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Auto Data Direct, Inc. Terms of Use for Businesses Uploading Vehicle Information into the National Motor Vehicle Title Information System (NMVTIS)ACCEPTANCE OF TERMS Welcome to Auto Data Direct, Inc.’s NMVTIS Vehicle Upload service for electronically uploading vehicle information to the National Motor Vehicle Title Information System (NMVTIS). The NMVTIS Vehicle Upload system is for the sole use of businesses required by the Anti-Car Theft Act of 1992 and Federal Register Part III, Department of Justice, 28 CFR Part 25, to report “Salvaged/Total Loss” vehicles to the NMVTIS database. Auto Data Direct, Inc. provides its service, subject to the following Terms of Use ("TOU"), which may be updated from time to time without notice. Auto Data Direct, Inc. provides its clients with access to a collection of resources including various form completion tools through its online network. Unless explicitly stated otherwise, any new feature that augments or enhances the current service, including the release of new Auto Data Direct, Inc. programs, shall be subject to the TOU. Acceptance of this TOU is required prior to obtaining access to the NMVTIS Vehicle Upload service. DESCRIPTION OF SERVICE NMVTIS Vehicle Upload service consists of proprietary programming and databases owned by Auto Data Direct, Inc. as well as propriety programming and databases of "associate entities" such as the American Association of Motor Vehicle Administrators (AAMVA), FileOpen Systems, Inc. and others. Auto Data Direct, Inc.’s system provides online tools (i.e. NMVTIS Vehicle Upload) to electronically upload vehicle information into NMVITS. NMVTIS Vehicle Upload will provide a web-based interface for the USER to electronically upload vehicle information directly to NMVITS. In addition, NMVTIS Vehicle Upload will allow the User to print a receipt of the uploaded vehicle information. NMVTIS Vehicle Upload Users understand and agree that the service is provided "AS-IS" and that neither Auto Data Direct, Inc., nor its associate entities assume responsibility for the timeliness, deletion, mis-delivery or failure to store any User communications. The User is responsible for obtaining access to the service as a qualified Auto Data Direct, Inc. User in good standing. Access to Auto Data Direct, Inc.’s services may involve third party fees (such as Internet service provider or airtime charges). The User is responsible for these fees and in addition, must provide and be responsible for all equipment necessary to access NMVTIS Vehicle Upload. The User understands that all Auto Data Direct, Inc. fees for Upload services will be paid in advance. The User is responsible for maintaining sufficient funds in their "pre-paid" account to pay for all services offered via NMVTIS Vehicle Upload. If there is a shortage of funds in the User’s account, then Auto Data Direct, Inc.'s system will not Upload vehicle data to the NMVTIS. Account balance information is available on the website at time of use. Accounts which have not been accessed for a period of more than 6 months shall be subject to a $15.00 per month maintenance fee. This fee shall be deducted from any funds remaining in the pre-paid account. Following the depletion of these funds, the account will be deactivated. Simply logging into the account will keep the account active. ADD may offer automated payment services if authorized by the User. Rates for service shall be set forth in the schedule of rates provided by Auto Data Direct, Inc., either in writing or as published on the website and are subject to change. The User’s rates for the NMVTIS Vehicle Upload service are based on the volume of the previous 3-months vehicle uploads by the User’s entire company. Volume discounts for the NMVTIS Vehicle Upload are monitored by ADD and User’s rate is subject to change. Auto Data Direct, Inc. will maintain an on-line archive of each NMVTIS vehicle upload for a minimum period of 90-days. This agreement is subject to any restrictions, limitations or conditions enacted by the Department of Justice (DOJ) and the American Association of Motor Vehicle Administrators (AAMVA), which may affect any or all terms or provisions of this agreement in any manner. The User shall be responsible for to pay all applicable sales and use taxes, if any. This agreement is not assignable by the User either in whole or in part. Auto Data Direct, Inc. may at its sole discretion and without notice to the User, (a) suspend its performance under this TOU and the User’s access to and use of the service or (b) terminate the User’s access to and use of the service. Failure to comply with the provisions of this TOU may result in termination and suspension or cancellation of all password access. The User agrees that this agreement is subject to 49 U.S.C. 30502 and The Anti-Car Theft Act of 1992, Public Law No. 102-519, 106 Stat. 3384 and Federal Register, Part III, Department of Justice, 28 CFR Part 25. The User agrees that this agreement is subject to Section 119.0712(2), Florida Statutes and the Federal Driver Privacy Protection Act and that all personal information and vehicle information which is considered privileged and confidential under Federal law and is contained in any registration information forwarded to the User under this agreement will not be released by the User to any individual or other legal entity who would not otherwise have access to such information. Any release of information by the User to any unauthorized individual or other legal entity will result in Auto Data Direct, Inc. terminating this agreement and the User will hold Auto Data Direct, Inc. and the DHSMV harmless for any resulting damage or loss. Notwithstanding any other time limits herein, Auto Data Direct, Inc. may terminate this agreement for such unauthorized use or disclosure by written notice to the User, such notice to be effective upon facsimile (FAX) transmission to the User or five (5) days from the date of mailing of such notice. The User will conduct NMVTIS vehicle upload transaction in “real-time” utilizing the computer interface designed by Auto Data Direct, Inc. Auto Data Direct, Inc. will send daily batches of all of the vehicles uploaded to ADD to AAMVA’s