Effective Date: May 24, 2022
DEALER SERVICES AGREEMENT
TERMS AND CONDITIONS
Last Revised and Effective: May 4, 2022
Bidwizer, Inc. and its affiliates (“Bidwizer”) operates the website www.bidwizer.com (together with any related mobile sites and/or applications, the “Website(s)”). These terms and conditions govern the relationship between Bidwizer and each automobile dealer (each, a “Dealer”) whose Inventory Data (as defined below) is posted to the Website(s) via a timed, competitive auction which Dealer may participate in.
Terms and Conditions
- Website Use License. Bidwizer grants Dealer a revocable, royalty-free, non-transferable, non-sub-licensable, non-exclusive license to access Bidwizer’s designated Websites, and to display, transmit, broadcast on such designated Website(s), and make available to end users of such designated Websites (“Users”), Dealer’s Inventory Data. “Inventory Data” means information and images relating to new vehicles and used vehicles made available to Users of or through Bidwizer’s Website(s) by Dealer directly or through an intermediary. Such Inventory Data may include, but shall not necessarily be limited to, vehicle identification number, make, model, year, location, vehicle description (trim, specifications, mileage, etc.), price, comments, photographs and other imagery. Dealer acknowledges that Bidwizer is a website provider and is not responsible for the Dealer’s Inventory Data, unless explicitly provided by applicable law. Dealer shall be solely responsible, at its own risk and expense, for (and Bidwizer shall have no liability in connection with) ensuring the accuracy, legality and integrity of the Inventory Data provided to Bidwizer and/or displayed on Bidwizer’s Website(s). Dealer will immediately inform Bidwizer if Dealer becomes aware of illegal contents in its Inventory Data in accordance with applicable law.
- Inventory Data License. Dealer grants to Bidwizer a revocable, royalty-free, non-transferable, non-sub-licensable, non-exclusive license to access, store, distribute, use, display, transmit, broadcast, make available, adapt, and otherwise use and display the Dealer’s Inventory Data on Bidwizer’s designated Website(s), for the unlimited and unrestricted access, printing and use by end users (“Users”) who access the Inventory Data through Bidwizer’s Website(s). “Inventory Data” means information and images relating to new vehicles and used vehicles made available to users of or through Bidwizer’s Website(s) by Dealer directly or through an intermediary, including, but not limited to, vehicle identification number, make, model, year, location, vehicle description (trim, specifications, mileage, etc.), price, comments, and photographs and other imagery. Dealer acknowledges that Bidwizer is a website provider and is not responsible for the Dealer’s Inventory Data, unless explicitly stipulated by applicable law. Dealer shall be solely responsible, at its own risk and expense, for (and Bidwizer shall have no liability in connection with) ensuring the accuracy, legality and integrity of the Inventory Data provided to Bidwizer and/or displayed on Bidwizer’s Website(s). Dealer will immediately inform Bidwizer if Dealer becomes aware of illegal contents in its Inventory Data in accordance with applicable law.
- Indemnification. Dealer shall, at its own expense and on demand, indemnify, defend, and hold Bidwizer and its affiliates and each of their respective officers, directors, employees, legal representatives, agents, contractors, licensees, successors and assigns (the “Bidwizer Indemnitees”), harmless from and against any and all judgments, settlements, awards, demands, claims, damages, costs, losses and/or liabilities of any kind (including reasonable legal fees and other litigation costs), in connection with any third-party claims or regulatory enforcement actions alleging that the Inventory Data or the use by Bidwizer thereof infringes or otherwise violates a third party’s intellectual property, contractual or other proprietary rights, including the rights of publicity and privacy, or violates any law or regulation. In connection with the foregoing indemnification obligation, Dealer may not accept any settlement that does not provide the Bidwizer Indemnitees with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the Bidwizer Indemnitees without Bidwizer’s prior written consent. The Bidwizer Indemnitees may in their sole discretion participate in the defense of any claim through their own counsel, and at their own expense.
- Effective Date, Term and Termination. These terms and conditions take effect from when Dealer first displays and publishes Dealer Inventory on Bidwizer’s designated Website(s), and Bidwizer first receives Inventory Data from or for the benefit of Dealer, and continues until all obligations under these terms and conditions have been fulfilled. Dealer and Bidwizer each has the right to stop receiving and posting Inventory Data from or for the benefit of Dealer at any time.
- Miscellaneous. These terms and conditions are for the benefit of Bidwizer and its affiliates, successors, assigns and licensees. Dealer may not assign any of its rights hereunder without the prior written consent of Bidwizer. Any assignment by Dealer in violation of the foregoing shall be null, void and of no effect. Except as otherwise provided herein, these terms and conditions shall be governed by and interpreted in accordance with the laws of the State of Florida. The parties agree to submit to the exclusive jurisdiction of and venue in Volusia County, Florida as regards any claim or matter arising out of or in relation to this Agreement (without reference to its conflict-of-laws principles). Any notice required or permitted hereunder to the parties hereto shall be deemed to have been duly given to Bidwizer only if in writing and delivered by registered mail, postage prepaid and return receipt requested, or via express to Bidwizer, Inc., Attn: Legal Department, 417 5th Avenue, Indialantic, Florida 32903. Notices shall be deemed delivered when received by the party being notified.
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