Effective Date: February 3, 2014
The paragraphs below contain important information regarding use of www.dealersearch.com (the “Website”), a website owned and operated by the Wilson Software Corp. (“Wilson”). These Website terms and conditions of use (the “Terms”) apply to both users using the Website to shop for a vehicle (“Consumer User”) and users using the Website to advertise a vehicle (“Seller User”). Consumer Users and Seller Users are referred to collectively as a “User” or “Users.” Use of the Website indicates that the User has read, agrees to and accepts the Terms. If the User does not agree to and accept the Terms, then the User is not authorized to use the Website. The Terms govern use of the Website, including all content, which shall include but not be limited to text, data information, software, graphics or photographs (collectively, the “Content”) which Wilson, and/or any wholly owned subsidiaries or affiliated entities of Wilson (collectively the “Wilson Parties”), make available through the Website.
Wilson grants Consumer Users a nonexclusive, nontransferable, revocable, limited license to access and use the Website only for the purposes of viewing vehicles offered for sale. Wilson grants Seller Users a nonexclusive, nontransferable, revocable, limited license to access and use the Website only for the purpose of posting vehicles offered for sale by the Seller User(s). Use of the Website other than as described in this paragraph is strictly prohibited. As between User and Wilson, Wilson owns the Website. The Website is protected under United States and international copyright laws, and any unauthorized use of the Website by User may violate copyright, trademark, and other laws.
This Website and the Content are provided on an “as is, as available” basis, and Wilson expressly disclaims all warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement. Wilson disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from the Website and/or the Content, including but not limited to technical inaccuracies and typographical errors; (b) the unavailability of the Website or any portion thereof; (c) User’s use of the Website or the Content; (d) User’s use of any products obtained in connection with the Website or the Content; or (e) any Third Party Websites (as defined below) or content therein directly or indirectly accessed through links contained on this Website, or otherwise associated with the Website.
Wilson will make commercially reasonable efforts to ensure a virus free environment, a reliable operational schedule and to provide timely correction of Content known to be inaccurate. Notwithstanding the foregoing, Wilson does not represent or warrant that this Website or the Content will be correct, accurate, timely, error-free, or free of viruses or other harmful components, that defects will be corrected or that the Website will always be accessible or otherwise reliable.
© 2014 Wilson Software Corp. All rights reserved. Wilson claims a copyright in all proprietary and copyrightable text, graphics and computer code on the Website, the overall design of the Website and the selection, arrangement and presentation of all materials on the Website, including information in the public domain. User agrees that the Website and Content are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Nothing contained herein shall be construed as conferring to User any license or right under copyright or other intellectual property right law. No part of the Content may be copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, except as specifically provided in the Terms.
In addition, User may distribute copies of Content to the extent permitted under the “fair use” provisions of the Copyright Act of 1976 (17 U.S.C. §107). These provisions state that several factors must be considered when determining whether the use made of a work in any particular case is a “fair use,” such as whether the use is of a commercial or non-profit nature, the amount and substantiality of the portion used in relation to the work as a whole, and the effect of the use upon the potential market for or value of the work. Wilson is not able to give legal advice to Users as to whether a particular type of use constitutes “fair use.”
Notwithstanding the provisions above, User is not permitted to use Content as a component of, or basis for, a database prepared for use by User or any third party. Furthermore, all copies of Content, whether in print or electronic form, must incorporate all of Wilson’s or third party copyright and/or other intellectual property rights notices.
Dealersearch.com and any other product or service name or slogan or logo contained in the Website are trademarks of Wilson, and/or its suppliers, licensors or Seller Users, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Wilson or the applicable trademark holder. Ownership of all such trademarks and the goodwill associated therewith remains with Wilson or the applicable trademark holder. User may not use any metatags or any other “hidden text” utilizing any name, trademark, or product or service name of Wilson without Wilson's prior written permission. In addition, the Website’s design (including all page headers, custom graphics, button icons, and scripts) is the service mark, trademark, and/or trade dress of Wilson and may not be copied, imitated, or used (in whole or in part) without Wilson's prior written permission. Reference to any products, services, processes, or other information, by trade name, trademark, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Wilson.
