Carbeeza Marketplace
Terms of Service
1. BASIS OF THE AGREEMENT
The Carbeeza platform (“Platform”) consists of an IOS, Android Application (“Application”) as well as the Carbeeza.com website (the “Site”) and is owned and operated by Carbeeza Inc. This agreement (“Agreement”) is entered into between the dealer or dealer group (“Dealer(s)”) and Carbeeza Inc. for the purpose of Carbeeza providing the Dealers with access to Carbeeza’s proprietary technology in order to achieve increased vehicle sales. This Agreement is effective upon acceptance of the Terms of Service. By using this Platform, you explicitly agree to comply with and be bound by this Agreement and the following terms and conditions (“Terms and Conditions” or “Terms of Service”) and all policies, rules, and instructions, and additional terms posted on or through the Application or Site, all of which are incorporated into this Agreement. By registering for, logging into, visiting and/or otherwise using the Platform in any way, you indicate that you understand, intend to be legally bound by, and accept these Terms and Conditions.
2. YOUR ACCOUNT
In order to access and use some or any portion of the Platform, you may be required to register with us, set up or modify an account with your email address and a password (your “Account”). The email address you provide will be your email address, and you are solely responsible for maintaining the confidentiality of your password. You are solely responsible for all activities that occur under your Account.
Where available, you may connect to the Platform with a third-party service. You give us permission to access, store, and use your information from that service as permitted by that service and as may be described in our Privacy Policy. If you believe your Account may have been compromised or misused, contact us immediately at support@carbeeza.com
3. THE SERVICE
The purpose of the Carbeeza Platform is to provide the Dealer(s) with access to the Platform in order to achieve increased vehicle sales. The Carbeeza Platform includes all the relevant information the Dealer(s) requires in order to offer its products and services with the intent to turn the Carbeeza-provided pre-vetted and pre-qualified customer (the “Auto-Buyer”) into a vehicle purchaser.
4. CARBEEZA RESPONSIBILITY FOR PROMOTION AND ADVERTISING
Carbeeza assumes responsibility for the promotion of the Dealer(s) inventory within the Carbeeza Platform and through it generates Carbeeza Auto-Buyers to drive the full utilization of the market potential for the Dealer(s). Carbeeza will conduct the promotion and advertising using the most appropriate advertising media to assist the Dealer(s) to reach its potential customers. These services to the Dealer(s) are at no up-front cost. The only time a Dealer(s) pays for the Carbeeza service is when a completed sale is made to a Carbeeza Auto-Buyer. In the event that a Dealer(s) is unable to close a vehicle sale, the Dealer(s) will not be required to pay any fees relating to the non-sale.
5. CARBEEZA AUTO BUYER TO DEALER
Carbeeza is a transparent anonymous automotive marketplace designed to bring today’s consumers and Dealer’s together in an effective comprehensive manner. Consumers utilizing the service, will research, select the vehicle of preference and review predicted term and financing rates provided by the Carbeeza Platform. Once a Carbeeza Auto-Buyer decides on these variables, Carbeeza Auto-Buyer has a one-time opportunity to reach out to the Dealer(s) to try and get a better price (“Price Discovery Process”). The consumer goes through several levels of commitments before they are sent to the Dealer(s). The Carbeeza Auto-Buyer is presented to the Dealer with the intention of acquiring the vehicle. If no response is provided by the Dealer(s), the default response will be the advertised price as provided through the Dealer’s syndication provider. For the Dealer(s), this Carbeeza Auto-Buyer is very much akin to an actual sale. As a Dealer(s), you will have the information required to close the sale, including the potential opportunity or max revenue.
Carbeeza Inc. will strive to give the most up to date information available. Deal structures provided to the consumer are estimated and for information purposes only and do not represent a finance offer or guarantee. Estimated payments are not penny perfect as there are several variances that can have impact on the final payment. Payments are calculated based on: Vehicle price, Information provided by the consumer and lender behavior. (i) Vehicle price (which may or may not include freight, fees, licensing, insurance, registration and applicable taxes). (ii) Information provided by the consumer (reported budget, salary, postal code, trade-In specific information including amount owing). (iii) Lender Behavior is very dynamic as a result (actual deal structures including interest rates, terms and payment may change or may no longer be available). The predicted deal structure does not account for any aftermarket product or accessories that the Auto-Buyer is requesting. It is highly recommended that the Dealer(s) verifies and adjusts available finance options in accordance with full Auto-Buyer disclosure taking into account all variables.
