Use of the DealerBahn.com web site and the applications, services, information and other materials available on and through the web site (such applications, services, information, other materials, and the web site itself shall be referred to collectively as the "Site") is subject to the terms and conditions described below, as well as any other notices, disclaimers, or restrictions posted on the Site (collectively, the "Terms of Use").
READ THESE TERMS OF USE CAREFULLY.
BY USING THE SITE, YOU AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS OF USE. TERMS OF USE MAY BE MODIFIED FROM TIME TO TIME AT DEALERBAHN’S SOLE DISCRETION. YOUR FAILURE TO AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE MEANS THAT YOU ARE NOT PERMITTED TO USE THE SITE.
Any time you enter in a login ID and password on the Site, (1) you represent that you have been authorized to use the Site by either (i) a Dealer Information Administrator ("DIA") employed by a dealership (a "Dealer") that has entered into an access agreement with DealerBahn, LLC., or predecessor in-interest ("DealerBahn"); (ii) a financing source that has entered into an agreement with DealerBahn (a "Financing Source"); (iii) DealerBahn or Optimal Blue; or (iv) a party that has an agreement with DealerBahn, in accordance with the terms of such agreement; (2) you represent that you are an employee or agent of a party described in clause (i), (ii) or (iii) of item (1) above; (3) you represent that you are the user assigned to use the login ID and password that is accessing the Site and (4) you agree to be bound by the Terms of Use.
Use of the Site is restricted to DealerBahn and its authorized users. Unauthorized use of the Site including, but not limited to, unauthorized entry into the Site, misuse of passwords, or misuse of any information within the Site is prohibited. The Site is designed to allow users, Dealers, Financing Sources, and other vendor product companies to transmit information electronically to one another, which may include without limitation, credit application information, contract status information, prospect reports, retail and lease rates, payoff quotes, financing contracts, service and maintenance plans, insurance products, and other products and other information.
INTELLECTUAL PROPERTY
You agree that, DealerBahn and/or its affiliates and/or its licensors shall own all worldwide right, title and interest in and to the Site and any applications, services, text, graphics, multimedia content, or other information, data, content or material available on or through the Site and pages within that domain, and all related code provided through the Site, any modifications, updates, upgrades, copies, derivative works or customizations of the foregoing (collectively, "Materials"), including all worldwide intellectual property rights to the same, including without limitation, all United States, and worldwide patents, patent applications, copyrights, trademarks, trade secrets, rights of publicity and privacy and other proprietary rights. All rights not expressly granted to you herein are expressly reserved to DealerBahn and its affiliates and licensors.
Material from the Site may not be copied, reproduced, distributed or modified, except that you may print and provide credit applications, financing contracts, disclosures, and other materials as expressly provided on the Site for use with Financing Sources, Dealers and/or end-users. Modification of the Materials or use of the Materials for any purpose other than that expressly permitted herein or otherwise on the Site is a violation of copyright and other proprietary rights and the use of any such Material on any other web site or computer environment is strictly prohibited.
You may submit suggestions or comments ("Comments") that will enhance the Site. DealerBahn may, in its sole discretion, decide to incorporate some or all of these Comments into the Site. Notwithstanding anything to the contrary herein, to the extent any portion of the Site, or any versions thereof or enhancements thereto are not deemed owned by DealerBahn, you hereby assign all of your right, title and interest in the Site or any such Comments or enhancements to DealerBahn. You will execute such documents as may be deemed reasonably necessary to accomplish the objectives of this Section. You grant DealerBahn a worldwide, perpetual, nonexclusive, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of any content, data, information or other materials you submit and/or receive through the Site; provided, that, DealerBahn shall do so in accordance with applicable law and/or the applicable agreement between the party that authorized you to use the Site and DealerBahn, if applicable.
TRADEMARKS
"DealerBahn" and the DealerBahn logos as well as other related marks which may appear on the Site ("Marks"), are the service marks and trademarks of DealerBahn and/or its affiliates. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners.
THIRD PARTY CONTENT; THIRD PARTY SITES
DealerBahn is a distributor and not a publisher of information supplied to the Site by you, other users or third parties. Any information, opinions, advice, statements, services, contracts, offers, or other information that is part of the Materials on this Site that is expressed or made available by third parties, including Financing Sources, vendor product companies, credit reporting agencies and/or Dealers or any other user of the Site, are those of the respective authors or distributors and not of DealerBahn.