Wilson will not be liable for any loss, injury, claim, liability, or damage of any kind resulting from User’s use of the Website or the Content, or Third Party Websites (as defined below). Wilson shall not be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with use of or inability to use the Website or the Content, or use of Third Party Websites. To the extent the foregoing limitation of liability is prohibited by applicable Law or fails of its essential purpose, Wilson’s sole obligation to any User for damages shall be limited to $100.
Certain jurisdictions may not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the disclaimers and limitations of liability contained in these Terms may not apply to specific Users. To the extent that Wilson, or any of the Wilson Parties, may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Wilson's liability shall be the minimum permitted under such applicable law.
Wilson reserves the right to modify, suspend, or discontinue the Website at any time without notice to User. In addition, Wilson may make changes to the Content at any time without notice. Additionally, Wilson may, in its sole and absolute discretion, change these Terms from time to time. Wilson will post notice of such changes on the Website. If User objects to any such changes, the User’s sole recourse shall be to cease using the Website. Continued use of the Website following notice of any such change shall indicate User’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Website and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Terms and to supersede the provision(s) of these Terms that are designated as being superseded.
Content may be out of date and Wilson makes no commitment to update the Content whatsoever. Information published on the Website refers to products, programs, or services that are not provided by Wilson, but by Seller Users. Consumer Users should consult the applicable Seller User(s) for information regarding the products, programs, and services that may be available. Any links on the Website to Seller User websites or other third-party websites (collectively “Third Party Websites”) are provided solely as a convenience to the User. The User using these links agrees and understands that it is leaving the Website, and that Wilson is not obligated to review such Third Party Websites, does not control such Third Party Websites, and is not responsible for any such Third Party Websites (or the products, services, or content available through the same). User acknowledges and agrees that any and all information located on Third Party Websites, including prices and vehicle descriptions, are provided by Seller Users or third party vendors, and accordingly, Wilson does not endorse or make any representations or warranties regarding the accuracy of such information, including the accuracy or validity of any vehicle descriptions, prices, services provided by such Seller User or third party vendor, or any other materials found there, or any results that may be obtained from using them. If the User decides to access any of the Third Party Websites linked to from the Website, or to transact business with any Seller User, the User does this entirely at its own risk. Wilson expressly disclaims all warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement associated with Third Party Websites and vehicles and products offered by Seller Users. Wilson disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from the Third Party Websites and/or the content located on such websites, including but not limited to technical inaccuracies and typographical errors; (b) the unavailability of such Third Party Websites or any portion thereof; (c) use of such Third Party Websites or content; or (d) User’s use of any products obtained in connection with Third Party Websites or the content.
Wilson agrees that it has no rights to the data, documents, information or material that Seller User submits in the course of using the Website (“Seller User Data”), except as otherwise stated in the Terms. Seller User, and not Wilson, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Seller User Data, and Wilson shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Seller User Data. WILSON MAKES NO REPRESENTATION OR WARRANTY THAT ANY SELLER USER DATA SUBMITTED TO WILSON WILL BE RETAINED FOR ANY PARTICULAR PERIOD OF TIME.
User agrees not to use the Website, including the Content: (a) in a manner that violates any United States or international statute, regulation, rule, order, treaty, or other law (each a “Law”); (b) to stalk, harass, or harm another individual; (c) to impersonate any person or entity or otherwise misrepresent the User’s affiliation with a person or entity; or (d) to interfere with or disrupt the Website. The User further agrees not to (x) decompile, reverse engineer, disassemble, transfer, distribute resell, sublicense, or use to create any derivative works any portion of the Website or Content; or (y) attempt to gain unauthorized access to any portion of the Website or any other accounts, computer systems, or networks connected to the Website, whether through hacking, password mining, or any other means.
