By using the LotLinx Services Dealer (“Dealer” or “You”) accept these Terms and Conditions of Use.  This is a legal agreement between Dealer and LotLinx, Inc., its related companies foreign and domestic, (hereinafter “LotLinx”, “us”, “we”, or “our”) and our Affiliates or Resellers, where applicable, (which may be collectively referred to as “Service Provider(s)”), and in incorporated by reference to the Master Dealer Enrollment Form and any related Rooftop Forms.

We define the “LotLinx Service” (sometimes referred to as the “Service” or the “LotLinx Business”) as an automotive market place including systems and processes for facilitating introductions between consumers and dealers through a method of accessing a vehicle-storing information database for vehicles being sold by multiple dealers which may be searched using vehicle search criteria provided by a consumer, that results in a list of available vehicles from a Selected Dealer’s Vehicle Display Page (“VDP”) on an Affiliate Site which is returned to the consumer and, in response to a selection of the VDP by the consumer, the consumer is deep-linked directly to that vehicle webpage of a Selected Dealer’s website. [1] In addition, the LotLinx Business or LotLinx Service includes a proprietary process and analysis of online shopping behavior data and analytics, including an electronic, numeric, graphic, animated, and/or visual rending of the same.

Please read this document carefully as these Terms and Conditions and Terms of Use Document is a legal agreement between You and LotLinx and the Service Providers with regard to your access and use of the LotLinx Website and Affiliated websites, LotLinx Business, and LotLinx Services, and participation in or provision of LotLinx Services, training, presentations, advertising, enrollment portal, informational web pages, or demonstration pages, and/or online reporting service, as set forth below.

Not all terms and conditions may be applicable to You, a user’s or visitor’s current interaction with LotLinx, however, all terms shall be binding whether immediately applicable once You undertake that use of the site or the Service.

IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OUR WEBSITE OR THE SERVICE. YOUR CONTINUED USE OF OUR WEBSITE OR THE SERVICE NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THESE TERMS-THIS AGREEMENT-WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH CHANGES.

Visiting Our Website Located at www.LotLinx.com

When You visit our website located at www.lotlinx.com (the Website) it is at the sole discretion of LotLinx and pursuant to a limited, revocable, non-assignable license. Do not access our Website using a method other than the interface and the instructions that we provide. You may use our Website only as permitted by these Terms of Use and by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Website to You if You do not comply with our terms or policies or if we are investigating suspected misconduct or for any reason, at all.

Using our Website does not give you ownership of any intellectual property rights in our Website or Services or the content you access. You may not use content from our Website or Services unless you obtain permission from its owner in a prior writing or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used on our Website or in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Website or Services.

Our Services display some content that may not belong to LotLinx. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do.

If you submit an inquiry about our products or services on our Website, we may send you announcements, messages, and other information. You may opt out of some of those communications. You may learn more about how we collect and use information gathered through the use of our Website by reviewing our Privacy Policies on our home page at www.lotlinx.com/privacy-statement/.

Using the LotLinx Service.

Any use of the LotLinx Service (the “Service”) is subject to the following Terms and Conditions:

– For any products or service provided by LotLinx You must be enrolled pursuant to an acceptable LotLinx Enrollment Form or other authorized enrollment process. Each dealership rooftop (“Rooftop”) will be subject to an Enrollment Form or authorized enrollment process.

– LotLinx will index and update on a daily basis an enrolled Rooftop’s Vehicle Display Page URL (“VDP”) of inventory for sale on each Rooftop’s website (the “Dealer’s” or “Rooftop’s” “Content”).

– LotLinx will provide a report of Valid Unique Visits (defined below) per enrolled Rooftop on a monthly basis. “Valid Unique Visits” means a visit from a distinct user with an IP address and (A) such additional visits from a non-“cookied” User returning to a Rooftop’s VDPs via another session (undefined DNT signals to websites will not be considered “cookied” Users), and (B) additional visits from a User to the Rooftop’s VDPs through a different Affiliate Site; provided, however, “Valid Unique Visits” shall not be deemed to include: (A) additional visits to a Rooftop’s VDPs from a “cookied” User through the same Affiliate Site through which the User originally accessed the Rooftop’s VDPs within the same month; or (B) visits from Users with IP addresses outside U.S.A.

