Term of Use

ACCEPTANCE OF TERMS

Welcome to Auto Data Direct, Inc.’s (ADD) service for accessing CarLocate. 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. The most current version of the TOU may be reviewed at any time at http://www.add123.com/tou/carlocate.

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 CarLocate service.

DESCRIPTION OF SERVICE

Auto Data Direct’s service consists of proprietary programming and databases. Auto Data Direct is an approved Third-Party Service Provider of the Florida Department of Highway Safety and Motor Vehicles (DHSMV) to provide services in accordance with Chapter 713, F.S., to motor vehicle repair shops, garages, automotive service facilities, storage operators and towing-storage operators (collectively referred to as Operators) for the purpose of notification to owners and lienholders.

ADD’s CarLocate system (CarLocate) provides online tools that allows for the location of towed or impounded vehicles and liened vehicles in accordance with statute.

CarLocate will provide a web-based interface as follows:

• For the requesting party, CarLocate will: provide a secure method to find information on the whereabouts for vehicles for which notices have been sent by Operators in accordance with Chapter 713 of Florida Statutes.
• This feature of CarLocate is limited to Operators that have agreements with Auto Data Direct to use this function. The DHSMV may have other authorized Third-Party Providers providing a similar service. Information that was submitted by an Operator to another Third-Party Service Provider regarding a vehicle’s location may not be available directly from the CarLocate service.

User understands and agrees that Service is provided “AS-IS” and that neither ADD, nor its affiliated entities shall be responsible for any losses, such as business or consequential damages caused directly or indirectly by use of CarLocate including but not limited to losses arising from deletion, mis-delivery, or failure to store any User communications. Neither ADD nor its affiliated entities assume responsibility for the accuracy, completeness, 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 fees will be deducted from the pre-paid balance on a monthly basis. 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 are insufficient funds in the User’s Account, then Auto Data Direct’s system will not activate the CarLocate service. If the Account has CarLocate activated and insufficient funds for processing the monthly monitoring fees, CarLocate will continue monitoring for up to 60-days. After day 60, the CarLocate service will be deactivated and monitoring disabled. 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.

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 CarLocate service are based on the volume of VINs submitted for monitoring. A minimum of $100 per month will be deducted from the User’s prepaid account for use of the CarLocate service. Volume discounts for the CarLocate service are monitored by Auto Data Direct, Inc. and the User’s rate is subject to change.

This agreement is subject to any restrictions, limitations or conditions enacted by the State Legislatures, State Motor Vehicle Agencies, 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.

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 User’s use or misuse of the CarLocate 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 CarLocate, use of CarLocate, or access to CarLocate.

AUTO DATA DIRECT, INC.‘S PROPRIETARY RIGHTS

The User acknowledges and agrees that the CarLocate service and any necessary software used in connection with the CarLocate product including software of associate entities (“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 CarLocate 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 CarLocate. The User agrees not to access CarLocate by any means other than through the interface that is provided by Auto Data Direct, Inc. for use in accessing CarLocate.

DISCLAIMER OF WARRANTIES

THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT:

A. USE OF CARLOCATE IS AT THE USER’S SOLE RISK. CARLOCATE 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.

B. 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.

C. 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.

D. 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.

ARBITRATION

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. UNDER THIS AGREEMENT, SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE AMERICAN ARBITRATION ASSOCIATION, ACCELERATED PROCEDURES. ARBITRATION SHALL TAKE PLACE IN LEON COUNTY FLORIDA. EACH PARTY SHALL BEAR THEIR OWN COSTS (INCLUDING ARBITRATION COSTS) AND ATTORNEY’S FEES

NOTICE

Notice to the User may be made either by email or regular mail. Notice to Auto Data Direct, Inc. shall be made according to the contact information in the section below, “Contact Information.” CarLocate may also provide notices of changes to the TOU or other matters by displaying notices or links to notices on CarLocate.

CONTACT INFORMATION

Auto Data Direct, Inc. may be contacted in the following manner:

By mail:

GENERAL INFORMATION

This TOU constitutes the entire agreement between the User and Auto Data Direct, Inc. and governs the use of CarLocate; superseding any prior agreements between the User and Auto Data Direct, Inc. as to the CarLocate service. 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 procedures. In the event of litigation, 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 brought 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.