How CarBuckets Works with Dealerships.
Registration with the Service.
If you would like to register to participate in the Service as an authorized automotive dealership (“Dealership”), you will first be asked your Dealership name and must provide certain information, including your contact details and applicable licensure. You may contact CarBuckets at (844) 467-0808 or e-mail CarBuckets at [email protected] to begin the intake process. Once we process your registration information, a CarBuckets representative will contact you to discuss your enrollment in the Service. Upon your express acceptance of this Agreement and your Dealership Quote (as defined below), you will be granted access to your own portal on the Website (“Dealership Account” or “Dealer Portal”, as context may require).
Acceptance of Dealership Quote.
Shipping and Delivery
Dealership further acknowledges and agrees that, in the event that the final destination of the Vehicle is outside of the Dealership’s Market Area, Dealership is responsible for the payment of all shipping and delivery costs for the Vehicle (“Delivery Costs”). “Market Area” means the geographic scope of Users assigned to a particular Bucket and the geographic scope of all dealerships invited to bid on a particular Bucket, as determined solely and exclusively within the discretion of CarBuckets. Dealership acknowledges and agrees that Dealership is required to use the Company’s exclusive shipping agent for the shipment and delivery of all Vehicles sold to Users of the Website, which, as of the date of this Agreement, is uShip® (“Shipping Agent”). Upon acceptance of the Dealership Quote, and in any event, prior to Dealership’s use of the Website and the Services, Dealership must provide proof that it has a registered account with the Shipping Agent and has agreed to abide by all contractual terms required thereby. Any shipment of a Vehicle by means of any other party other than the exclusive Shipping Agent shall be deemed a material breach hereof. Dealership must begin the registration process with the Shipping Agent using a referral link provided by CarBuckets. However, Dealership further acknowledges and agrees that the sole responsibility for registering with the Shipping Agent lies with the Dealership, including the negotiation of all terms, conditions and agreements related thereto. Dealership expressly acknowledges and agrees that CarBuckets may change the Shipping Agent at any time upon thirty (30) days written notice to Dealership. If Dealership already has a registered account with the Shipping Agent, please notify CarBuckets by writing to [email protected].
Digital Inventory Integration; Manual Discount Entry
In order to participate in the Service, Dealerships must connect their digital inventory management system (“Inventory System”) to the Service through their Dealership Account. CarBuckets currently supports the vAuto® and HomeNet Automotive® Inventory Systems. If your Dealership uses an Inventory System other than vAuto® or HomeNet® Automotive, then you may not use the Service until CarBuckets is able to integrate and connect with your Inventory System.
Once your Inventory System has been connected to the Service, the Service will automatically populate your Dealer Portal with your currently available inventory. In your portal, you will be able to view all makes and models of Vehicles in your inventory. The Manufacturer Suggested Retail Price (“MSRP”) as well as the invoice price will then be automatically populated for each Vehicle based on information obtained from Chrome Data®.
Inventory Data License.
In connection with your authorized use of the Service, you hereby grant to CarBuckets a perpetual, worldwide, irrevocable, royalty-free, transferable, sub-licensable, non-exclusive license to access, edit, store, distribute, use, copy, display, transmit, broadcast, make available, adapt, prepare derivative works of, and otherwise use Dealership’s Inventory Data, and for unlimited and unrestricted access, printing and use by Users through the Service. For purposes of this Agreement, the term “Inventory Data” means information and images relating to new and used Vehicles made available to CarBuckets by Dealership directly or through an intermediary, including, but not limited to, vehicle identification number (“VIN”), make, model, year, location, vehicle description (trim, specifications, mileage, etc.), price, comments, and photographs and other imagery. CarBuckets reserves the right to edit or reject any Inventory Data or portion thereof from display on the Service in its sole discretion and without prior notice to Dealership. Dealership acknowledges that CarBuckets is a website provider and is not responsible for the Dealership’s Inventory Data. Dealership shall be solely responsible, at its own risk and expense, for (and CarBuckets shall have no liability in connection with) ensuring the accuracy, legality and integrity of the Inventory Data provided to CarBuckets. You will immediately inform CarBuckets if you become aware of illegal contents in your Inventory Data in accordance with applicable law, or of contents that are otherwise inappropriate or unauthorized. CarBuckets may exclude or remove any portion of Dealership’s Inventory Data from the Website for no reason or for any reason, in its sole and absolute discretion.
