Terms and Conditions for Unison Automotive Solutions LLC.
Last Modified: 07/28/2023 undefined These Terms and Conditions (including any for Unison Automotive Solutions LLC) are incorporated into and part of the Order Form between the parties (collectively, the “Agreement”). This Agreement includes the Definitions attached as Schedule A. Please note that in an effort to display the Agreement in an accessible manner on this "Web Site," section headings and number orders may not be correct. If referencing this agreement, please request a paper copy from Unison Automotive Solutions LLC that will have the correct section headings and numberings. Services:
Unison Automotive Solutions LLC Responsibilities. During the Term of this Agreement, Unison Automotive Solutions LLC agrees to: Provide the Services and make them available to Client and Users via the Client website, pursuant to the terms of this Agreement and any Documentation posted at its website (as may be amended from time to time); provide the Support Services to Client; and maintain commercially reasonable administrative, technical and physical controls to protect User Data stored on its servers from unauthorized access, accidental loss, or unauthorized modification. Dealership Responsibilities:
Client Dealership, for itself and all Users, agrees to: Use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, including maintain the security of all access credentials to the Services; obtain legally sufficient consent from each prospective customer to allow Unison Automotive Solutions LLC to provide the Services; and promptly inform Unison Automotive Solutions LLC of any actual or reasonably suspected unauthorized access to the Services or Service Data of which Client becomes aware. By participating in the Unison platform, dealerships agree to indemnify, defend, and hold harmless Unison, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all claims, liabilities, losses, expenses, damages, and costs, including without limitation reasonable attorneys' fees, arising from or relating to their responsibilities as outlined in this section. This indemnification obligation will survive the termination of these Terms of Service and the dealership's use of our platform. As a participating dealership on the Unison platform, dealerships agree to assume full responsibility for various aspects of their involvement and interactions on our platform. Unison, as a neutral facilitator, bears no responsibility for the actions and decisions made by the dealerships. The following are the key expectations and responsibilities for participating dealerships: Compliance with Laws and Regulations:
Dealerships must comply with all applicable laws, regulations, and industry standards in relation to their business operations, marketing, sales, financing, and data privacy. This includes, but is not limited to, consumer protection laws, data protection regulations, and fair lending practices. Adherence to Platform Guidelines:
Dealerships are expected to adhere to the guidelines and terms of service set forth by Unison. This includes following the rules and best practices related to lead management, credit pre-qualification, API and CRM integrations, and any other services provided by our platform. Dispute Resolution:
In the event of disputes or issues arising between dealerships and users, the dealership is responsible for resolving such disputes directly with the users. Unison shall not be held liable for any disputes, losses, or damages that may result from transactions, communication, or agreements between dealerships and users. Service Data and User Data Licenses:
Service Data License and Restrictions:
During the Term of this Agreement, Unison Automotive Solutions LLC grants to Client a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access, capture, copy, store, transmit, maintain and display the Service Data as necessary for Client to receive the benefit of the Services. Upon termination or expiration of this Agreement, Client agrees to destroy all copies of the Service Data and certify the same in writing to Unison Automotive Solutions LLC, excluding (i) Service Data incorporated into User Data, reports or analytics created during the Term, and (ii) Service Data on back-up media, which may be destroyed or recycled according to Client’s retention schedule for such media. User Data License and Restrictions: Client grants to Unison Automotive Solutions LLC (i) a non-exclusive, non-sublicensable, non-transferable license to use, access, capture, exploit, copy, store, transmit, maintain, create derivative works of, and display the User Data solely to provide the Services during the Term; and (ii) a non-exclusive, non-sublicensable, non-transferrable, worldwide, fully-paid, perpetual license to use anonymized and de-identified User Data in aggregate with that of other clients to improve the Services. Upon termination or expiration of this Agreement, Unison Automotive Solutions LLC will destroy all copies of User Data and certify the same in writing to Client, excluding (a) anonymized and de-identified User Data licensed in Section 1.3.2(ii), (b) User Data on back-up media, which may be destroyed or recycled according to Unison Automotive Solutions LLC’s retention schedule for such media, (c) User Data that Unison Automotive Solutions LLC is required to retain under Applicable Law (but only for so long as required by such Applicable Law). Ownership: As between the Parties, Unison Automotive Solutions LLC owns all right, title, and interest, including all Intellectual Property (IP) Rights, in and to the Services, Documentation, Service Data, Unison Automotive Solutions LLC's trademarks, and all other services, software, tools, and resources provided or developed by Unison Automotive Solutions LLC in connection with this Agreement. This includes, but is not limited to, any enhancements, modifications, customizations, and derivative works thereof. As between the Parties, Client owns all right, title, and interest, including all IP Rights, in and to the User Data, Client's trademarks, and any content or materials provided by Client for use in connection with the Services. This Agreement does not transfer or convey to the Client or any third party any right, title, interest, or IP Rights in or to the Services, Documentation, Service Data, or Unison Automotive Solutions LLC's trademarks, but only a limited, non-exclusive, non-transferable, and revocable right of use in accordance with the terms and conditions of this Agreement. Similarly, this Agreement does not transfer or convey to Unison Automotive Solutions LLC or any third party any right, title, interest, or IP Rights in or to the User Data or Client's trademarks, but only a limited, non-exclusive, non-transferable, and revocable right of use in accordance with the terms and conditions of this Agreement. Comments and Ideas.
