CPS LEAD MANAGER WEBSITE USER AGREEMENT
This Website was designed by and is owned and hosted
by MH Sub I, LLC dba Auto Credit Express ("CPS LEADS"), a Michigan corporation located
at 3252 University Drive, Suite 250 Auburn Hills, Michigan 48326.
General
CPS LEADS hosts the CPS Lead Manager website (hereinafter
"CPS LM"), a pay for access/use
website through which Users may access CPS LMSM
software modules related to Applicants, Inventory Management,
Lenders, Deal Structure and Reports. This User Agreement
sets forth the terms and conditions governing the access
and use of the CPS LMSM website by you, the User.
IF YOU THE USER LOG IN, OR OTHERWISE ACCESS THE CPS LMSM
WEBSITE, USER AGREES TO COMPLY WITH THE APPLICABLE TERMS AND
CONDITIONS OF THIS USER AGREEMENT.
Intellectual Property
The CPS LMSM website is owned and operated by CPS LEADS. Copyright
in the CPS LMSM website, and any data stored thereon
(with the exception of vehicle inventory data uploaded onto
the website by User), and in the screens displaying the pages
of the website, and in the information and material displayed
therein, and in their arrangement and "look and feel", and
any printed materials related thereto is owned by or licensed
to CPS LEADS or its affiliates unless otherwise indicated. User
acknowledges that the term "CPS LMSM" is a trademark of
CPS LEADS. Further, elements of the CPS LMSM website are
protected by trademark, copyright, trade dress and other
laws and may not be imitated in whole or in part on other
websites.
Permitted Commercial Use
Each User of the CPS LMSM website is permitted to make
only limited commercial use of the information contained on
the CPS LMSM website. Specifically, each User of the
CPS LMSM website is permitted to use information from
the CPS LMSM website in connection with the User's
offering of vehicles for sale to the public. However, a
User is not permitted to use the CPS LMSM website or
information thereon in conjunction with a product or a
service that is competitive with the CPS LMSM website,
or for any other purpose, such as demonstrating a User's
own product to a customer or a potential customer.
Permission is granted to electronically copy and to print
hard copy portions of materials on the CPS LMSM website
only as described below or elsewhere on this site. Any other
use of materials on this site, including but not limited to,
reproduction for purposes other than those noted on our site,
modification, transmission, display, distribution or
republication, without the prior written permission of CPS LEADS
is strictly prohibited.
Unauthorized Use of Information and Materials.
Unauthorized use of the CPS LMSM website and CPS LEADS's
systems, including but not limited to unauthorized entry
into CPS LEADS's systems, misuse of passwords, or misuse of
any information posted on the CPS LMSM website, is
strictly prohibited. A User is not permitted to use
"web crawlers" or other types of software or hardware
technology to automatically download large amounts of
data or materials from the CPS LMSM website.
Website Content
Some content in the CPS LMSM website is provided by third
parties. Such third parties may include, but not be limited to
the National Automobile Dealers Association (N.A.D.A) and Kelley
Blue Book. CPS LEADS is not responsible for the content of this third
party data, nor is CPS LEADS responsible for the completeness or accuracy
of any such data. In certain instances, Authorized Users of the
CPS LEADS website may add their own content to the site. Such content
is solely the responsibility of the party providing the content.
CPS LEADS is not responsible in any way for such data, and CPS LEADS does not
review such content in any way, including, without limitation,
screening such content for the presence of computer viruses.
Data Storage
The CPS LMSM website and its associated servers may be used
by User to store certain data related to User's business (e.g.,
vehicle inventory information and user's customer or lead
information). CPS LEADS is not responsible for the completeness or
accuracy of any such data entered into the CPS LMSM website
and its associated servers by User. CPS LEADS will make reasonable
efforts to protect and backup data on the CPS LMSM website
for User on a regular basis. However, CPS LEADS IS NOT RESPONSIBLE FOR
ANY DATA OF USER RESIDING ON THE CPS LMSM WEBSITE AND ITS
ASSOCIATED SERVERS. The User, not CPS LEADS, is ultimately and solely
responsible for the User's data stored on the CPS LMSM
website and its associated servers.
Links
If, when on the CPS LMSM website, User is linked to other
websites, these websites are not operated by CPS LEADS, and User may
be required to agree to additional terms and conditions in
order to access information or services from these websites.
Indemnification
User agrees to defend, indemnify and hold harmless CPS LEADS and any
of its directors, officers, agents and employees from and
against any and all third party claims and all liabilities,
assessments, losses, costs or damages resulting from or arising
out of or related to (i) any breach by User of any term or
condition of this User Agreement or (ii) User's engagement in
any transactions on or use of the CPS LMSM website including,
without limitation, any disputes between User and another User or
any other party and any other claims arising out of or in any way
connected with any transactions conducted via the CPS LMSM
website. If any such action shall be brought against any
indemnified party, they shall notify User in writing and User shall
assume and control the defense and settlement of each such action,
including the employment of counsel and payment of all expenses.
Any indemnified party shall also have the right to employ separate
counsel in any such action and participate in the defense, at their
own cost.
Termination
CPS LEADS, at its sole discretion, may immediately terminate User's use of
the CPS LMSM website as a result of any violation of the
USER AGREEMENT by User.