DEALERBAHN ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS REGARDING THIRD PARTY INFORMATION. It is your responsibility to evaluate and confirm the information, opinions, advice or other Material available through the Site, whether posted or provided by third parties or by DealerBahn.
The Site may contain hyperlinks to other web sites that are not operated by DealerBahn. DealerBahn does not control these web sites and is not responsible for their contents, nor should the existence of such links be construed as an endorsement of the material appearing on such sites or as implying an association between DealerBahn and their operators. Such hyperlinks are provided for your reference only.
USER REPRESENTATIONS, WARRANTIES AND COVENANTS
You represent, warrant and covenant to DealerBahn that
You will comply at all times with all applicable federal, state, provincial and local laws, rules and regulations in your use of the Site and/or your use or disclosure of any data, information or materials you submit to or receive through the Site;
You will not use the Site for any purpose which is improper, unlawful, abusive, harassing, libelous, defamatory, obscene or threatening, or which violates the Terms of Use;
You will not use the Site to obtain the pay-off amount on any financial source's customer's lease or loan account unless you have first received an express authorization from such customer to do so;
You will not, nor will you permit any other person, corporation or entity, without the prior written consent of DealerBahn to: (i) copy, duplicate or grant permission to the Site or any part thereof; (ii) create, attempt to create, or grant permission to the source program and/or object program or code associated with any software component of the Site; (iii) assign, sublicense,
You will not rent, timeshare, loan, lease or otherwise transfer the Site or directly or indirectly permit any third party to use the Site; (iv) decompile or disassemble any software or other component of the Site or any report or document generated therefrom; (v) engage in any reverse engineering; (vi) modify, alter or delete any of the copyright notices embedded in or affixed to the copies of any components of the Site; (vii) export any application provided hereunder or any portion of the Site, or access the Site from outside the United States; or (viii) use DealerBahn's name, URL, trademarks, server, or other materials in connection with, or to transmit, any "spam." For the purposes of this agreement, "spam" has the meaning generally understood among Internet users;
Any transmission of data from your computer equipment or system will be free from (i) intentionally injurious instructions (e.g."viruses") that are designed to modify, damage, delete or disable the Site or any applications thereon; (ii) any hidden passwords that permit unauthorized access to the data or the Site, or (iii) any embedded code that could trigger, shut down or disable the Site;
You have obtained all necessary licenses, releases and consents to grant the rights set forth herein;
You shall have all regulatory approvals, authorizations, licenses, permits, and other permissions, consents and authorities whatsoever needed to use the Site and perform your obligations hereunder; and
You will comply with the security measures set forth below under the heading "SECURITY".
If you are using the Site as an authorized user of a Dealer, you further represent, warrant and covenant to DealerBahn that: Except for the credit applications, contracts and disclosures, payoff information, credit bureau reports and notices relating thereto that are specifically designated by DealerBahn as available to end-users, you will not show or display to any unauthorized person (including any customer), in printed form or in any other manner, any information on or related to the Site;
You will advise each credit applicant of the name and address of the financial institution(s) to whom the applicant's credit application was submitted through the Site upon the credit applicant’s request; and
As required by applicable law, you will either (i) read verbatim or (ii) provide a printed copy of all credit application disclosures and/or notices set forth on the Site to each applicant and obtain each applicant's consent to the terms in such disclosures and/or notices.
NO WARRANTIES
You acknowledge that there are certain security, corruption, transmission error and access availability risks with using open networks such as the Internet and you expressly assume such risks. Because user authentication on the Internet is difficult, DealerBahn cannot and does not confirm any user's purported identity.
THE SITE AND ANY APPLICATIONS, SERVICES, MATERIALS OR INFORMATION CONTAINED WITHIN THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE BASIS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, DEALERBAHN DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM THE COURSE OF DEALING OR PERFORMANCE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND ANY SITE-RELATED SERVICES OR INFORMATION OR MATERIALS.