Bucket Matching and Bidding Process; Winning Bid; Interviews; Final Price.
If the User wishes to proceed with the purchase or lease of the Vehicle set forth in its Winning Bid Notice, the Winning Dealership will be given that User’s contact information. It is the responsibility of the Winning Dealership to conduct an initial interview (“User Interview”) with each such User within twenty-four (24) hours from the issuance of a Winning Bid Notice. This information can be accessed by the Winning Dealership in its Dealer Portal. The Winning Dealership will then conduct the User Interview to obtain additional information, including, but not limited to, whether or not the User desires to finance or lease the Vehicle, the down payment amount, any extended warranties that the User desires to purchase and the location where the Vehicle is to be delivered. The Winning Dealership must also verify whether or not the User qualifies for any Cash Rebates. If, during the User Interview, the User desires to place a hold on the Vehicle, Dealership and User must negotiate a deposit, which may be used to hold the Vehicle for up to five (5) days. If after payment of the agreed-upon deposit, the User does not purchase or lease the Vehicle within five (5) days, the Vehicle may be returned to active inventory.
The Final Price Notice generated by the Service and based on the Winning Dealership’s input is a legally binding and valid offer made by the Winning Dealership to the User, which the Winning Dealership acknowledges and agrees shall remain open for acceptance to the User for a period of seventy two (72) hours (“Offer Period”). Dealerships are not required to hold a specific Vehicle, but, in the event the Vehicle specified in a Final Price Notice is sold, Dealership must provide the User an equal or greater make and model (with matching trim and color) for an equal or better price than that which was specified in the Final Price Notice (“Replacement Vehicle”). In the event Dealership does not have such vehicle in its possession, Dealership shall use all commercially reasonable efforts to obtain such Replacement Vehicle by means of a dealer-trade. If Dealership cannot obtain the Replacement Vehicle by means of dealer-trade within twenty-four (24) hours from issuance of the Final Price Notice, Dealerships must notify CarBuckets by emailing [email protected].
Upon issuance of the Final Price Notice, in no way is CarBuckets itself making offers to a User, either directly or indirectly. You acknowledge and agree that the offer to sell or lease a Vehicle is binding solely upon the Dealership. Upon receipt thereof, the User will then have the option to click “Buy [or Lease] This Car” in the Final Price Notice, and from there must proceed with the Winning Dealership to finalize a binding legal contract for the sale or lease of the Vehicle within the Offer Period, set forth above.
The foregoing notwithstanding, CarBuckets will only share the identity of the Winning Dealership and the pricing offered by your Dealership to Users of the Service who are part of a Bucket for which you are the Winning Dealership and will not share the identity of your Dealership nor the prices you submitted with other Dealerships who use the Website or the Services. Users will only be able to see the CarBuckets Price and Final Price for the Vehicle that they selected and not the total bid amount (Lowest Volume Price) for the Bucket.
Dealer Installed Accessories; No Bumping Allowed
Dealerships must disclose any additional accessories installed on a Vehicle which were not installed by the manufacturer. Bumping is expressly prohibited on the CarBuckets Website or Service. “Bumping” is defined as the undisclosed installation of accessories that increases the price of that vehicle from the “Base MSRP”. This is usually presented as an add on to the MSRP and are rarely quoted in internet prices. If a Dealership engages in any Bumping, it will be considered a breach of this Agreement and our Dealership Code of Conduct. Dealerships are required to add up any and all accessories that the Dealership or applicable factory installed on that Vehicle prior to selling or leasing it. If a Dealership offers to sell or lease a Vehicle on the Website which contains additional accessories, such accessories must be disclosed and reflected in the CarBuckets Price and Final Price. Dealerships must inform the User that these additional accessories are in addition to the CarBuckets Price and/or Final Price they received on the Website. If neither the Dealership nor applicable manufacturer have installed any accessories on the Vehicle, the Accessories Field may be left empty or a Dealership may enter $0.00. Otherwise, the dollar amount of any additional accessories must be disclosed.