– LotLinx will provide each Rooftop real-time access to reporting via a secure login to the LotLinx Dealer Portal. The Dealer Group, where applicable and each Rooftop will cooperate with LotLinx, including but not limited to instructing each such Rooftop’s website administrator, to facilitate integration of LotLinx’ tracking code, and setting up or accessing the Your existing Google analytics via ROI-BOT.

– LotLinx distributes the Content You provide Us to perform the LotLinx Services through our relationships with a valuable network of Affiliates and online publishers (collectively “Publishers”). You understand that Publishers may, among other things, enhance Your Content to provide specific information related to the Publisher’s target audience or in response to VIN-specific query. You do not obtain any ownership right or license to any Publisher content or enhancements and You will hold LotLinx harmless from any claims, damages or other liabilities related to Publisher’s use of Your Content.

– LotLinx will be provided access to Dealer’s Google Analytics to set up a Dealer’s ability not only to identify the quantity of sessions sent to a Dealer’s VDP, but to assess the quality of traffic through the LotLinx “Edit and Collaborate” service for Google Analytics.

– LotLinx will deploy Google Tag Manager events and the LotLinx Events Tracking Tool which will inform Google Analytics when visitors are looking at the pictures on a Dealer’s VDP.

– LotLinx will initiate retargeting campaigns on Dealer’s behalf for inventory engaged in the services and may initiate retargeting campaigns for other inventory as requested by Dealer.

Restrictions on the Use of the Service.

Use of the Services is subject to the applicable policies of the search engines, website or network publishers (“Publishers”) on which display ads, videos or other advertising media (“Advertisements” or “Content”) are posted or displayed in connection with the Services, including without limitation any Publisher’s or applicable third parties’ editorial guidelines, privacy policies, trademark guidelines, and ad specification requirements (“Policies”). Dealer (Rooftop or “You) are solely responsible for the accuracy of Your Content and agree to comply with all applicable laws, regulations and Policies. LotLinx or the Service Provider may modify Content to comply with any laws, regulations, or Policies in its sole discretion. Where LotLinx or the Service Provider has modified Content, LotLinx will be responsible for such modification.

You may use the Services only for purposes that are permitted hereunder, under Your enrollment Form and Master Services Agreement, and in accordance with applicable laws and regulations. You agree not to access (or attempt to access) any of the Secure Web Services by any means other than through the interfaces that are made accessible by LotLinx or the Service Provider. Without limiting the foregoing, You agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any Secure Web Service or other program associated with the Services.

Ownership of Content and Service.

You acknowledge and agree that LotLinx and/or their licensors own all legal right, title and interest in and to the Services, the LotLinx Business, and all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, manuals, documents, illustrations, pricing information, videos or other images and related data related to the Services (collectively referred to as “LotLinx Intellectual Property”) which You may have access to as part of, or through Your use of, the Services, including any intellectual property rights in the Services and LotLinx Intellectual Property (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree not to reverse- engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Services or other program associated with the LotLinx Intellectual Property. You may not modify, rent, lease, loan, sell, or distribute the LotLinx Intellectual Property or create derivative works based on the LotLinx Intellectual Property or the Services (either in whole or in part), except as provided in these Terms and Conditions. You expressly agree not to sell or otherwise transfer to another dealership or any other entity any sales leads, or any data included in any sales leads, delivered to You in connection with the Services. You further acknowledge that the Services may contain information which is designated confidential; You agree not to disclose such information without LotLinx’ prior written consent.

Copyrights and Other Rights

Copyrights, trademarks, portrait rights and all other rights relating to this website and any other material related to LotLinx belong to LotLinx and its associated companies, unless specified otherwise. Users are asked to respect the protection afforded to holders of copyrights, trademarks, portrait rights and other rights.

Users are prohibited from using, transposing, copying, distributing or modifying all or part of the data, images and any other form of content obtained from this website for any purpose other than personal use, as specified in copyright laws, or that which is explicitly permitted by other laws, without the consent of LotLinx or the holders of rights to said data, images and content.

 

Licenses.