Client or Users may choose to, or Unison Automotive Solutions LLC may invite Client or User to, submit comments, feedback, suggestions, or ideas about the Services, including about how to improve the Services or develop new features or functionality (“Ideas”). By submitting Ideas to Unison Automotive Solutions LLC, Client agrees, on behalf of itself and any User, that such disclosure is gratuitous, unsolicited, and without restriction. Client acknowledges and agrees that Unison Automotive Solutions LLC is under no fiduciary or other obligation to Client or User with respect to Ideas, and that Unison Automotive Solutions LLC is free to use, disclose, reproduce, license, distribute, and otherwise exploit Ideas without any attribution, compensation, or liability to Client or User. Client and Users further waive any and all claims, now or in the future, that Unison Automotive Solutions LLC's use or exploitation of Ideas infringes upon any IP Rights or other rights of Client or User. Trademark License.
Client grants to Unison Automotive Solutions LLC a non-exclusive, non-transferable, revocable, worldwide, royalty-free license during the term of this Agreement to use Client’s name and trademark to identify Unison Automotive Solutions LLC to prospective customers and others as Client’s provider of Services. When using Client’s trademarks, Unison Automotive Solutions LLC will comply with trademark usage guidelines made available to it. All goodwill generated from the use of Client’s name and trademark will inure to the benefit of Client.
Term and Termination.
This Agreement will commence on the Effective Date of the Parties' initial Order Form and remain in effect for the earlier of termination as provided in this Agreement or 30 days after no Order Form is in effect (the "Term"). Billing for the Services shall commence on the day the website launches, unless otherwise agreed to in writing by both Parties. Either Party may terminate this Agreement if (i) the other Party breaches any material provision of this Agreement and has not cured the breach within thirty (30) days after receipt of written notice of the breach from the non-breaching Party, or (ii) is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. In the event of termination due to a material breach, the terminating Party shall provide the other Party with written notice specifying the nature of the breach and the intent to terminate. If the breaching Party fails to cure the breach within the thirty (30) day cure period, the Agreement shall automatically terminate upon the expiration of the cure period. Termination of this Agreement shall be without prejudice to any other rights or remedies available to the terminating Party under this Agreement or applicable law. Payment.
Fees; Billing.
Client agrees to pay Unison Automotive Solutions LLC the Fees as set forth in each Order Form. Invoices will be provided electronically in advance, and will be payable NET30. If during the Term of this Agreement Client elects to use a Service for which a fee is not specified in this Agreement, Unison Automotive Solutions LLC’s then-current public pricing will apply. Unison Automotive Solutions LLC may change the Fees no more than annually after the first 12 months of the Term by providing Client sixty (60) days’ written notice. Taxes.
The Fees are exclusive of Taxes. Each Party agrees to be responsible for its own taxes applicable under all laws, including taxes based on a Party’s income, unemployment, social security and other payroll and wage taxes. To the extent Unison Automotive Solutions LLC is required to collect any Taxes, Unison Automotive Solutions LLC will separately state the amount of tax due on its invoices to Client and such invoices will include either Unison Automotive Solutions LLC’s sales tax or use tax permit number. Warranty.
Each Party represents and warrants that: (i) it is a business entity duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has full power and authority, and has obtained all approvals, permissions, and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; (iv) it shall comply with all applicable laws in connection with its performance hereunder (including laws relating to data protection, privacy, and intellectual property rights). Unison Automotive Solutions LLC represents and warrants that the Services will be provided by qualified personnel in a professional, skillful, and competent manner, adhering to the industry standards for software service providers. Except to the extent set forth above, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Unison Automotive Solutions LLC EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Survival.
Sections 2, 4, and 6 to 10 will survive termination or expiration of this Agreement, in addition to any provisions that by their nature should, or by their own express terms do, survive or extend beyond termination or expiration of this Agreement. General Provisions.
Successors and Assigns; No Third Party Beneficiaries. This Agreement is legally binding upon and inures to the benefit of the Parties and their permitted successors and assigns. No third party is intended to benefit from, nor may any third party seek to enforce, any of the terms of this Agreement. Relationship of the Parties.
Unison Automotive Solutions LLC will furnish all Services as an independent contractor. Nothing contained in this Agreement will be deemed to create an association, partnership, joint venture, or relationship of principal and agent or master and servant between the Parties, or to grant either Party the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, against, in the name of, or on behalf of, the other Party. Complete Agreement.