No Alterations of Final Prices
If a Dealership is the Winning Dealership: (i) the Dealership shall be bound by the Final Price provided by Dealership in connection with any Vehicle that are part of the applicable Bucket and included in the Winning Bid, and (ii) CarBuckets shall have the right to notify Users that the Winning Dealership is offering the applicable Vehicle(s) to such Users. Upon issuance of the Final Price Notice, Dealership shall be deemed to have made a legally binding offer to each such User, which shall be subject to acceptance by each applicable User in accordance with the terms of the offer. Unless otherwise agreed to in writing by Dealership and a User, Dealership shall not alter or modify the terms of the offer (including the Final Price) in any way. The foregoing notwithstanding, if a User desires to purchase additional accessories, upgrades, or a different, make, model or trim (which differ from the User’s selections through the Service), the terms of the offer may be modified by the Dealership to reflect such changes, insofar as the Dealership notifies the User and obtains the User’s written consent. Please refer to our Dealership Code of Conduct.
CarBuckets may also, from time to time, include a vehicle listing and information service on a portion of the Website through which Users and Dealerships can conduct vehicle sales transactions based off of a Dealership’s current inventory (“CarBuckets Marketplace”). The information on Vehicles provided in the CarBuckets Marketplace is supplied by the applicable Dealership; CarBuckets is not responsible for the accuracy of such information. CarBuckets provides these Services and the Website and all information and materials without conditions, representations or warranties of any kind, either expressed or implied. CarBuckets is not a party to any transaction between Users and Dealerships that occur through the Website or that originates from information found on the Website. Vehicle prices do not include additional fees such as government fees and taxes, title and registration fees, licensing and plate fees, finance charges, dealer document preparation fees, and emission testing, if applicable. If a User desires to purchase a Vehicle through the CarBuckets Marketplace, they will be directed to contact the selling Dealership. Upon receipt of an offer to purchase any Vehicle being sold by you in the CarBuckets Marketplace, Dealerships agree to set up a User Interview, after which, a Final Price Notice may be issued by the selling Dealership to the User. Prices quoted in the Final Price Notice shall be binding for seventy two (72) hours from issuance thereof. If, during the User Interview, the User desires to place a hold on the Vehicle, Dealership and User must negotiate a refundable deposit, which may be used to hold the Vehicle for up to five (5) days. If after payment of the agreed-upon deposit, the User does not purchase or lease the Vehicle within five (5) days, the Vehicle may be returned to active inventory.
In addition, as a seller or lessor of any Vehicle on the CarBuckets Marketplace, you represent and warrant: (i) that all information submitted to CarBuckets about a particular Vehicle and your contact information are accurate and true. In addition, you agree to approve listing descriptions as complete and accurate before publication, (ii) that all relevant Vehicle information is included in the listing submission, (iii) that you are prepared to sell the listed Vehicle at the price at which it is listed, and (iv) that you have possession of the actual Vehicle listed and the proper authority to transfer title.
Compliance with Applicable Laws
Dealerships represent, warrant and covenant that Dealership is, and will at all times be, in full compliance with all applicable governmental, legal, regulatory, and professional requirements, including anti-corruption and anti-bribery laws, all laws, regulations, rules and ordinances issued by any federal, state or local regulatory body, related to the purchase and leasing of automotive vehicles, and laws relating to privacy, information security or similar matters (collectively the “Applicable Laws”). Dealership will promptly notify CarBuckets if Dealership receives any notice, demand, summons or complaint from any governmental or regulatory authority, agency or other body relating to the subject matter of this Agreement, and will take all steps, at Dealership’s expense, to resolve any issues related to the compliance hereof as promptly as practicable. If you are not in compliance with Applicable Laws, you are not authorized to use our Service. Loss of a Dealership’s licensure shall be grounds for automatic termination of your Dealership Account.