Provided You are not in default of any obligation under these Terms and Conditions, Your enrollment Form or Master Services Agreement (collectively referred to as Your “Agreement”), and provided You have paid all applicable fees, LotLinx grants You a personal, revocable worldwide, royalty-free, non-assignable, and non-exclusive license, without the right of sublicense, to use the Services, LotLinx Content, and any trademark included therewith, provided to You by LotLinx as part of the Services provided to You. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Services in the manner permitted by Your Agreement and shall terminate upon the cancellation, expiration or earlier termination of Your Agreement. You retain copyright and any other rights You already hold in content which You submit, post or display on or through the Services, or which You provide to LotLinx and/or its Service Providers, including the Inventory and Inventory related data and images, Your logos, marks, trademarks and other intellectual property of Yours (“Your Content”). By submitting, posting or displaying Your Content, You give LotLinx, and each Service Provider to which LotLinx provides Your Content for the purposes of providing the Services, a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, copy, encode, store, archive, reproduce, edit, adapt, modify, translate, transmit, publish, publicly perform, publicly display and distribute Your Content in order to provide the Services. You further grant LotLinx and its Service Providers all other and additional rights and licenses (and the right to sublicense such rights and licenses) reasonably necessary to perform the Services. USE OF GOOGLE ANALYTICS AND/OR THE ROIBOT SOFTWARE INCORPORATED IN THE SERVICES SHALL BE GOVERNED BY THE THEN CURRENT STANDARD TERMS AND CONDITIONS OF THE SOFTWARE LICENSOR AVAILABLE AT WWW.GOOGLE.COM/ANALYTICS/ OR WWW.ROI-BOT.COM/TERMS-OF- SERVICE.

Access to Dealer’s/Rooftop’s Website.

In the event the performance of the Services requires LotLinx or the Service Provider to access Dealer’s computer systems to collect data or perform the Services, Dealer shall specifically request and authorize such access for LotLinx and will provide, and has all rights and authorizations required to provide, such access. Dealer understands and agrees that LotLinx and/or a Service Provider may engage a data polling service to poll and transmit data from the Dealer’s DMS or other computer systems. Dealer hereby grants to each LotLinx and each Service Provider a royalty-free, non-exclusive, non- transferable, perpetual license to use sales and inventory data (to the extent available) obtained from Dealer’s computer systems for the purposes of (i) consumer, vehicle, and industry research and reference, (ii) evaluation of performance, (iii) combining with other data to create proprietary reports and guides, and (iv) generating market analysis data and related products; provided, the sales and inventory data shall not be used to sell to any third party the name of Dealer or the name of any consumer or customer.

Consent to Recording of Calls.

LotLinx and/or a Service Provider may provide Dealer with toll-free telephone number service that includes numbers that may be displayed for purposes of inducing customer care, sales lead calls, tracking and monitoring of calls, and the recording of calls made to the toll-free numbers. Recordings will be made for quality assurance and related purposes. Callers to toll-free numbers will be notified that the call may be recorded. Dealer expressly agrees, represents and warrants that it will obtain and retain the prior written consent of each person that receives, answers or participates on a call from the toll-free number service that the call may be monitored and recorded, and the recording may be retained, stored and disclosed by or to third parties. Dealer acknowledges and agrees that call center services are not an obligation of LotLinx and may or may not be part of the Services hereunder.

Modification to Service.

LotLinx reserves the right to modify, change or delete the Services provided at any time upon sixty (60) days prior written notice to You. Some modifications or changes may result in a fee increase or decrease for such Services. Your continued use of the Services hereunder after the sixty (60) day notice period will constitute Your acceptance of the change in the Services and Your agreement to pay the fees associated with such change.

Payment of Investment (Fees) and Billing.

You agree to pay the monthly investment fees for the Services in the amounts set forth in the enrollment form, online registration process or, if any other Service sign-up form was used, on such form (the “Enrollment Form”) on a per Rooftop basis (“Monthly Investment”, sometimes referred to herein as “fee(s)”). As LotLinx purchases media on Your behalf prior to the launch of Your Services, Your first monthly fee amount will be held and used to reconcile Your final invoice upon termination of Services, and any remaining amount over Your final invoice may be refunded to You at the end of Your contract. In consideration of each such payment in full, LotLinx shall provide to such Rooftop the number of Valid Unique Visits set forth on such Rooftop’s Rooftop Enrollment Form under “Traffic Goal” (the “Traffic Goal”) at the per Valid Unique Visitor rate stated in the Enrollment Form. The Monthly Investment (Fees) shall be due and payable, in advance, on the 1st of each month. In the event of any conflict between the terms of any Enrollment Form and these Terms and Conditions, these Terms and Conditions shall control. LotLinx may increase fees by giving You not less than sixty (60) days written notice prior to the effective date of the price increase. If You fails to timely pay fees hereunder LotLinx may charge and collect from You (i) a finance charge equal to the lower of 1.5% per month or the maximum amount permitted by law, (ii) immediately interrupt or terminate permanently all Services without notice, and (iii) recover from Dealer/Rooftop all costs incurred in connection with collection of past due amounts (including collection agency fees and reasonable attorney fees).