DISCLAIMER OF WARRANTIES
ACCESS TO THE CPS LMSM WEBSITE AND ITS CONTENT, PRODUCTS AND
SERVICES IS PROVIDED "AS IS." CPS LEADS DOES NOT MAKE ANY WARRANTIES OR
REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY,
QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE
CPS LMSM WEBSITE OR ITS CONTENT, PRODUCTS OR SERVICES. THE USER
ASSUMES ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE SERVICES WILL
BE ERROR-FREE, FREE OF VIRUSES OR UNINTERRUPTED. CPS LEADS IS NOT
RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN,
CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER
TELECOMMUNICATIONS CARRIERS' OR OTHER PROVIDERS' FACILITIES. CPS LEADS HAS
NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATION LINKS. USER
ACKNOWLEDGES THAT SUBSTANTIAL AMOUNTS OF THE CONTENT OF THE WEBSITE
ARE PROVIDED BY THIRD PARTIES, AND CPS LEADS HAS NO CONTROL OVER, OR
LIABILITY FOR ANY SUCH CONTENT. UNDER NO CIRCUMSTANCES WILL CPS LEADS BE
RESPONSIBLE FOR THE USE BY USER OF, OR RESULTS ACHIEVED BY USER FROM
THE CPS LMSM WEBSITE OR ANY DATA ACCESSED THROUGH THE
CPS LMSM WEBSITE.
LIMITATION OF LIABILITY
CPS LEADS SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DIRECT,
SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCURRED
ARISING OUT OF THE USE OR THE INABILITY TO USE THE CPS LMSM
WEBSITE, OR OUT OF ANY BREACH OF A REPRESENTATION OR WARRANTY,
REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION,
EVEN IF CPS LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
IN NO EVENT SHALL CPS LEADS BE LIABLE FOR DAMAGES FOR ANY CAUSE OR BASED
ON ANY MATTERS ARISING FROM THIS USER AGREEMENT IN EXCESS OF THE
TOTAL AMOUNT PAID IN DURING THE PRECEDING TWELVE MONTHS OF SERVICE
BY USER TO CPS LEADS UNDER THIS USER AGREEMENT OR ANY PURCHASE ORDER
RELATING TO THE USE OF THE CPS LMSM WEBSITE THAT USER MAY
HAVE WITH CPS LEADS.
General Compliance with Laws
User agrees to comply fully with all applicable laws, statutes,
ordinances, rules and regulations, and agree not to use our website
to facilitate collusion or for any other conduct violating antitrust
or other applicable laws.
Waivers and Remedies
Any waiver by CPS LEADS of the provisions of this Agreement or of CPS LEADS's
rights or remedies under this Agreement must be in writing to be
effective. Any waiver in a particular instance shall not constitute
a waiver of the same or different rights or breaches in any other
instance. Failure, neglect or delay by CPS LEADS to enforce the
provisions of this Agreement or CPS LEADS's rights or remedies at any
time will not be construed and will not be deemed to be a waiver
of CPS LEADS's rights under this Agreement and will not prejudice CPS LEADS's
right to take subsequent action. No exercise or enforcement of any
right or remedy under this Agreement will preclude the enforcement
of any other right or remedy under this Agreement or that CPS LEADS is
entitled by law to enforce.
Applicable Law and Jurisdiction
This agreement is governed by the laws of the State of Michigan,
USA. User hereby consents to the exclusive jurisdiction and venue
of courts in Oakland County, Michigan, USA for all disputes arising
out of or relating to the use of the CPS LMSM website, or any
registration agreement or purchase order related to the CPS LMSM
website. If any part of this Agreement is deemed unlawful, void or
unenforceable, that part will be deemed severable and will not
affect the validity and enforceability of remaining provisions.
Amendments and Modifications
The information and materials contained on the CPS LMSM
website, and the terms, conditions, and descriptions that appear
therein, are subject to change. CPS LEADS reserves the right, in its
sole discretion, to supplement, modify or discontinue any aspect
of the CPS LMSM website, including, without limitation,
restricting the times or means of access to the CPS LMSM
website. CPS LEADS also reserves the right, in its sole discretion,
to modify this User Agreement in any manner and to adopt
additional terms or conditions governing or related to access
and use of the CPS LMSM website at any time, without prior
notice. The terms of any such amendment to this User Agreement
shall become effective immediately upon posting of such terms
on the CPS LMSM website, and User's subsequent access of
the CPS LMSM website on or after such effective date shall
constitute acceptance of such amended terms.
Independent Contractors
The relationship of CPS LEADS with each User is that of independent
contractors, and no agency, partnership, joint venture,
employment or other similar relationship is intended or created
by User's acceptance of the terms of this Agreement or the use
of our website.
Availability
The CPS LMSM website is not intended for distribution to,
or use by, any person or entity in any jurisdiction or country
where such distribution or use would be contrary to local law or
regulation. It is the responsibility of the User to ensure that
the hardware and software used to access and use the CPS LMSM
website meets the minimum system requirements necessary to access
and use the website. CPS LEADS makes no warranty, express or implied,
relating to the User's hardware or software.
Additional Terms
Certain sections or pages on the CPS LMSM website may
contain separate terms and conditions, which are in addition
to these terms and conditions. In the event of a conflict, the
additional terms and conditions will govern for those sections
or pages. Nothing contained herein shall supersede, alter or
nullify the terms of any other agreements a user has made or
will make with CPS LEADS.
Entire Agreement
This Agreement sets forth the entire understanding between CPS LEADS
and User with respect to the subject matter of this Agreement
and supersedes any previous and contemporaneous communications,
representations, understandings and agreements, whether oral or
written, between CPS LEADS and User with respect to said subject matter.