CarBuckets makes no representations or warranties regarding any legal or regulatory compliance applicable to Dealership and Dealership is solely responsible for determining and ensuring whether its participation in CarBuckets and its performance in connection with and related to this Agreement complies with all legal and regulatory requirements applicable to Dealership, whether state, local, federal or otherwise, as well as the terms and conditions of any and all applicable agreements between a Dealership and an applicable Vehicle manufacturer.
If Dealership is the Winning Dealership for a Bucket, Company will promptly notify Dealership via email that Dealership has won the bidding process for that Bucket. The Final Price offered to a User shall be a valid offer which is open for forty-eight (48) hours from each User being provided a Final Price Notice, and after such time, the offer shall expire. The Dealership shall contact the User within twenty-four (24) hours after issuance of the Final Price Notice. In the event Dealership fails to make the Vehicle available in the Final Price Notice, then Dealership shall immediately offer User an equal or better-equipped Vehicle at the same or lower price. If Dealership does not have an equal or better-equipped Vehicle in its inventory, and Dealership fails to acquire such a Vehicle through dealer-trade or otherwise, Dealership shall be considered in breach of this Agreement and the Dealership Code of Conduct.
In the event of a tie whereby two or more Dealerships offer the same Lowest Volume Price for a Bucket, Company shall promptly contact Winning Dealerships via telephone and each Dealership may offer a further reduction to the Lowest Volume Price, by adjusting the discount of each Vehicle in the Bucket. In the event that tied dealerships submit identical bids in the tie-breaker round, the Winning Dealership will be determined by CarBuckets, based on its rating system on the Website and its past performance with CarBuckets Users or otherwise, in its sole and absolute discretion. In the event that the rating for each Dealership is also identical, the final determination of the Winning Dealership will be made in the CarBuckets’ sole and absolute discretion.
Final Responsibility for Transaction with User
Dealership is and shall be solely responsible for all aspects of the sale and delivery of the Vehicles and any related materials or documentation, including, without limitation, any warranty, extended warranty or other claims that may be made by Users with respect to any Vehicle. Dealership acknowledges and agrees that Dealership, and not Company, is the seller of the Vehicles and Dealership shall be responsible for handling all aspects of the sale of Vehicles to Users in connection with offers, including the shipping thereof, if applicable. Company’s sole obligation to Dealership under this Agreement with respect to the promotion and distribution of offers shall be to notify Users of the offers that are available to them from the Winning Dealership.
Further, Dealership acknowledges and agrees that it shall be solely responsible for the payment of all sales, use, value-added or other taxes that may be imposed upon the sale, license, or use of any Vehicles.
No Guarantee of Purchase.
We cannot and do not guarantee that any Bucket will be “activated”. Further, if you are selected as the Winning Dealership, we cannot and do not guarantee that any Users who are part of the applicable Bucket will ultimately purchase or lease a Vehicle from your Dealership. You will not be eligible to receive any fees or other compensation for a User’s failure to purchase a Vehicle and you will not have any recourse against a User or CarBuckets for any such failure.
Books and Records.
Dealership shall maintain complete and accurate records with regard to all Vehicle sales generated through the Service and all fees paid to CarBuckets pursuant to this Agreement in accordance with generally accepted industry practices. Dealership shall retain such records during the Term and for a period of three (3) years after the Term, or such period as may be required by law.
You may not access or use the Service for any purpose other than the purpose for which we make it available to you. We may prohibit certain activities in connection with the Service in our discretion. These prohibited activities include, without limitation, the following:
Criminal or tortious activity, including fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, trademark infringement or theft of trade secrets.
Using any information obtained from the Service in order to contact, advertise to, solicit or sell any products or services to any User without their prior explicit consent.
Interfering with, disrupting or creating an undue burden on the Service or the networks or services connected to the Service.
Attempting to impersonate another User or person or using the User I.D. or account of another User.
Misrepresenting eligibility for Incentives;
Using any information obtained from the Service in order to harass, abuse or harm another person.
Using the Service in a manner inconsistent with any and all applicable laws and regulations.
Using or otherwise accessing the Service for any reason other than a good faith interest in purchasing the identified Vehicle.
Undertaking any activity which infringes on our or any third-party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity and privacy.
Posting or submitting any content which is libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene.
