1. Welcome to AutoTracker Pro!
Thank you for your interest in our service (the “Services”). By using our Services, you agree to these terms (the “AutoTracker Pro Terms”), the AutoTracker Pro Program Terms and Conditions (collectively, the “Agreement”). If ever in conflict, to the extent of such conflict, the AutoTracker Pro Terms will take precedence over any other terms of the Agreement. Please read the Agreement carefully.
As used in the Agreement, “you” or “customer” means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “we,” “us” or “ATP” means AutoTracker Pro Inc., and the “parties” means you and AutoTracker Pro.
2. Access to the Services; AutoTracker Pro Accounts
Your use of the Services is subject to your creation and our approval of an AutoTracker Pro account (an “Account”). We have the right to refuse or limit your access to the Services. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age.
3. Using our Services
You may use our Services only as permitted by this Agreement and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.
You may discontinue your use of any Service at any time by violating these rules.
4. Changes to our Services; Changes to the Agreement
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.
We may modify the Agreement at any time. We’ll post any modifications to the AutoTracker Pro Terms on this page. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you’ll have to stop using the affected Services.
5. Termination
You may terminate the Agreement at any time by emailing us at any time. The Agreement will be considered terminated by the end of the current billing cycle of AutoTracker Pro's receipt of your notice.
AutoTracker Pro may at any time terminate the Agreement and Services for any reason. We can terminate the Agreement due to your breach or due to invalid activity. If you breach the Agreement or AutoTracker Pro suspends or terminates your Account, you will not be allowed to create a new Account.
6. Indemnity
You agree to indemnify and defend AutoTracker Pro, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by AutoTracker Pro, your use of the Services, or your breach of any term of the Agreement. AutoTracker Pro’s advertisers are third-party beneficiaries of this indemnity.
7. Representations; Warranties; Disclaimers
You represent and warrant that you have full power and authority to enter into the Agreement and you are the owner of, or are legally authorized to act on behalf of the owner of each Property; you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; AutoTracker Pro has never previously terminated or otherwise disabled an AutoTracker Pro account created by you due to your breach of the Agreement or due to invalid activity; entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and all of the information provided by you to AutoTracker Pro is correct and current.
OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
9. Miscellaneous
Entire Agreement; Amendments. The Agreement is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending the Agreement, or (ii) as set forth in Section 4, if you keep using the Services after AutoTracker Pro modifies the Agreement.
Assignment. You may not assign or transfer any of your rights under the Agreement.
Independent Contractors. The parties are independent contractors and the Agreement does not create an agency, partnership, or joint venture.
No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights.
No Waiver. The failure of either party to enforce any provision of the Agreement will not constitute a waiver.
Severability. If it turns out that a particular term of the Agreement is not enforceable, the balance of the Agreement will remain in full force and effect.
Survival. All Sections of these AutoTracker Pro Terms will survive termination.
Governing Law; Venue. All claims arising out of or relating to this Agreement or the Services will be governed by Colorado law, excluding Colorado's conflict of laws rules, and will be litigated exclusively in the federal or state courts of Denver County, Colorado, USA, and you and AutoTracker Pro consent to personal jurisdiction in those courts.
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.