6. RE-SALE OF CARBEEZA AUTO-BUYER INFORMATION
The Dealer(s) represents, warrants and covenants that no information will be disclosed related to a Carbeeza Auto-Buyer to any other party, directly or indirectly, unless authorized in writing by Carbeeza. This restriction does not apply to the extent that a Dealer(s) utilizes Carbeeza Auto-Buyer information for its own use or distribution within the dealership or Dealer group. Such permission is granted strictly to facilitate a sale and is limited to using the Carbeeza Auto-Buyer information for the purpose it is intended under this Agreement. In the event of any breach by the Dealer(s) of this clause, then, without prejudice to all other remedies which may be available to Carbeeza, the Dealer(s) may be removed from the system for a period of 1 to 3 months. Continued breach of this or other contractual restrictions may ban the Dealer(s) from access to the Carbeeza Platform for an additional 3 to 6 months and up to a lifetime ban of the Carbeeza service dependent on the number and severity of infractions. Each party acknowledges that a breach by a party of this Section 6 may cause Carbeeza irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Carbeeza will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which Carbeeza may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity.
7. INDEPENDENCE OF DEALER
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
8. ASSIGNMENT
The Dealer(s) will not, without Carbeeza's prior written consent, assign or purport to assign the benefit of this Agreement or any information related hereto, either in whole or part to any third party. In deciding whether or not to grant such consent to a new Dealer(s), Carbeeza will take into account all those matters which it would normally take into account when deciding whether or not to appoint a new Dealer(s). The appointment of additional Dealer(s) in a given market is the sole discretion of Carbeeza.
9. DEALER RESPONSIBILITY
When a Dealer(s) receives a Carbeeza Auto-Buyer, the Dealer(s) represents the interests of the Dealer. It is the Dealer’s responsibility for the completion of a sale including verification of information, all necessary paperwork and final financial assessment and requirement by the lenders. The Dealer(s) is further responsible for ensuring the provision of the best possible customer service.
10. KEY PERSONNEL REQUIREMENTS
Dealer(s) will assign a contact responsible for the maintenance of the Carbeeza Platform within the dealership(s). This individual will perform actions such as, initial application setup, add or delete users and maintain the Carbeeza Platform. In addition, it is the responsibility of this individual to assist the sales team in correctly and efficiently responding to a customer’s Price Discovery (as per section 15 herein) requests. Any changes to key personnel within the dealership are the responsibility of the dealership. The Dealer(s) will appoint a replacement key individual if required.
11. DEALER SALES TEAM
The Dealer(s) agrees to ensure that its sales force is sufficiently trained and knowledgeable on the Carbeeza Platform to efficiently support a Carbeeza Auto-Buyer. Sales representatives that have a stronger understanding of the Carbeeza Platform will be better able to assist the Carbeeza Auto-Buyer into a profitable sale. All employees dealing with Carbeeza Auto-Buyers have a role of vital importance to the image of the Dealership and Carbeeza.
12. INDEPENDENT RE-SELLERS
Carbeeza at times may not have a direct sales force, instead it may rely on independent automotive technology professionals (“the Re-Sellers”) to drive the contract and process with Dealers. In addition, these Re-Sellers may also provide training and support services. In the event special services are required, price negotiation for the additional services are established directly with the Re-Seller and not through Carbeeza.
13. RESELLER TRAINING
The Dealer(s) agrees to have its employees sufficiently trained in the use and management of the Carbeeza Platform. Carbeeza at times may not provide direct training. Carbeeza has a network of Re-Sellers that may provide 3rd party training of the Carbeeza Platform. The Re-Sellers have a direct relationship with Carbeeza and are trained to the latest generation of software release and processes. Negotiation of pricing is directly with the Re-Seller.
14. RESELLER SUPPORT
Carbeeza at times may provide no direct support of the Carbeeza Platform to the Dealers. Most Re-Sellers are able to support contracts for Dealers during business hours. The Re-Sellers are trained in all aspects of the Carbeeza Platform. These Re-Sellers will also have direct access to the Carbeeza developers and internal knowledge base for immediate resolution of any issues.
