ACCEPTANCE OF TERMS
Auto Data Direct, Inc. provides its clients with access to a collection of resources 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 ELT service.
DESCRIPTION OF SERVICE
Auto Data Direct’s service consists of proprietary programming and databases as well as proprietary programming and databases of “associate entities” such as the Florida Department of Highway Safety and Motor Vehicles, Decision Dynamics, Inc., Secure Title Administration, Inc. (STA) and others. Auto Data Direct, Inc.’s system provides online tools to access through the ELT System.
Auto Data Direct will provide a web-based interface for the User to electronically access ELT.
Auto Data Direct 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 business or consequential damages caused directly or indirectly by use of the system including but not limited to deletion, mis-delivery, failure to store any User communications or timeliness of the data.
The User is responsible for obtaining access to the service as a qualified Auto Data Direct 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 Auto Data Direct.
The User understands that all record fees will be paid in advance. Fees for the ELT service will be deducted at the time the initial transmission is sent from the state notifying ADD that a lien has been recorded by the User. The User is responsible for maintaining sufficient funds in their “pre-paid” account to pay for all services offered via Auto Data Direct. If there is a shortage of funds in the User’s account, then Auto Data Direct’s system will not process the transaction/notification. Account balance information is available on the website at time of use. Accounts which have not been accessed for a period of more than six (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 within the six (6) month period will keep the account active. Auto Data Direct, Inc. offers automated payment (AutoPay) services if authorized by the User.
In the event the User switches ELT vendors, ADD may charge a fee for transferring lien transaction data from the User’s current account to another provider.
Request for a printed title is subject to an additional state fee.
Rates for service are subject to change and shall be set forth in the schedule of rates and provided in writing by Auto Data Direct, Inc.
Auto Data Direct, Inc. will maintain an on-line archive of each motor vehicle transaction for a period of 90 days after which time Auto Data Direct, Inc. will maintain an off-line record for a period of 5 years.
ADD may contract with Locator Technologies LLC as a consolidator for their Liendex continuous monitoring system and may provide this service to ADD’s lender customers through ADD’s ELT system. User understands that as part of ADD’s ELT service, lender and lien information may be shared with Liendex. In return Liendex may monitor the lenders active ADD ELT lien’s VIN against theft, impounds, proposed exports, salvage reports, pending storage and repair lien sales and offers to sell on e-bay. The lien monitoring service may be included with the lenders lien add fee, however ADD may choose to charge a separate fee for this service. Lender may choose to opt out of providing their lien information to Liendex.
This agreement is subject to any restrictions, limitations or conditions enacted by the State Legislatures, State Motor Vehicle Agencies, Liendex which may affect any or all terms or provisions of this agreement in any manner. The User understands that Auto Data Direct, Inc. must comply with legally valid subpoenas.
This agreement is not assignable by the User either in whole or in part without the express written consent of Auto Data Direct, Inc.
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. SHARING OF USERNAMES AND PASSWORDS IS STRICTLY PROHIBITED. Each Company may have an unlimited number of authorized users.
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 an ELT transaction in “real-time” utilizing the computer interface designed by Auto Data Direct, Inc. Furthermore, Auto Data Direct, Inc. will approve the connectivity utilized by the User to interface with the ELT database.
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 User’s use or misuse of the ELT system or the data provided, the content submitted, posted, transmitted or made available through Auto Data Direct by the User; the User’s connection to Auto Data Direct; 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 ELT, use of ELT, or access to ELT.
AUTO DATA DIRECT, INC.‘S PROPRIETARY RIGHTS
The User acknowledges and agrees that the ELT service and any necessary software used in connection with the ELT product including software of associate entities including STA (“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 ELT 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 ELT. The User agrees not to access ELT by any means other than through the interface that is provided by Auto Data Direct, Inc. for use in accessing ELT.
DISCLAIMER OF WARRANTIES
THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT:
USE OF ELT IS AT THE USER’S SOLE RISK. ELT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AUTO DATA DIRECT, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
AUTO DATA DIRECT, INC., ITS ASSOCIATE OR RELATED ENTITIES MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET THE USER’S REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE USER THROUGH THE SERVICE WILL MEET EXPECTATIONS, AND ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THE USER’S OWN DISCRETION AND RISK AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM AUTO DATA DIRECT, INC. OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.
LIMITATION OF LIABILITY
THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT AUTO DATA DIRECT, INC. OR ITS ASSOCIATE ENTITIES 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.
THE PARTIES HEREBY AGREE, IN CONSIDERATION OF THE FORGOING AND AS A CONDITION OF ACCEPTING SERVICE, THAT ANY CLAIM OR DISPUTE (INCLUDING THOSE BASED ON CONTRACT, NEGLIGENCE, TORT OR STATUTE) AMONGST THE PARTIES INCLUDING, BUT NOT LIMITED TO ANY THIRD PARTY CLAIM AND OR CLAIM FOR INDEMNITY OF CONTRIBUTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED BY AUTO DATA DIRECT, INC OR ASSOCIATE ENTITES UNDER THIS AGREEMENT, SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE AMERICAN ARBITRATION ASSOCIATION, ACCELERATED PROCEDURES. VENUE SHALL BE EXCLUSIVELY IN LEON COUNTY FLORIDA. EACH PARTY SHALL BEAR THEIR OWN COSTS (INCLUDING ARBITRATION COSTS) AND ATTORNEY’S FEES.
Notice to the User may be made either by email or regular mail. Auto Data Direct, Inc. may also provide notices of changes to the TOU or other matters by displaying notices or links to notices on Auto Data Direct, Inc.
Auto Data Direct, Inc. may be contacted in the following manner:
By mail:Auto Data Direct, Inc.
1830 E. Park Ave, Suite 1
Tallahassee, FL 32301
This TOU constitutes the entire agreement between the User and Auto Data Direct, Inc. and governs the use of Auto Data Direct; 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 and such disputes shall be resolved by expedited arbitration under the AAA rules and procedure. 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.
User shall be responsible to pay all applicable sales and use taxes, if any.