Transmitting any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
Restricting or inhibiting any other visitor from using the Website, including without limitation, by means of “hacking” or defacing any portion of the Website.
Modifying, adapting, sub-licensing, translating, selling, reverse engineering, decompiling, or disassembling any portion of the Website.
Removing any copyright trademark or other proprietary rights notices contained in the Website.
Distributing any virus, worm or other similar or deleterious files, scripts or programming routines through the Website.
Using any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine” the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents, authentications and security measures; or
Harvesting or collect information about any Users without their express consent.
Attempting to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services;
Modifying, translating, or creating derivative works based on the Services; or
Removing any proprietary notices or labels on the Website.
Operation of the Service.
Data Collection And Access.
You acknowledge and agree that all data, including but not limited to, personally identifiable information, provided by Users and/or Dealerships through the use of the Service, and any and all reports, results, and/or information created, compiled, analyzed and/or derived by CarBuckets from such data (“CarBuckets Data”) is our sole and exclusive property and shall be considered Confidential Information of CarBuckets pursuant to this Agreement. CarBuckets, in its sole discretion, shall have the right to use the CarBuckets Data without further obligation to you. To the extent CarBuckets elects to provide a Dealership with any CarBuckets Data, such Dealership shall safeguard and protect such CarBuckets Data and shall only use the CarBuckets Data as permitted under this Agreement and by CarBuckets and shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such CarBuckets Data, or any portion thereof, to any third-party.
Intellectual Property Rights.
Notwithstanding the foregoing, you may use CarBuckets’ trade name or logo in connection with Dealership marketing or advertising materials, only upon receipt of CarBuckets’ prior written approval for such use, which may be withheld in CarBuckets’ sole discretion.
You hereby grant CarBuckets the non-exclusive, limited, royalty-free right and license to use your and/or Dealership’s trade name, trademarks, service marks, copyrightable works, and other business information in connection with any promotional material made available to Users through our Service, including but not limited to any photographs or images contained therein.
When used in this Agreement, the term “Confidential Information” shall mean the terms of this Agreement and all proprietary information, data, trade secrets, and business information and other information of any kind whatsoever, which either party hereto (“Disclosing Party”) discloses, in writing, orally or visually, to the other party (“Receiving Party”), or to which Receiving Party has access, in connection with discussions, negotiations and performance between and by the parties hereto, including but not limited to trade secrets, know-how, ideas, business plans, pricing information, the identity of and any information concerning customers or suppliers, computer programs (whether in source code or object code), procedures, processes, strategies, methods, systems, designs, discoveries, inventions, production methods and sources, marketing and sales information, information received from others that a party hereto is obligated to treat as confidential or proprietary, and any other technical, operating, financial and other business information that has commercial value, to the Disclosing Party, its business, potential business, operations or finances, or the business of CarBuckets’ affiliates or customers.
Each party hereto, as Receiving Party, hereby agrees that Confidential Information of the other party, as the Disclosing Party, will be used by it only in connection with the performance of its obligations under this Agreement and that Confidential Information will not be disclosed or made available to any person for any reason whatsoever, other than on a “need to know basis” and then only (i) to its employees or agents, and (ii) as required by law or as otherwise permitted by this Agreement. Prior to any disclosure of Confidential Information as required by law, the Receiving Party shall notify the Disclosing Party of any actual or threatened legally compelled disclosure, and cooperate with the Disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure; provided, however, that Disclosing Party shall bear the sole cost of such efforts. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or limit Receiving Party’s use of information or data (i) independently developed by it; (ii) rightfully acquired by it from a third party with full legal right to disclose such information; (iii) approved for disclosure by the Disclosing Party pursuant to this Agreement; (iv) which becomes part of the public domain through no breach of this Agreement; or (v) disclosed in connection with the pursuit or defense of any claim arising between CarBuckets and Dealership. The Receiving Party does not acquire any right, title, or other ownership interest in the Confidential Information of the Disclosing Party. In the event of any breach of the obligations under this Section, the breaching party acknowledges that the other party would have no adequate remedy at law, because the harm caused by such a breach would not be easily measured and compensated by damages, and that in addition to such other remedies, at law and in equity, as may be available to the other party, including but not limited to monetary damages and injunctive relief.