If the Dealer(s) prefers not to contract a Re-Seller for training, they may take advantage of the Carbeeza training material and video training library. The videos review all aspects of the application. All training material are accessible at no charge to the Dealer(s). The help line is also available to Dealers for expedited support. The help line is also available to Dealers for expedited support.
15. PRICE DISCOVERY
The Price Discovery process is herein described for clarity as to the scope of the interaction of the Carbeeza Auto-Buyer and Dealer(s) through the Carbeeza Platform and its use toward the successful completion of a vehicle sales transaction between Dealer(s) and Carbeeza Auto-Buyer.
Carbeeza has designed and built a process within the consumer side of the application called “Price Discovery”. Price Discovery is simply a method for a Auto-Buyer to contact a Dealer(s) directly and ask for a better price on the vehicle they are interested in. As an analogy, it is no different than a consumer walking into a dealership and asking a sales person for a better price on a given vehicle. The only difference is there is only one opportunity for the interaction and it is done virtually keeping both the Auto-Buyer and Dealer(s) anonymous to each other during this stage of the buying process. There are some safeguards within the Price Discovery model that protect both the Auto-Buyer and the Dealer(s). The purpose of the discovery process is for the Auto-Buyer to receive the best possible price and at the same time give the Dealer(s) an opportunity to win a Auto-Buyer over and close a sale. Below are the safeguards built into the Price Discovery process:
Auto-Buyers and Dealers are anonymous to each other. The response can be automated or manual. There are varying levels of automation that will be made available to the Dealer(s). As a default, if the Dealer(s) chooses or is unable to respond, the system is set up to respond with list price at the end of the discovery process. This is in order to avoid a missed opportunity for the Dealer(s). A Auto-Buyer receives 3 Price Discoveries per day (midnight reset).
Each Price Discovery allows for up to 5 vehicles to be sent to the corresponding Dealers for pricing. In any given Price Discovery, up to 2 vehicles from any given dealership can be added to the discovery. This is in order to keep the Price Discovery process competitive.
When the Price Discovery is initiated and sent out to the Dealers, the Dealers have 60 minutes to respond to the Auto-Buyer’s request. Time may vary in the future (feedback dependent).
As part of the process, the Dealer(s) will receive transparency into the Auto-Buyer excluding contact information. This includes vehicle of interest, finance-ability, deal structure, products of interest, trade valuation including equity position into the trade, estimated max opportunity or revenue based on available lender advances plus much more. It’s almost everything the Dealer(s) would need to know in order to be able to deliver a competitive offer based on their status into the vehicle, this could be an aging unit, the Dealer(s) may be close to their volume bonus, they may have way too many vehicles based on this model etc. The Dealer(s) is in full control of their Price Discovery response.
In addition, the winning Dealer(s) will receive the Auto-Buyer contact information, lender and lender program uploaded into their CRM or via email for their processes to take over. Discovery process is subject to change depending on market dynamics and at the sole discretion of Carbeeza.
16. TAXES
To the extent that in any respect sums payable by the Dealer(s) to Carbeeza are subject to taxes in the jurisdiction the Dealer(s) is operating in, Dealer(s) shall pay such taxes in addition to the Carbeeza fees payable.
17. CARBEEZA TRANSACTION PRICING
Carbeeza charges the Dealer(s) a fee of Three Hundred and Fifty Canadian dollars (CDN $350.00), plus applicable taxes for each completed vehicle sale transacted by the Dealer(s) to a Carbeeza Auto-Buyer.
Carbeeza may run promotions from time to time and may charge less. If the Dealer(s) does not successfully close a vehicle sale to a Carbeeza Auto-Buyer, the Dealer(s) does not pay the transaction fee.
Carbeeza may offer other pricing models in the future depending on market needs and requirement of our Dealer base.
Carbeeza will follow up with each Auto-Buyer delivered to a Dealer(s) for up to a year post application.
18. PRICING EXAMPLE
For this example, we will assume that 10 Auto-Buyers have been sent to the Dealer(s). At the end of such month, the dealership will receive a preliminary pro forma invoice indicating that 10 Auto-Buyers were sent to the Dealer(s) @ $350 each for a total of $3,500 plus taxes.
Carbeeza Auto-Buyers are guaranteed. If Dealer(s) reports that they have only closed 8 of the 10 Carbeeza Auto-Buyers, Carbeeza will issue a new invoice for the confirmed 8 Auto-Buyer @$350 (+tax) per Auto-Buyer for a final invoice total of $2,800 plus tax.
