CARFAX® VHS TERMS AND CONDITIONS
These CARFAX® VHS Terms and Conditions, the application and any exhibits or addenda attached hereto or executed at a later date by both parties are collectively an agreement ("Agreement") between CARFAX, Inc. ("CARFAX") and the company identified on the application which includes all of such company's affiliates identified on any exhibit to the Agreement (collectively, "Customer").
1. Term and Termination. The Agreement is effective from the date on which it is accepted by CARFAX and shall remain in force for the period of time identified on the application ("Initial Term"). Upon expiration of the Initial Term, the Agreement shall automatically renew for successive, additional one-year periods unless either party gives the other party written notice of its intention to terminate the Agreement at least thirty (30) days prior to the renewal date. The Initial Term and any such renewal periods shall together constitute the "Term." CARFAX may terminate the Agreement at any time if Customer breaches any provision of the Agreement.
2. License; Ownership. CARFAX hereby grants to Customer a limited, nontransferable and nonexclusive license to access and use the CARFAX "Vehicle History Service" database ("VHS") solely for Customer's internal business purposes ("Permitted Use"). Customer acknowledges that the VHS and all intellectual property relating thereto are and will remain the property of CARFAX.
3. Restrictions on Access and Use; Monitoring. Customer shall not (i) sell VHS reports or information derived from VHS reports without prior written permission from CARFAX, (ii) share its usernames and passwords with any other person or entity (other than with CARFAX-approved third party vendors to facilitate the Permitted Use), (iii) permit the use of the VHS by any third party, (iv) use or permit the use of the VHS in the operation of a service bureau or (v) use the VHS for anything other than the Permitted Use. Systematic access or retrieval of VHS reports, including but not limited to the use of "bots" or "spiders," is strictly prohibited. In the event Customer provides a VHS report to another party, Customer will not: (A) use the VHS reports or information for unlawful purposes; (B) provide the VHS reports or information to any party for resale or remarketing in any manner; or (C) modify the VHS report in any way. Customer shall make no representation or provide any warranty to any person or entity regarding CARFAX and/or the VHS or reports from the VHS, whether written or oral, that is inconsistent with the provisions of the Agreement and the information contained on the VHS reports (including all disclaimers). Customer may not provide a VHS report to consumers in Quebec. CARFAX reserves the right to monitor Customer's use of the VHS to ensure compliance with the Agreement and prevent fraudulent use. Such monitoring of use may include but will not be limited to determining whether or not the VHS is accessed from multiple devices or geographic locations and noting the number of VHS reports run.
4. Fees. Customer will pay all fees for use of the VHS at the rates in effect for Customer at the time of such use. In the event of early termination of the Agreement by Customer or breach of the Agreement by Customer (including but not limited to failure to make payments in accordance with the terms of the Agreement), all fees become immediately due and payable, including but not limited to the Monthly Fee (identified on the application), for the unused months of the Term. In addition, in the event of early termination by Customer, Customer will pay all fees accrued through the date of termination plus the difference between the CARFAX published price and any discounted promotional pricing (including free service) that Customer was provided under the Agreement. Customer will pay all taxes applicable to the Agreement in accordance with federal, state and local laws and regulations. CARFAX may modify the prices for use of the VHS. In the event CARFAX agrees to reinstate Customer's access to the VHS that was previously terminated for Customer's breach of the Agreement, Customer will pay CARFAX at least a $75 reactivation fee (or the reactivation fee in effect at that time), and Customer shall not thereafter be entitled to any discounted promotional pricing (including free service) in effect prior to such termination. Customer further agrees to pay an interest rate of eighteen percent (18%) per annum, or the maximum allowed by law if less than 18%, on amounts more than thirty (30) days past due, as well as collection fees and legal fees where not prohibited by law. Customer also agrees to pay CARFAX $25 for each check returned by Customer's financial institution. Customer understands that it is liable for all fees (including any penalties or fees which may arise from any misuse or unauthorized use of Customer's account) arising out of the use of Customer's username and password(s). Customer will ensure that only authorized representatives of Customer are given Customer's username and password to access the VHS. CARFAX reserves the right to impose, and Customer agrees to pay to CARFAX, an additional charge of $16.99 (or the then-applicable price of a single CARFAX report if greater than $16.99) for each VHS report that CARFAX determines was accessed in violation of the Agreement.
5. CARFAX Trademarks. CARFAX grants to Customer a limited, non-exclusive, non-transferable license to use the trademark "CARFAX" and other CARFAX trademarks and logos ("Marks") solely in connection with Customer's Permitted Use of the VHS under the Agreement. Customer must comply with the trademark guidelines provided or made available to Customer by CARFAX. Customer acknowledges that Customer's use of the Marks shall inure to CARFAX's benefit.
6. Disclaimers; Limited Warranty. Customer acknowledges that CARFAX is collecting data from public records and other sources for use in the VHS and that this data may contain errors and omissions. CARFAX does not guarantee the correctness or completeness of the VHS and CARFAX will not be liable for any loss or injury caused, in whole or part, either by its negligence or circumstances beyond its control in procuring, compiling, collecting, interpreting or making available the VHS. Customer understands that not all information is available for all states and that CARFAX does not have access to some information that may be available to other parties. Customer also understands there may be a period of time between receipt of certain information by CARFAX and its inclusion of such information into the VHS. Customer acknowledges that the VHS does not provide any conclusions regarding the condition of any vehicle, and Customer assumes full responsibility with respect to its decisions and transactions using the VHS. Customer recognizes that CARFAX's sole obligation in the case of erroneous data, when notified in writing by Customer of such erroneous data, is correction of the record in question. CARFAX MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, AND CARFAX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability. Customer agrees that CARFAX's liability hereunder for damages, regardless of the form of action, shall not exceed the amount paid by Customer for the individual report from the VHS in question. This shall be Customer's exclusive remedy. IN NO EVENT WILL CARFAX BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, OR ANY THIRD PARTY CLAIM OR DEMAND) EVEN IF CARFAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Indemnification. Customer will indemnify and hold CARFAX and its agents harmless from any claims, suits or damages, either direct or indirect, arising out of Customer's use of the VHS for any purpose other than the Permitted Use or in a manner otherwise prohibited by the Agreement.
9. Governing Law; Jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Customer consents to the exclusive jurisdiction of the state courts in Fairfax County, Virginia or the U.S. District Court for the Eastern District of Virginia in Alexandria.
10. English Language Only. The parties confirm that it is their wish that the Agreement and any other documents delivered or given pursuant to the Agreement, including notices, have been and shall be in the English language only. Les parties aux présents confirment leur volonté que cette convention de même tous les documents, y compris tout avis, s'y rattachant, soient rédigés en anglais seulement.
11. Entire Agreement; Modification; Assignment. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and terminates and supersedes all previous agreements, whether oral or written, relating to the same subject matter. CARFAX reserves the right to modify these CARFAX® VHS Terms and Conditions and to impose new or additional terms or conditions on your use of the VHS. Such modifications and additional terms and conditions will be effective immediately and incorporated into the Agreement. Your continued use of the VHS will be deemed acceptance thereof. Customer shall not assign the Agreement without the prior written consent of CARFAX.