NMVTIS. Furthermore, Auto Data Direct, Inc. and AAMVA will approve the connectivity utilized by the User to interface with the NMVTIS database. INDEMNITY The User agrees to indemnify and hold Auto Data Direct, Inc., and its subsidiaries, affiliates, officers, agents, associate entities and employees, harmless from any claim or demand, including reasonable attorneys' fees made by any third party due to or arising out of: the content submitted, posted, transmitted or made available through NMVTIS Vehicle Upload by the User; the User’s connection to NMVTIS Vehicle Upload; the User’s violation of the TOU, or the User’s violation of any rights of another. NO RESALE OF SERVICE The User agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of NMVTIS Vehicle Upload, use of NMVTIS Vehicle Upload, or access to NMVTIS Vehicle Upload. CONFIDENTIALITY OF NMVTIS DATA ADD is required by AAMVA to disclose to each reporting entity from which it has received NMVTIS data, in reasonable detail and in writing, all uses of NMVTIS Data beyond use for the operation of NMVTIS. The User and ADD (herein referred to as the parties), expressly acknowledge that in the course of their performance hereunder, they may learn or have access to certain confidential, patent, copyright, business, trade secret, proprietary or other like information or products of the other party or of third parties, including but not limited to the other party’s vendors, consultants, suppliers, or customers (the “information”). Anything in this Terms of Use to the contrary notwithstanding, the parties expressly agree that they will keep strictly confidential any such information that they learn. Each party agrees to notify the other in writing if it becomes aware of any use or disclosure of the information in a manner inconsistent with the requirements of this Terms of Use. The parties agree that, for the purposes of this Terms of Use, third parties whose duties for ADD require access to the information provided under this Terms of Use shall have access to the information as required by such duties (ie, AAMVA). ADD agrees not to use the User’s third party’s information for its own benefit or the benefit of any person besides the User beyond the user for the operation of NMVTIS, unless disclosed in writing to the User. The term “information” within the “Confidentiality of NMVTIS Data” section shall not include products or information that are public domain or in the possession of ADD without restriction at the time the Terms of Use is agreed to by the User. USER INFORMATION The User authorizes ADD to obtain information (ie driver license) to authenticate the User’s identity. Each User will have a unique Username and Password. It is the responsibility of the User to maintain the confidentiality of all passwords issued to them. The User will guarantee and indemnify ADD against liability for their unauthorized use and/or disclosure of Username and/or Password. Sharing of Usernames and Passwords is strictly prohibited. The User shall provide a valid and functional email address to ADD. Correspondence relating to the account status, passwords, payment, policy changes and procedural changes, special and other activities between ADD and the User may be conducted via e-mail Invalid or non-functional e-mail addresses may result in account suspension and deactivation. ADD DOES NOT DISTRIBUTE OR SELL IT’S USER’S EMAIL ADDRESSES. The User understands that the contact person for their account will have to complete an annual verification process to review and update account information. The User is responsible for implementing sufficient safeguards and procedures to securely protect any personal information it may maintain on its local computer and/or internal databases. AUTO DATA DIRECT, INC.'S PROPRIETARY RIGHTS The User acknowledges and agrees that the NMVTIS Vehicle Upload service and any necessary software used in connection with the NMVTIS Vehicle Upload ("software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Auto Data Direct, Inc., the User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on NMVTIS Vehicle Upload or the Software, in whole or in part. Auto Data Direct, Inc. grants the User a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that the User does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software. The User agrees not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to NMVTIS Vehicle Upload. The User agrees not to access NMVTIS Vehicle Upload by any means other than through the interface that is provided by Auto Data Direct, Inc. for use in accessing NMVTIS Vehicle Upload. DISCLAIMER OF WARRANTIES THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT:
LIMITATION OF LIABILITY THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT AUTO DATA DIRECT, INC. SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AUTO DATA DIRECT, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE USER’S TRANSMISSION OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. NOTICE Notice to the User may be made either by email or regular mail. NMVTIS Vehicle Upload may also provide notices of changes to the TOU or other matters by displaying notices or links to notices on NMVTIS Vehicle Upload. CONTACT INFORMATION Auto Data Direct, Inc. may be contacted in the following manner: GENERAL INFORMATION This TOU constitutes the entire agreement between the User and Auto Data Direct, Inc. and governs the use of NMVTIS Vehicle Upload; superseding any prior agreements between the User and Auto Data Direct, Inc. The User may also be subject to additional terms and conditions that may apply when utilizing affiliate services, third-party content or third-party software. The TOU and the relationship between the User and Auto Data Direct, Inc. shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. The User and Auto Data Direct, Inc. agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Florida. The failure of Auto Data Direct, Inc. to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. The User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the service or the TOU must be filed within three (3) years after such claim or cause of action arose or be forever barred. 
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