19. PAYMENT TERMS NET 30
In building a trusted relationship with the Dealer(s), Carbeeza offers a net 30 payment structure for any Carbeeza Auto-Buyers that generate a successful sales transaction for the Dealer(s). Upon providing the Dealer(s) with customer identification, contact information, and lender identification, Carbeeza records a Billing Event for that Price Discovery. The Dealer(s) is able to see all Billing Events prior to invoicing and has up to 14 days to object to any given Billing Event due to the inability to complete the vehicle transaction. Uncontested Billing Events will be invoiced via a payment system. (Stripe) payment processing system is utilized today which may change without notice. Invoicing is performed monthly unless high transaction volumes dictate mid-month invoices. Upon first billing, Stripe will require the Dealer(s) to provide payment method details, which are not visible to Carbeeza. The Dealer(s) has Net 30 days to pay the final invoice from date of issue. Should any sum payable under this Agreement by the Dealer(s) to Carbeeza be 30 days overdue, Carbeeza reserves the right to suspend the Dealer(s) from use of the marketplace until payment is received.
A Carbeeza Auto-Buyer may take up to a year to complete the purchase of a vehicle. Since this information is provided free of charge, the parties therefore acknowledge that the purchase of any Dealer(s) vehicle by a Carbeeza Auto-Buyer within a twelve month period from the date that the Carbeeza Auto-Buyer is identified to the Dealer(s) shall be subject to the terms of this Agreement and the Dealer(s) represents and warrants that it shall pay the fee associated with that Carbeeza Auto-Buyer to Carbeeza.
20. CUSTOMERS RANKING DEALERSHIP EXPERIENCES
Upon completion of a vehicle sale, Auto-Buyers will be contacted and asked a number of questions pertaining to the level of service, integrity and overall experience they received from each dealership. This process may be automated in the future. Dealers will receive a ranking that is internal to Carbeeza for our own statistical analysis. Further uses of this data is not contemplated at the time of this document creation, but Carbeeza makes no representation as to its future uses.
21. CUSTOMER COMPLAINTS
Dissatisfied customers due to poor service, or Dealer(s) misrepresentation on a vehicle or a product will have an impact on the reputation of the Dealer(s) and Carbeeza as consumers today have many avenues to vent their dissatisfaction especially online. We encourage our Carbeeza Auto-Buyers to expect high quality of services from our participating Dealers. Carbeeza will inform the Dealer(s) and immediately investigate any complaint made by a Customer and use its best endeavours to eliminate the cause of the complaint. Any verified complaint of a serious nature will be in breach of this Agreement.
22. SYNDICATED INVENTORY AND DMS DATA
For Carbeeza to provide the most accurate information to the public seeking a vehicle and for Carbeeza to provide the consumer the most accurate inventory held by the Dealer(s), the Dealer(s) is required and agrees to authorize Carbeeza access to the Dealers syndicated inventory data and the Dealer Management System data. Without access to the aforementioned data, Carbeeza is unable to assist the Dealer(s) with consumers looking to purchase a vehicle or provide any Carbeeza Auto-Buyers to a Dealer(s).
23. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS
Notwithstanding anything contained in this Agreement to the contrary, in the event that either party discontinues operating its business in any jurisdiction, this Agreement shall terminate effective as of the last day of the month in which the party ceased operations. All terms shall remain in full force and effect until the effective date of termination.
24. CONFIDENTIALITY
The Dealer(s) recognizes and acknowledges that all information provided by Carbeeza pursuant to this Agreement, including but not limited to information relating to Carbeeza Auto-Buyers, shall be deemed to be confidential information (“Confidential Information”). The Dealer(s) shall: (a) protect and safeguard the confidentiality of Carbeeza’s Confidential Information with at least the same degree of care as the Dealer(s) would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; (a) not use the Carbeeza’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (b) not disclose any such Confidential Information to any person or entity, except to the Dealer’s representatives who need to know the Confidential Information to assist the Dealer(s), or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
25. DURATION
This Agreement shall commence on the effective date the Dealer(s) agrees to the Term of Service and will thereafter continue indefinitely unless terminated in accordance with the provisions of this Agreement.