IN ADDITION, DEALERBAHN DOES NOT WARRANT THAT THE FUNCTIONS ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN OR ON THE SITE WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DEALERBAHN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE SITE OR RESULTS OF THE USE OF THE SITE, SPECIFIC SERVICES OR APPLICATIONS PROVIDED THROUGH THE SITE, OR ANY MATERIALS OR INFORMATION ON THE SITE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, LEGAL COMPLIANCE OR OTHERWISE. YOU (AND NOT DEALERBAHN) ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THESE MATERIALS. UNDER NO CIRCUMSTANCES WILL DEALERBAHN BE LIABLE IN ANY WAY FOR ANY MATERIALS, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR INFORMATION, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS, INFORMATION OR RESULTS POSTED, EMAILED OR OTHERWISE RECEIVED OR TRANSMITTED VIA THE SITE.
NO RENDERING OF LEGAL ADVICE
IN NO WAY DOES ANY DATA, INFORMATION, CONTENT OR MATERIAL PROVIDED THROUGH THE SITE (INCLUDING WITHOUT LIMITATION, ANY CONTRACTS, DISCLAIMERS AND MENUS) CONSTITUTE LEGAL ADVICE. DEALERBAHN IS NOT ENGAGED IN THE PRACTICE OF LAW OR IN PROVIDING LEGAL SERVICES. ACCESS TO, TRANSMISSION OR RECEIPT OF OR RELIANCE UPON CONTRACTS OR OTHER MATERIALS, DATA, CONTENT OR INFORMATION FROM THE SITE DOES NOT CREATE AND IS NOT INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU OR ANY OTHER PERSON AND DEALERBAHN. AS LEGAL ADVICE MUST BE TAILORED TO THE SPECIFIC CIRCUMSTANCES OF EACH CASE, AND LAWS ARE CONSTANTLY CHANGING, NOTHING PROVIDED HEREIN SHOULD BE USED AS A SUBSTITUTE FOR THE ADVICE OF COMPETENT COUSEL LICENSED IN THE APPLICABLE JURISDICTION WITH REFERENCE TO THE PARTICULAR CIRCUMSTANCES.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL DEALERBAHN, ITS AFFILIATES OR ITS SUBSIDIARIES, OR THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SPONSORS, AND OTHER PARTNERS OF EACH BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE SERVICES AVAILABLE ON THE SITE, INFORMATION CONTAINED WITHIN THE SITE, OR RELIANCE ON ANY INFORMATION, MATERIALS OR RESULTS PROVIDED TO OR RECEIVED THROUGH THE SITE, EVEN IF DEALERBAHN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DEALERBAHN'S LIABILITY, IF ANY, RESULTING FROM YOUR USE OF THE SITE IS GOVERNED BY THE APPLICABLE AGREEMENT BETWEEN THE PARTY THAT AUTHORIZED YOU TO USE THE SITE AND DEALERBAHN, IF ANY. ANY LIABILITY THAT DEALERBAHN MAY HAVE PURSUANT TO SUCH AGREEMENT WOULD BE TO THE PARTY THAT AUTHORIZED YOU TO USE THE SITE AND NOT YOU PERSONALLY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES, APPLICATIONS, MATERIALS OR INFORMATION IS TO STOP USING THE SITE AND/OR THOSE SERVICES, APPLICATIONS, MATERIALS OR INFORMATION.
INDEMNITY
You agree to indemnify, defend and hold DealerBahn and its subsidiaries, affiliates, and the respective officers, directors, agents, partners, sponsors, employees and independent contractors of each harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content, data, materials or information you submit, post to or transmit to or through the Site, your use of the Site or reliance upon any Materials provided through the Site, your connection to the Site, your violation of the Terms of Use, your use or disclosure of any content, data, materials or information received through the Site, your negligence, omissions or misconduct, your violation of any rights of another party, or your participation in or conducting of any transaction (or failure to conduct or complete a transaction) through the Site. This provision shall survive the expiration or termination of the Terms of Use and the applicable access agreement, lender agreement or other agreement between the party that authorized you to use the Site and DealerBahn, if any.
CONFIDENTIAL INFORMATION
"Confidential Information" shall mean the nonpublic and/or proprietary information revealed by DealerBahn, including without limitation all forms and types of financial, business, scientific, technical, economic or engineering information of DealerBahn, and including without limitation, the applications provided through the Site. You agree to keep all Confidential Information acquired from DealerBahn, whether in connection with your use of the Site or otherwise, confidential. You shall not use the Confidential Information except as expressly provided herein, and you shall not disclose the Confidential Information without express written permission from DealerBahn. All Confidential Information shall remain the property of DealerBahn and shall not in any manner be deemed licensed or transferred to you. You shall return or destroy all Confidential Information on DealerBahn's request, upon the termination of the Terms of Use, upon termination of your rights to use the Site, or upon termination of the access agreement or lender agreement under which you are authorized to use the Site.
