Terms and Conditions for DCD Automotive Holdings, Inc
Last Updated: 07/28/2023
These Terms and Conditions (the “Agreement”) apply to and form an integral part of the Order Form executed between DCD Automotive Solutions and the client. This document, including the Definitions outlined in Schedule A, is a crucial part of the Agreement. Please be aware that for ease of online accessibility on this website, the correct arrangement of section headings and numbers may not be represented. For an accurate version of this Agreement, please obtain a physical copy from DCD Automotive Solutions. undefined Services:
Responsibilities of DCD Automotive Solutions: During this Agreement's Term, DCD Automotive Solutions commits to: Deliver Services as described herein and make them accessible to the Client and its Users via the Client's website, adhering to the terms of this Agreement and any Documentation available on its website (subject to amendments); Offer Support Services to the Client; Implement and maintain reasonable administrative, physical, and technical safeguards to protect User Data on its servers against unauthorized access, loss, or unauthorized alterations. Dealership Obligations:
The Client Dealership and all Users agree to: Employ reasonable measures to prevent unauthorized Service access and secure all Service access credentials; Secure appropriate consent from prospective customers, allowing DCD Automotive Solutions to deliver the Services; Promptly notify DCD Automotive Solutions of any suspected or actual unauthorized Service or Service Data access. By using the DCD platform, dealerships agree to indemnify and defend DCD Automotive Solutions, its affiliates, officers, and other representatives from claims and liabilities resulting from their obligations as specified herein. This indemnification persists beyond the termination of these Terms of Service and the dealership's platform usage. undefined Dealership Responsibilities on the DCD Platform:
Compliance: Adhere to relevant laws, standards, and regulations, including consumer protection and data privacy laws. Platform Guidelines: Follow the established rules and best practices of the DCD platform, including lead management and software integrations. Dispute Resolution: Address and resolve any disputes with users directly, exempting DCD Automotive Solutions from such liabilities. undefined Service and User Data Licenses:
Service Data License: Grants the Client a limited, revocable license to access and utilize Service Data during this Agreement's Term, with specific conditions for post-termination data handling. User Data License: Establishes ownership and licensing terms for User Data and Service Data between DCD Automotive Solutions and the Client. undefined Comments and Ideas:
The Client and Users may submit ideas or feedback regarding the Services. Such submissions are considered voluntary and non-confidential, with DCD Automotive Solutions free to use these ideas without obligation to the Client or Users. Trademark License: The Client grants DCD Automotive Solutions a limited license to use its trademarks during the Agreement's Term for promotional purposes, subject to guidelines and accruing goodwill to the Client. Term and Termination:
This Agreement is effective from the initial Order Form's Effective Date and lasts until termination as outlined herein or 30 days following the lapse of an Order Form. It includes specific conditions for termination due to breach and post-termination obligations. Payment Terms: Fees and Billing: The Client agrees to pay the fees specified in each Order Form, subject to the Agreement's terms and potential future adjustments. Taxes: Addresses tax responsibilities and collection requirements for both parties. Warranty: Both parties provide warranties regarding their legal status, authority, and compliance with laws. DCD Automotive Solutions additionally warrants that its Services will meet professional standards. The Agreement disclaims other warranties, stating the Services are provided "as is." Survival of Terms: Certain sections, including indemnification and intellectual property rights, will survive the Agreement's termination. General Provisions: These include clauses on successors and assigns, the relationship of the parties, the Agreement's completeness, modifications, counterparts, notices, governing law, assignment, savings clause, waiver, and force majeure.
Schedule A - Definitions
undefined "Affiliate":
refers to an entity that either directly or indirectly controls, is controlled by, or is under shared control with a Party. "Control," for this definition, signifies direct or indirect ownership or influence over more than 50% of the voting interests of the concerned entity. undefined "Applicable Law" or "Applicable Laws":
represent all laws, rules, regulations, and other binding requirements of the United States which are pertinent to any Party under this Agreement.
"Services"
indicates all technology-related services specified in an Order Form, encompassing all related or integrated features, functions, tools, and services. This includes all corresponding data, statistics, analysis, information, tools, databases, Documentation, system and network interfaces, internal network, cloud and disk storage, software applications, operating systems, engines, and internal communication backbone utilized to provide access to and use of such services, along with all IP Rights therein.
"Documentation" refers to the instructions, specifications, manuals, sample code, and other content available on theUnison Automotive Solutions LLC website or otherwise provided by Unison Automotive Solutions LLC concerning the features, functions, or use of the Services. undefined "Fee " signifies the fees payable by the Client to Unison Automotive Solutions LLC under an Order Form or as otherwise stipulated in this Agreement. This includes, but is not limited to, BD Service Fees, Support Fees, and Setup Fees. undefined "IP Rights" denotes all copyrights, patents, trademarks, trade secrets, moral rights, and other intellectual property and proprietary rights. undefined "Party" or "Parties" represents each of Unison Automotive Solutions LLC and Client and their allowed Affiliates, individually and collectively. undefined "Service Data"
"Services" pertains to the Services and Support Services.
"Support Services" refers to all support services specified in an Order Form.
"Taxes"
indicates any sales, use, value-added, excise, or similar transaction taxes or duties, together with any penalties, fines, charges, or interest thereon, imposed by any domestic or foreign taxing authority regarding the sale of any services or materials in connection with the performance of this Agreement (excluding any taxes on Unison Automotive Solutions LLC’'s income).
"User" and "Users"
refer to the employees, contractors, representatives, agents, or consultants of the Client and its Affiliates who are designated by the Client to use the Services under this Agreement.
"User Data"
refers to data, information, or material uploaded, routed, or transmitted by the Client or Users to the Services, including all IP Rights therein and any derivative works made therefrom.