26. TERMINATION BY THE DEALER
The Dealer(s) may terminate this Agreement at any time. Dealer(s) is not in default hereof by giving not less than 10 business day’s written notice via email to Carbeeza.
27. TERMINATION FOR CAUSE BY CARBEEZA
Carbeeza may terminate this Agreement forthwith and without notice for cause where the Dealer(s) fails to perform any of its basic obligations including but not limited to:
The Dealer(s) becoming insolvent by reason of its inability to pay its debts as they fall due, or entering into liquidation whether voluntarily or compulsorily other than for the purposes of a reconstruction or amalgamation, or having a trustee, receiver, administrative receiver or similar officer appointed in respect of all or any part of the business or assets of the Dealer(s)
The Dealer(s) repeatedly and to a substantial extent violating the spirit of this Agreement
The Dealer(s) committing a serious breach of this Agreement or a breach which is similar to a privacy breach previously remedied following notice
The Dealer(s) taking any action that endangers the status of this Agreement
The Dealer(s) failing to uphold the principles in Section 22 hereof
28. INDEMNITY
Carbeeza shall not be liable to the Dealer(s) or any third party for any loss or damage sustained by the Dealer(s) or any third party as a result of any sale made by the Dealer(s) or anyone acting by, through or under the Dealer(s) in a vehicle transaction relating in any way to a Carbeeza Auto-Buyer or any information relating thereto.
29. WAIVER OF BREACHES
Failure by Carbeeza to enforce at any time any of the provisions of this Agreement or a breach or several breaches by a Dealer(s) shall not be construed as a waiver of any of Carbeeza’s rights hereunder nor in any way affect the validity of this Agreement or any part thereof.
30. POSSESSION
The Dealer(s) agrees that upon request by Carbeeza, or upon termination of this Agreement, it shall return all Carbeeza Confidential Information including but not limited to information related to Carbeeza Auto-Buyers, materials, assets, documents, papers, brochures, demo software or any non-sale concluded Carbeeza Auto-Buyer information that is in their possession.
31. INTELLECTUAL PROPERTY
Carbeeza retains all Intellectual Property Rights and other rights in the Platform and the Application including all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks (including marks); (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and uniform resource locators (URLs); (d) works of authorship, expressions, designs, and industrial design registrations, whether or not copyrightable, copyrights and copyrightable works, neighbouring rights, and related rights, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f)] all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the Laws of any jurisdiction in any part of the world (“Intellectual Property Rights”) and nothing in this Agreement shall be taken to grant any rights to the Dealer(s) in respect of such Intellectual Property Rights and such Intellectual Property Rights will remain with Carbeeza and the respective rights held by a third party as applicable..
32. ENFORCEABLE AGREEMENT
The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action by Dealer(s) against Carbeeza or vice versa whether predicated on this Agreement or otherwise.
33. CHOICE OF LAW
It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement be construed in accordance with the laws of the Province of Alberta. In the event of any action, or special proceedings attributed to this Agreement, the laws of the Province of Alberta shall be applicable and shall govern to the exclusion of the law of any other forum regardless to the jurisdiction in which any action or special proceeding may be initiated. In the event a dispute does arise, the interpretation and performance of this Agreement shall be the basis of the arrangement made between both parties such that any resolution shall be governed and construed in accordance with the laws of the Province of Alberta the parties attorn to the jurisdiction of the Courts in the Province of Alberta.
34. NO WAIVER
The failure of the company to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of the company’s rights or deprive the company of its rights. The agreement shall remain in full force and effect as if no such forbearance or waiver had occurred.
35. MODIFICATION OF AGREEMENT
This agreement may be modified only by an instrument in writing executed by the parties hereto. Any modification or additional obligation assumed by either party to this Agreement shall be binding only if evidenced in writing and signed by the Dealer and a duly authorized representative of Carbeeza.
36. ENTIRE AGREEMENT
This agreement forms the entire understanding between Carbeeza and the Dealer(s). This agreement supersedes any prior or contemporaneous agreements, understandings, communications, or commitments by or on behalf of the company (oral or written). All obligations and expectations between parties are outlined in this Agreement and is the sole binding arrangement between Carbeeza and the Dealer(s).
37. PARAGRAPH HEADINGS
The headings of this Agreement are used for convenience of reference only and are not part of this Agreement and shall not affect the construction of or be taken into consideration in interpreting this Agreement.
