AND ALL OTHER DELIVERABLES PROVIDED BY DNP TO DEALER PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. DNP MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO (A) THE ADVERTISEMENTS, THE SERVICE, AND ANY OTHER DELIVERABLES, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, AND DNP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; (B) THE DEALER’S ADVERTISEMENT BEING UNINTERRUPTED OR ERROR-FREE; (C) THE RESULTS TO BE DERIVED FROM DEALER’S ADVERTISEMENTS IN REGARD TO LEAD GENERATION, INCREASE IN BUSINESS, OR OTHERWISE; AND (D) THE DEALER’S ADVERTISEMENTS FUNCTIONALITY OR COMPATIBILITY WITH COMPUTER HARDWARE OR SOFTWARE WHICH DEALER OR OTHER THIRD PARTIES MAY USE TO ACCESS THE WEBSITE.

10. Governing Law. This Agreement shall be governed by the laws of the State of Wisconsin, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts located in Waupaca County, Wisconsin for the adjudication of any disputes or claims arising out of and/or related to this Agreement. Any term or condition of this Agreement found to be invalid or unenforceable by a court of competent jurisdiction, shall be severed from the remainder of this Agreement, the balance of which remaining in full force and effect.

11. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and assigns. The rights of this Agreement, except as set forth herein, may not be assigned, sublicensed or otherwise transferred by Dealer without DNP’s prior written consent, which such consent may be withheld by DNP in DNP’s sole discretion.

12. Notices. All notices to Dealer shall be provided by DNP by regular mail or via e-mail at the address set forth below. DNP shall not be responsible for an inaccurate or discontinued address of Dealer. Dealer shall be responsible to notify DNP of any change in Dealer’s mailing or e-mail address. Notice to DNP, for all purposes set forth in this Agreement, must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested, to Dealer Network Plus, Inc.,

13. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

14. Complete Agreement. All of the terms, covenants and conditions of this Agreement between the parties relating to the obligations of the parties and the relationship of the parties are set forth in this Agreement and there are no other warranties, obligations, covenants or understandings between the parties. No amendment, alteration, modification or waiver of all or any part of this Agreement shall be of any force or effect unless in writing and signed by all of the parties hereto.