ACCEPTANCE OF TERMS
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 as well as proprietary programming and databases of “associate entities” such as Auto Data Direct, Inc., the American Association of Motor Vehicle Administrators (AAMVA) and others. Auto Data Direct, Inc.’s system provides online tools (i.e. NMVTIS Vehicle Upload) to electronically upload vehicle information into NMVTIS.
NMVTIS Vehicle Upload will provide a web-based interface for the User to electronically upload vehicle information to NMVTIS. In addition, Auto Data Direct, Inc.’s full, fee based NMVTIS Vehicle Upload service will allow the User to print a receipt of the uploaded vehicle information. Auto Data Direct, Inc.’s free, basic service for NMVTIS Vehicle Upload will provide the User an email notification of the uploaded vehicle information status once Auto Data Direct, Inc. receives notification from the AAMVA. Email notifications from Auto Data Direct, Inc. will come from the email address firstname.lastname@example.org to the User-provided email address.
NMVTIS Vehicle Upload Users understand and agree that the service is provided “AS-IS” and that neither Auto Data Direct, Inc., nor its affiliated entities shall be responsible for any losses, such as business or consequential damages caused directly or indirectly by use of the system including but not limited to losses arising from deletion, mis-delivery, or 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, 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 the full, fee based NMVTIS Vehicle Upload service 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 accept the User’s vehicle data. 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 will keep the account active. Auto Data Direct, Inc. may offer automated payment services if authorized by the User. The free, basic NMVTIS Vehicle Upload service does not have a maintenance fee for non-access, however, accounts that have not been accessed for a period of more than six (6) months shall be deactivated. Re-activation fees may apply.
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 three (3) months of vehicle uploads by the User’s entire company. Volume discounts for the NMVTIS Vehicle Upload are monitored by Auto Data Direct, Inc. and the User’s rate is subject to change. Users of the free, basic service that upgrade to the full, fee based service will be charged an upgrade fee and shall be subject to the terms of the full, fee based service.
For the full, fee based NVMTIS Vehicle Upload service, Auto Data Direct, Inc. will maintain an on-line archive of each NMVTIS vehicle upload for a minimum period of 90-days. The free, basic service does not include an on-line archive, the User will receive email notifications as to the status of uploaded records.
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), State Legislatures or 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.
The User agrees that this agreement is subject to the Anti-Car Theft Act of 1992, 49 U.S.C. 30502; National Motor Vehicle Title Information System (NMVTIS); Final Rule, Federal Register Part III, Department of Justice, 28 CFR Part 25 AND requirements and procedures for Consumer Assistance to Recycle and Save Program, Department of Transportation National Highway Traffic Safety Administration 49 CFR Parts 512 and 599.
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 Auto Data Direct, Inc. 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.
NMVTIS Consumer Access Product Disclaimer
Auto Data Direct, Inc. 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.
Auto Data Direct, Inc. agrees not to use the User’s third party’s information for its own benefit or the benefit of any person besides the User for the operation of NMVTIS, unless disclosed in writing to the User.
The User authorizes Auto Data Direct, Inc. to obtain information (i.e driver license number) to authenticate the User’s identity.
The User shall provide a valid and functional email address to Auto Data Direct, Inc. Correspondence relating to the account status, passwords, payment, policy changes and procedural changes, special and other activities between Auto Data Direct, Inc. and the User may be conducted via e-mail. Invalid or non-functional e-mail addresses may result in account suspension and deactivation. AUTO DATA DIRECT, INC. DOES NOT DISTRIBUTE OR SELL USERS’ EMAIL ADDRESSES.
The User understands that the contact person for the User’s account will be required to complete an annual verification process to review and confirm or update account information.
The User is responsible for implementing sufficient safeguards and procedures to securely protect any personal information the User may maintain on the User’s local computer and/or internal databases.
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 system or the data provided, 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.
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:
A. USE OF NMVTIS VEHICLE UPLOAD IS AT THE USER’S SOLE RISK. NMVTIS VEHICLE UPLOAD IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AUTO DATA DIRECT, INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS 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. 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. 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. 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 TAKE PLACE 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. Notice to Auto Data Direct, Inc. shall be made according to the contact information in the section below, “Contact Information.” 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.
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 NMVTIS Vehicle Upload; superseding any prior agreements between the User and Auto Data Direct, Inc.as to NMVTIS Vehicle Upload. 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. Any such arbitration shall take place in Leon County, Florida. 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 and venue in Leon County, 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.
The User shall be responsible for payment of all applicable sales and use taxes, if any.