This Agreement constitutes the final agreement between the Parties. It is the complete and exclusive expression of the Parties’ agreement on the matters addressed herein. All prior and contemporaneous negotiations and agreements between the Parties on the matters addressed in this Agreement are expressly merged into and superseded by this Agreement. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty, or agreement by or from the other Party except for those expressly contained in this Agreement. Modification. The terms of this Agreement may not be modified or amended other than by a writing executed by both Parties by their duly authorized representatives. Counterparts.
This Agreement may be executed in one or more counterparts, each of which is deemed an original and all of which, taken together, constitute a single enforceable agreement. Notice. All notices required or permitted to be given by one Party to the other under this Agreement will be sufficient if in writing and sent by: (a) hand delivery, (b) certified mail, return receipt requested, or (c) overnight carrier. Governing Law; Jurisdiction; Venue.
This Agreement is governed by the laws of the state of Alabama, without regard to its principles of choice of law. A Party must bring and maintain any action arising out of this Agreement exclusively in any state or federal court located in Alabama. Client and Unison Automotive Solutions LLC each hereby expressly and irrevocably submit to the personal jurisdiction of such courts for the purposes of any such action. The United Nations Convention on Contracts for the International Sale of Goods will not be applicable to the Parties’ rights or obligations under this Agreement. Assignment.
No Party may assign any of its rights under this Agreement or delegate its performance under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld; except that Unison Automotive Solutions LLC may assign its rights and delegate its performance under this Agreement to (i) an entity that acquires all or substantially all of its assets, (ii) an Affiliate, or (iii) the successor in a merger, acquisition, or reorganization. Savings Clause. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable. Waiver. Any delay by Unison Automotive Solutions LLC in exercising its rights hereunder will not constitute a waiver of its rights or its entitlement to enforce any provision of this Agreement. Waiver.
Any delay by Unison Automotive Solutions LLC in exercising its rights under this Agreement will not constitute a waiver of such rights or its entitlement to enforce any provision of this Agreement. Force Majeure.
In the event that either Party is unable to fulfill its obligations under this Agreement due to natural disasters, actions or decrees of governmental bodies, communication line failures not attributable to the affected Party, or any other delay or failure stemming from causes beyond a Party’s reasonable control (a "Force Majeure Event"), the affected Party will immediately notify the other Party and will do everything reasonably possible to resume its performance. Upon receipt of such notice, the obligations that cannot be performed despite commercially reasonable efforts will be suspended. If the period of non-performance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement.
Schedule A - Definitions
"Affiliate" refers to an entity that either directly or indirectly controls, is controlled by, or is under shared control with a Party. "Control," for this definition, signifies direct or indirect ownership or influence over more than 50% of the voting interests of the concerned entity. "Applicable Law" or "Applicable Laws" represent all laws, rules, regulations, and other binding requirements of the United States which are pertinent to any Party under this Agreement. "Services" indicates all technology-related services specified in an Order Form, encompassing all related or integrated features, functions, tools, and services. This includes all corresponding data, statistics, analysis, information, tools, databases, Documentation, system and network interfaces, internal network, cloud and disk storage, software applications, operating systems, engines, and internal communication backbone utilized to provide access to and use of such services, along with all IP Rights therein. "Documentation" refers to the instructions, specifications, manuals, sample code, and other content available on theUnison Automotive Solutions LLC website or otherwise provided by Unison Automotive Solutions LLC concerning the features, functions, or use of the Services. "Fee " signifies the fees payable by the Client to Unison Automotive Solutions LLC under an Order Form or as otherwise stipulated in this Agreement. This includes, but is not limited to, BD Service Fees, Support Fees, and Setup Fees. "IP Rights" denotes all copyrights, patents, trademarks, trade secrets, moral rights, and other intellectual property and proprietary rights. "Party" or "Parties" represents each of Unison Automotive Solutions LLC and Client and their allowed Affiliates, individually and collectively. "Service Data" signifies data, information or material uploaded, routed or transmitted to the Client or Users by the Services or Unison Automotive Solutions LLC including all IP Rights therein and any derivative works made therefrom (excluding incorporated User Data, if any). "Services" pertains to the Services and Support Services. "Support Services" refers to all support services specified in an Order Form. "Taxes" indicates any sales, use, value-added, excise, or similar transaction taxes or duties, together with any penalties, fines, charges, or interest thereon, imposed by any domestic or foreign taxing authority regarding the sale of any services or materials in connection with the performance of this Agreement (excluding any taxes on Unison Automotive Solutions LLC’'s income). "User" and "Users" refer to the employees, contractors, representatives, agents, or consultants of the Client and its Affiliates who are designated by the Client to use the Services under this Agreement. "User Data" refers to data, information, or material uploaded, routed, or transmitted by the Client or Users to the Services, including all IP Rights therein and any derivative works made therefrom. 