Term. This Agreement shall commence as of the date that you consent to the Dealership Quote and shall continue until terminated as further set forth below (“Term”).
Termination for Convenience. Either party may terminate this Agreement, including the applicable Dealership Quote, upon thirty (30) days’ prior written notice to the other party, subject to Dealership’s completion of any obligation of performance or payment to CarBuckets and/or any Users, pursuant to this Agreement or Code of Conduct.
Termination for Cause. Either party may terminate this Agreement effective immediately by written notice, and shall be deemed “for cause”, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise. CarBuckets may also terminate this Agreement “for cause” in the event that Dealership breaches any term of this Agreement or the Code of Conduct, and such breach remains uncured within three (3) days of written notice from CarBuckets to Dealership.
Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted hereunder, with the exception of Dealership’s obligation to make payment for any fees due and owing to the Company, shall automatically terminate. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such occurrence.
Cancellation of Dealership Accounts by CarBuckets.
Cancellation of your Dealership Account by You.
You may close your Dealership Account upon ninety (90) days written notice to CarBuckets, by emailing [email protected], subject to the terms of your applicable Dealership Quote. This Agreement will survive the termination of your Dealership Account.
You are solely responsible for any data, information, text, messages, or other materials you upload or submit to the Service (“User Content”). You agree that any User Content: will be accurate; will not violate or facilitate the violation of any law or regulation; will not violate any right of a third-party; and will not cause injury to any person or entity. You are solely responsible for the User Content you submit in connection with the Service, and CarBuckets assumes no liability for any User Content submitted by you. For any User Content you submit, you grant to CarBuckets a non-exclusive, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, and distribute such User Content all without compensation to you, solely as necessary to provide the Service to you. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section. Information that can be used to personally identify you that you provide in connection with the Service will not be considered User Content and will be handled in accordingly with our Privacy Policies.
If you provide us with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Website (“Feedback”), we shall have the right to use such Feedback at our discretion, including, but not limited to the incorporation of such suggested changes into the Website. You hereby grant us a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate and use your Feedback into our Service for any purpose.
Representations and Warranties.
You and CarBuckets each represent and warrant to the other that (i) such party has the full corporate right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform the acts required of it; (ii) the execution of this Agreement by such party, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound, or any applicable governmental law or regulation to which it is subject; (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party in accordance with its terms; (iv) such party shall render all services to the other party in a professional and commercially reasonable manner, in accordance with generally accepted industry standards; and (v) such party acknowledges that the other party makes no representations, warranties, or agreements related to subject matter not expressly provided for in this Agreement.
Dealership represents and warrants that (i) Dealership shall honor the Final Prices offered to each User, which constitute legally binding offers to sell or lease a Vehicle, from Dealership, to a User, subject to availability, and shall not alter or modify the terms of any Final Price in any way; (ii) Dealership shall comply with all state, local and national consumer protection, anti-trust, and other applicable commercial laws concerning the offering of Vehicles to consumers and all other applicable rules, regulations and laws relating to the conduct of Dealership’s business in each jurisdiction where it conducts business or is subject to such rules, regulations or laws and Dealership acknowledges that CarBuckets shall have no obligation to advise Dealership with respect to the applicability of any such rules, regulations or laws and Dealership shall rely only upon its own counsel’s advice for such matters; (iii) Dealership shall not engage in any unlawful or unethical practices with respect to any and all Users; (iv) Dealership shall not make any offers or bids unless Dealership reasonably believes that it has a the ability to supply such Vehicles to all Users that accept and complete such offer; (vi) Dealership shall not otherwise engage in any illegal, unfair or fraudulent business practices using the Service; (vii) Dealership shall comply with any and all agreements in effect between Dealership and any vehicle manufacturer, which it has in place; and (viii) Dealership shall be solely responsible for any warranty obligations arising in connection with the Vehicles.
Disclaimer of Warranties.