38. NOTICE
Any notice to by either party, be given under this Agreement shall be sufficient if it is in writing and is sent by email or certified or registered mail to either party at the principle official address or email address provided to the other party hereunder.
39. SURVIVAL
The rights and obligations of the parties and terms set forth in this section, the representations and warranties contained herein, Section 28 (Indemnity), Section 31 (Intellectual Property Rights), Section 24 (Confidentiality), and any other term, right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
40. ACCEPTANCE
Upon acceptance of this Agreement which contains the entire agreement and understanding of both parties, the parties have agreed to the terms in this Agreement dated effective on the date of acceptance.
41. PRIVACY TERMS
By submitting personal information and using the Carbeeza Platform, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any personal information in compliance with our Privacy Policy which is incorporated herein by reference, found at https://www.carbeeza.com/privacy-policy, as we deem necessary for use of the Carbeeza Platform and provision of services. The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Carbeeza Platform. The Carbeeza Platform, including content or areas of the Carbeeza Platform, may require user registration. It is a condition of your use of the Carbeeza Platform that all the information you provide is correct, current, and complete. Unfortunately, the transmission of information via the Internet is not completely secure.
Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to the Carbeeza Platform. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Carbeeza Platform. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You are responsible for any password misuse or any unauthorized access.
42. MOBILE DEVICE TERMS
If you're accessing the Services from a mobile device using a Carbeeza mobile application (the "MD Application"), the following terms and conditions ("Mobile Devices Terms") apply to you in addition to the applicable Mobile Privacy and Legal Notice or End User License Agreement, as the case may be. Your use of the Application confirms your agreement to these Mobile Devices Terms.
MOBILE DEVICE APPLICATION USE
Carbeeza grants you the right to use the MD Application pursuant to the following restrictions: you may not (a) modify, copy, publish, license, sell, or otherwise commercialize this Md Application or any information or software associated with this MD Application; (b) rent, lease or otherwise transfer rights to this MD Application; or (c) use this MD Application in any manner that could impair the Application or interfere with any party's use or enjoyment of the MD Application. You must comply with all applicable laws and third party terms of agreement when using the MD Application (e.g. your wireless data service agreement). The MD Application may not contain the same functionality available on the Carbeeza website (and certain functionality may not be available depending on which MD Application and/or mobile device you are using). Your download and use of the MD Application is at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the download or use of the MD Application.
INTELLECTUAL PROPERTY - MD APPLICATION
Carbeeza owns, or is the licensee to, all right, title, and interest in and to its Applications and MD Applications, including all rights under patent, copyright, trade secret, trademark, and any and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any MD Application and you will not remove, obscure, or alter Carbeeza’s copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by any MD Application.
PROHIBITED COUNTRIES POLICY AND FOREIGN TRADE REGULATION - APPLICATIONS
The MD Application or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) any country subject to Canada’s or the United States embargo; (b) to anyone on the U.S. Department of the Treasury’s list of Specially Designated Nationals or on the U.S. Department of Commerce’s Denied Party or Entity List; and (c) to any prohibited country, person, end-user, or entity specified by U.S. export laws. When using the MD Application, you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and you are not listed on any U.S. government list of prohibited or restricted parties).
ADDITIONAL TERMS
Additional terms and conditions that apply to you based on the mobile device the MD Application is installed on:
iOS - Apple
These terms are an agreement between you and us, and not with Apple. Apple is not responsible for the MD Application and the content thereof.
We grant you the right to use the MD Application only on an iOS product that you own or control and as permitted by the Usage Rules set forth in Apple’s then-current App Store Media Services Terms and Conditions.
Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the MD Application.
Apple is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
Apple is not responsible for addressing any claims by you or any third party relating to the MD Application or your possession and/or use of the MD Application, including but not limited to: (a) product liability claims; (b) any claim that the MD Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
In the event of any failure of the MD Application to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price, if applicable, for the MD Application to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the MD Application.
Apple and Apple's subsidiaries are third party beneficiaries of these terms, and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these terms against you.
Android - Google
These terms are an agreement between you and us, and not with Google. Google is not responsible for the MD Application and the content thereof.
Your use of the MD Application must comply with Google’s then-current Google Play Store Terms of Service;
Google is only a provider of the Google Play Store where you obtained the MD Application;
Google has no obligation or liability to you with respect to the MD Application or these terms; and
You acknowledge and agree that Google is a third-party beneficiary to these terms as it relates to the MD Application.