Any Content which is downloaded by or on behalf of the United States of America, its agencies, and/or instrumentalities (“U.S. Government”), are subject to the provisions of FAR 12.211 - “Technical Data”, and FAR 12.212 - “Computer Software” , or to clauses providing Wilson equivalent protections in DFARS or other agency specific regulations.
Wilson administers the Website from its offices in Englewood, Florida. Wilson makes no representation that the Website is appropriate or available for use outside the United States and access to the Website from territories where its contents are illegal or restricted is prohibited. If a User chooses to access the Website from outside the United States, the User does so on its own initiative and is responsible for compliance with applicable laws. Users agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with the Users use of the Website and to not, in violation of any laws, transfer, or authorize the transfer, of any Content to a prohibited country or otherwise in violation of any laws.
User agrees to indemnify, defend and hold harmless Wilson, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Website from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms by User.
When a User visits the Website, sends e-mails or uses the “Contact Us” portion of the Website to contact Wilson, it is communicating with Wilson electronically. Wilson may respond to the User by e-mail or by posting notices on the Website. The User agrees that all such notices, disclosures, and other communications that Wilson provides to User electronically satisfy any legal requirement that such communications be in writing.
None of the parties will be responsible for delays or failures in performance resulting from acts or events beyond its reasonable control that prevent its performance of an action contemplated under the Terms. Force majeure events will include, but not be limited to, acts of God, riots, acts of war, terrorism, epidemics, earthquakes, fires, floods, strikes, civil insurrection, non-availability of materials or components required by Wilson to maintain the Website, or other similar events. If a force majeure event impacting either party’s performance continues for a period longer than six months, the other party may terminate this transaction upon written notice and the parties will have no further obligations hereunder other than the executory obligations existing at the time of termination and the obligations which by their terms extend beyond the date of termination.
The Terms shall be binding upon, shall inure to the benefit of, and shall be enforceable by the User and Wilson, and their successors and assigns.
Any term or provision of the Terms that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
Should any party institute legal action concerning the restrictions hereunder, the enforcement of any of the Terms, or the rights and duties of the parties in relation to each other, the prevailing party will be entitled, in addition to such other relief as may be granted, to recover reasonable attorney's fees and all other related court costs.
These Terms, together with any additional terms to which Users agree when using particular elements of the Website or dealing directly with Wilson, constitute the entire and exclusive and final statement of the agreement between the User and Wilson with respect to the subject matter hereof, superseding any prior agreements or negotiations between User and Wilson with respect to such subject matter. All Wilson Parties are third party beneficiaries with respect to these Terms. These Terms and the relationship between User and Wilson shall be governed by the laws of Florida as applied to agreements made, entered into, and performed entirely in Florida by Florida residents, notwithstanding User’s actual place of residence. All lawsuits arising from or relating to these Terms or use of the Website shall be brought in the Federal or State courts located in Sarasota County, and User hereby irrevocably submits to the exclusive personal jurisdiction of such courts for such purpose. The failure of Wilson to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, User nevertheless agrees that the court should endeavor to give effect to the intentions of Wilson and User as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms shall remain in full force and effect notwithstanding any termination of User’s use of the Website. These Terms will be interpreted without application of any strict construction in favor of or against User or Wilson. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by Wilson without restriction.
Wilson reserves the right to investigate complaints or reported violations of the Terms and to take any action Wilson deems appropriate, including without limitation reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to User profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
User agrees to abide by all applicable United States and international laws, treaties and regulations in connection with User’s use of the Website, including those related to data privacy, international communications and the transmission of technical or personal data. Users agree to: (i) notify Wilson immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; and (ii) report to Wilson immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by User. Wilson agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its operation of the Website and Seller User Data, including those related to data privacy, international communications and the transmission of technical or personal data.
Each and every time the User accesses the Website, the User reaffirms its consent to these Terms, as such Terms may be amended from time to time.