THE WEBSITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR THIRD-PARTY SITES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE AND/OR ANY MOBILE APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CARBUCKETS, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
WITHOUT LIMITING THE FOREGOING, CARBUCKETS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS TO (I) THE CONTENT POSTED BY ANY THIRD-PARTY ON THE CARBUCKETS WEBSITE, (II) THE VEHICLES OR VEHICLE DESCRIPTIONS, (III) THIRD-PARTY SITES AND ANY THIRD-PARTY PRODUCT OR SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE CARBUCKETS WEBSITE, AND (IV) THE QUALITY OR CONDUCT OF ANY THIRD-PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE CARBUCKETS WEBSITE OR (I) THAT THE CARBUCKETS WEBSITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR SITES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CARBUCKETS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CARBUCKETS WEBSITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR SITES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CARBUCKETS WEBSITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE CARBUCKETS WEBSITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE APPLICATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE CARBUCKETS WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Limitation of Liability.
IN NO EVENT SHALL CarBuckets BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, LOSSES OR EXPENSES, including any lost profits, lost data, or lost savings, whether based on breach of contract, breach of warranty, tort or any other legal theory, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF the Service OR RELIANCE ON OR USE OR INABILITY TO USE THE INFORMATION, MATERIALS OR SERVICES provided through the Service, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF CarBuckets OR ITS THIRD-PARTY Suppliers ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. IN NO EVENT WILL CarBuckets’ AGGREGATE LIABILITY FOR ANY CLAIM EXCEED THE AMOUNT OF FEES, IF ANY, YOU HAVE PAID CARBUCKETS.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
You agree to fully indemnify, defend, and hold CarBuckets and its directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (i) your access to, use of, or alleged use of, the Services or services or goods obtained through your use of the Services; (ii) Your breach or violation of the terms in this Agreement, any representation, warranty, or covenant referenced in this Agreement, or any applicable law or regulation; (iii) any allegation that any materials you submit to us or transmit to the CarBuckets Website infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third-party; (iv) Your activities in connection with the CarBuckets Website or other websites to which the CarBuckets Website is linked; and/or (v) your negligent act or omission or willful misconduct.
Governing Law and Jurisdiction.
You agree that your use of the Service shall be governed by and construed in accordance with the laws of Florida, without regard to conflict of law rules. The courts of Miami-Dade County Florida shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement that is not subject to Arbitration.
Arbitration Agreement and Waiver of Class Remedies
The Parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Class Action Waiver.
The Parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the Parties shall be deemed to have not agreed to arbitrate disputes.
Exception - Litigation of Small Claims Court Claims.
Notwithstanding the Parties’ decision to resolve all disputes through arbitration, either Party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Thirty Day Right to Opt-Out.
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth this Section by sending written notice of your decision to opt-out to the following address: CarBuckets, 6538 Collins Avenue., Unit 58, Miami Beach, Florida 33141. Attention: Accounts Department. The notice must be sent within thirty (30) days of registering to use the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms set forth above. If you opt-out of these arbitration provisions, we also will not be bound by them. In addition, if you elect to opt-out of these arbitration provisions, we may terminate your use of the Service.
No Oral Modifications.
Third Parties and Third-Party Beneficiaries.
No Agency Created.
Nothing contained in this Agreement creates any agency, partnership, joint venture, or employment between a Dealership and CarBuckets. Dealerships shall not have authority of any kind to bind CarBuckets in any manner.
The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Dealership has been informed and understands that CarBuckets is now, and may hereafter, offer the Service to other automotive dealerships that conduct business of the same type as Dealership, and which are or may be competitive with the business of Dealership. Dealership acknowledges and agrees that CarBuckets has no duty of exclusivity to Dealership and that such other dealerships may participate in the Service as decided in CarBuckets’ sole discretion.
CarBuckets shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond CarBuckets’ reasonable control, including, without limitation, any mechanical, electronic or communications failure or degradation or any other Act of God, event of force majeure or other circumstance beyond the reasonable control of CarBuckets.
You consent to receive notices and other communications regarding these terms and conditions and/or other aspects of the Service through posting of notices on the Service. You agree that all agreements, notices, disclosures, and other communications that CarBuckets provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing.
Last Updated: October 6, 2021