Last Modified September 8th, 2021
UltraLead Terms of Service
Last updated: July 13, 2023
INTRODUCTION
Welcome to UltraLead (“UltraLead") by Carbeeza Inc. ("Carbeeza"). UltraLead provides an enhancement service for Leads (as defined herein) for automotive dealerships (the “Service”). "Lead" refers to the information provided to an automotive dealership through a lead generation source when a consumer expresses interest in a vehicle and generally includes the consumer's name, contact information, and details about the vehicle of interest. The Service intercepts incoming Leads from a variety of sources, applies Carbeeza’s predictive AI to the Lead, generates a consumer credit profile based on the information available from the Lead source, and supplies the information to the dealership. This predicted financial information is added into the “comments” section of the ADF file containing the original Lead.
These terms of service ("Terms") govern use of the Services provided by UltraLead and are a legal agreement between you (“you” or the “Client”) and Carbeeza. By using the Service or accessing the website, or accepting or using any other products or services offered by Carbeeza or UltraLead, you represent that you have read and understand these Terms and that you agree to be bound by the terms and conditions herein contained. If you do not accept any such terms or conditions, you are not permitted to, and you agree that you shall not, use the Services.
USE OF THE SERVICE
You agree to use the Service only for its intended purposes and in compliance with all applicable laws and regulations. You may use the Service to intercept consumers who have expressed interest in a vehicle in your inventory and to obtain financial insights related to that Lead. You may not use the Service to:
violate any laws or regulations;
infringe on anyone's intellectual property rights;
harass, threaten, or intimidate anyone;
use the Service for any purpose other than gaining insight into a consumer’s financial position who has expressed interest in a vehicle for sale in your inventory; or
interfere with the proper functioning of the Service.
You are solely responsible for the Leads intercepted using the Service. Carbeeza is not responsible for the accuracy or quality of any Leads intercepted using the Service.
SETUP AND ACCESS
In order to access the Service, you must complete the setup process as instructed by Carbeeza, which may include providing certain information and authorizations as well as configuring any necessary integrations. Carbeeza will make reasonable efforts to assist you in completing the setup process but is not responsible for any delays or issues arising from your failure to complete the setup process in a timely or accurate manner. You acknowledge and agree that Carbeeza may restrict or suspend access to the Service until the setup process is complete.
ACCURACY AND LIMITATION OF PREDICTIVE FINANCIAL INSIGHTS
You understand and acknowledge that the financial insights provided by the Service are based on the information supplied by the consumer and are predictive in nature. The Service does not check the consumer's actual credit score or the accuracy of any other information provided by the consumer or Lead source. The accuracy of the financial insights provided is not guaranteed. You agree that the insights provided by the Service are for informational purposes only and are not intended to be relied upon as the sole basis for making any credit or financial decisions. You acknowledge that the Service is not a substitute for a professional credit analysis and that any decisions based on the insights provided by the Service should be made in conjunction with your own credit analysis and professional advice.
PAYMENT
The Service is available on a subscription basis. You agree to pay the fees associated with your subscription in accordance with the pricing plan you have selected. In the event of a price increase, you will be given 30 days' notice and will be allowed to cancel your subscription to the Service with no penalties. All fees are non-refundable.
If payment is not received when due, you will continue to receive Leads from lead generation sources to your UltraLead account for a period of 30 days following the payment due date, but the Leads will not be enhanced by UltraLead within such 30 day period (the "Grace Period"). In the event that payment is not received by the end of the Grace Period, Carbeeza may suspend or terminate your UltraLead account, in which case no further Leads will be provided to you through the Service. You are solely responsible for updating your contact information with lead generation sources if you wish to receive Leads from these sources after your UltraLead account has been suspended or terminated.
TESTING AND ANALYSIS
By using the Service, you grant Carbeeza permission to retain copies of the incoming Leads for the purpose of testing and analyzing the Service's performance. Carbeeza will use this information solely for internal purposes and will not sell or share it with any third party. Carbeeza will not contact the consumers from the Leads, and the information will not be used outside of Carbeeza for any purpose other than testing and analyzing the Service. You acknowledge and agree that Carbeeza may retain this information for the purpose of ongoing testing and analysis, even after the termination of these Terms. Carbeeza will take reasonable measures to protect the confidentiality of Lead information in accordance with industry standards.