You shall comply with all privacy and data protection laws, rules and regulations which are or which may in the future be applicable to your use of the Site or any applications, data or information provided on or through the Site. Without limiting the generality of the foregoing sentence, you agree that you will not use or disclose to any other party any nonpublic personal information which you receive in connection with the Terms of Use or through the Site, except as expressly permitted in the Terms of Use or by applicable law.
You acknowledge and agree that: (a) irreparable injury will result to DealerBahn in the event of a breach by you of this obligation of confidentiality, (b) DealerBahn's remedy at law for such breach is inadequate and (c) DealerBahn, in addition to any money damages for any such breach, shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages, and that DealerBahn shall not be required to post bond as a condition of such relief. This provision shall survive the expiration or termination of the Terms of Use and the applicable access agreement, lender agreement or other agreement between DealerBahn and the party that authorized you to use the Site.
SECURITY
USE OF THE SITE IS RESTRICTED TO DEALERBAHN AND ITS AUTHORIZED USERS. UNAUTHORIZED USE OF THE SITE INCLUDING, BUT NOT LIMITED TO, UNAUTHORIZED ENTRY INTO THE SITE, MISUSE OF PASSWORDS, OR MISUSE OF ANY INFORMATION WITHIN THE SITE IS STRICTLY PROHIBITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS A VIOLATION OF THE TERMS OF USE TO LOG ONTO THE SITE WITH A LOGIN ID AND PASSWORD THAT WAS NOT ASSIGNED TO YOU PERSONALLY. YOU AGREE TO KEEP YOUR LOGIN ID CONFIDENTIAL AND TO IMMEDIATELY NOTIFY DEALERBAHN IF YOU LEARN THAT THE SECURITY OF YOUR LOGIN ID AND/OR PASSWORD HAVE BEEN COMPROMISED AND/OR IF YOU SUSPECT THAT ANYONE OTHER THAN YOURSELF HAS ACCESSED THE SITE WITH YOUR LOGIN ID AND PASSWORD.
You agree not to use any functions on the Site which you are not authorized to use. Without limiting the generality of the foregoing, you agree not to use the Site to obtain credit information in any manner that would violate applicable federal, state or local laws.
You agree to access and/or enter information on the Site with respect to the entity by which you are employed only, and not to access any other entity's information.
MODIFICATION OR TERMINATION OF THE SITE
DealerBahn reserves the right to withdraw, suspend or discontinue at any time and from time to time the Terms of Use, any Materials available on the Site and any functionality or features in or on the Site, including the cessation of all activities associated with the Site, th or without notice. DealerBahn reserves the right to change or modify the Terms of Use at any time. Any change or modification made by DealerBahn will be effective immediately upon posting on the Site and your continued use of the Site means that you have agreed to accept any changes or modifications made by DealerBahn. DealerBahn recommends that you revisit this web page from time to time. Not all Materials are available in all geographic areas. DealerBahn may, from time to time, introduce new Materials to the Site or modify or delete existing Materials. By using new Materials, such as new services, you agree to be bound by the rules concerning these Materials.
LIMITED DISTRIBUTION AND TERRITORIAL CONSIDERATIONS
This Site is controlled and operated by DealerBahn from its offices within the State of Texas, U.S.A. DealerBahn makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of or access to the Site shall not be construed as the purposeful intent to provide benefits or privilege of doing business in any state other than the State of Texas by DealerBahn.
GOVERNING LAW AND JURISDICTION
The Terms of Use shall be governed by, construed and enforced in accordance with the laws of the State of Texas, as it is applied to agreements entered into and to be performed entirely within Texas and without giving effect to any principles of conflicts of laws.
You agree that any legal lawsuit or other action brought by DealerBahn, you or any third party to enforce this agreement, or in connection with any matters related to this Site, shall be subject only to the jurisdiction of the state or federal courts located in either Tarrant County, Texas and you hereby expressly waive any challenge to the jurisdiction or venue of such courts.