If you do not want Carbeeza to retain copies of your incoming Leads for the purpose of testing and analyzing the Service's performance, you can opt-out at any time by sending an email stating your request to Carbeeza at support@carbeeza.com.
INTELLECTUAL PROPERTY
The Services, including all intellectual property and other rights, title, and interest therein, including copyrights, trade secrets, rights in patents, compilations, inventions, modifications, updates, extensions, enhancements, configurations, derivative works, discoveries, improvements, processes, methods, designs, know-how and underlying ideas and concepts, whether or not copyrightable or patentable, are owned by Carbeeza, its affiliates and/or their respective licensors, and are protected by applicable intellectual property laws of Canada and other countries. Except for the rights expressly granted to you by these Terms or another written agreement between Carbeeza and you with respect to the Services, all rights in the Services and any proprietary rights thereto, are and shall remain solely owned by Carbeeza and its respective licensors. Carbeeza reserves all rights not expressly granted to you under these Terms.
CONFIDENTIALITY
Carbeeza will treat all non-public information related to your use of the Service as confidential, subject to Carbeeza's privacy policy.
TERMINATION
You acknowledge that Carbeeza may terminate your account at any time for any reason, with or without notice. If your account is terminated, your access to the Service will be immediately revoked.
DISCLAIMER OF LIABILITY
The Service is provided "as is" and without warranty of any kind. Carbeeza makes no guarantees about the functionality or performance of the Service. Without limiting the generality of the foregoing, Carbeeza makes no warranty that: (a) the Service will meet your requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from use of or reliance on the Service will be effective, accurate, or reliable; or (d) the quality of the Service will meet your expectations or be free from mistakes, errors, or defects.
Your use of the Service is solely at your own discretion and risk, and you agree that you will be solely responsible for any damages, loss, or harm resulting therefrom, including to any computer system or loss of data and any other damage or harm that results from any such activities.
LIMITATION OF LIABILITY
In no event shall Carbeeza, its affiliates, or their respective officers, directors, employees, or agents (collectively, the "Carebeeza Parties") be liable to you for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind including, but not limited to, damages for loss of profits, revenue, data, or use, incurred by you or any third party, whether in an action in contract, tort (including negligence), or otherwise, arising out of or in connection with the use of, or inability to use, the Service, regardless of whether or not the Carbeeza Parties have been advised of the possibility of such damages, and you irrevocably release the Carbeeza Parties, and each of them, from any and all such losses or damages that you may suffer or incur.
The liability of the Carbeeza Parties, and each of them, and your exclusive remedy, regardless of the theory of liability, for any and all losses arising out of these Terms and your use of the Service shall be limited to the amount paid by you to Carbeeza for the Service during the six (6) month period preceding the event giving rise to the claim.
You acknowledge and agree that the limitations of liability set forth in this section are fundamental elements of the basis of the agreement between you and Carbeeza, and that Carbeeza would not be able to provide the Service on an economic basis without such limitations.
Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the Client. In such jurisdictions, the liability of the Carbeeza Parties shall be limited to the greatest extent permitted by law.
INDEMNIFICATION
You agree to indemnify and hold harmless the Carbeeza Parties, and each of them, from any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees and costs) that arise from or are related to your use of the Service, including but not limited to:
any violation of these Terms;
any violation of applicable laws or regulations;
any infringement of any third-party intellectual property rights;
any breach of any obligation of confidentiality or privacy;
any negligence or willful misconduct;
any unauthorized use or modification of the Service;
any misrepresentation or omission of any information; or
any claim by any third party related to your use of the Service.
The Carbeeza Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with the Carbeeza Parties in asserting any available defenses. This indemnification obligation will survive the termination of these Terms and your use of the Service.
GOVERNING LAW
These Terms and any disputes arising out of or related to these Terms or the Service will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. You and Carbeeza irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any matter arising out of or related to these Terms or the Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
CHANGES TO TERMS OF SERVICE
Carbeeza reserves the right to change all or any part of these Terms from time to time, or to adopt or amend any other policies in connection with the use of the Services, upon notice to you, which notice may be given by posting such change on UltraLead's website. Your continued use of the Services following such notice will be conclusively deemed acceptance of any such change.