Taxes.

All fees, including Monthly Investment, stated hereunder or in Your enrollment agreement, are subject to applicable sales, use, excise or similar taxes, whether or not included at the time the fees are billed. You assume exclusive liability for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or contributions of any kind now or hereafter imposed on, with respect to, or measured by the Services except for taxes based on the net income of LotLinx or the Service Provider.

Promotions, Incentives.

LotLinx may offer promotions or incentives from time-to-time. These Terms and Conditions apply to all promotions and incentives now and in the future and are a condition of and binding on Your eligibility and participation in the same. Additional terms, qualifications, stipulations, and conditions may be stated on individual promotion and incentive notices that You may receive directly from LotLinx. These Terms and Conditions are incorporated by reference where not in conflict with the terms and conditions of individual promotions or incentives.

All promotions and incentives are subject, but not necessarily limited, to eligibility restrictions (not everyone will qualify for promotions or incentives), time period restrictions (promotions and incentives require a minimum time commitment and are offered for a limited time), minimum and/or maximum accounts (spending minimums or maximums), must have a credit card on file, first-time or re-enrolling customers, only, and subject to any local or state laws or limitations.

Unless stated otherwise, most promotions, but specifically those with an Online Promo Code or those applied automatically during sign up, are not valid in conjunction with any other promotions, incentives, or offers.  Promotions and incentives cannot be redeemed for cash and are strictly applied to eligible account balances. If You become ineligible for a promotion or incentive during the offer period, You will be responsible for the full retail price of the Services, which will be debited against Your credit card on file.

Upon expiration of the promotion or incentive, You will be obligated to continue the Services at the full retail price unless You cancel in accordance with the termination conditions set forth in these Term of Use or Your enrollment agreement.

Warranties – No Infringement, Compliance with Laws.

YOU HEREBY REPRESENT AND WARRANT THAT ANY AND ALL OF YOUR CONTENT SUBMITTED FOR PUBLICATION OR DISPLAYED ON YOUR WEBSITE WILL NOT VIOLATE OR OTHERWISE INFRINGE UPON ANY COPYRIGHT, TRADEMARK, PATENT, STATUTORY, REGULATORY, STATE, FEDERAL, OR COMMON LAW, POLICY, PRIVACY, OR PROPRIETARY RIGHT OF OTHERS, OR CONTAIN ANYTHING CONSIDERED OBSCENE OR LIBELOUS. YOU HEREBY AGREE THAT YOUR PERFORMANCE OF YOUR OBLIGATIONS UNDER THESE TERMS AND CONDITIONS, YOUR ENROLLMENT FORM AND MASTER SERVICES AGREEMENT, WHERE APPLICABLE, AND THE OPERATION OF YOUR BUSINESS, INCLUDING BUT NOT LIMITED TO THE USE OF SALES LEADS AND USE AND MAINTENANCE OF CONSUMER PERSONAL DATA, WILL COMPLY WITH ALL APPLICABLE PRIVACY POLICIES, THIRD PARTY AGREEMENTS, AND ALL STATE AND FEDERAL LAWS AND REGULATIONS.

Cancellation and Termination.

We value Your business and continue to strive to improve the LotLinx Services.  To that end, if You wish to cancel Your Services it is a two-step process: (1) contact Your LotLinx Representative via direct telephone contact or at 800-625-5469, and (2) submit a cancellation notice detailing the Services cancelled and the dealership or individual Rooftop to be cancelled and email to LotLinx at [email protected]; the cancellation will be effective in 30 days from the receipt of the notice. Cancelled advertisements may be published despite cancellation, if the Notice is received after any applicable publication commitment date as set forth in advance by LotLinx or the Service Provider has passed.

 

LotLinx may terminate this Agreement, the Enrollment, and the Services, or any part thereof, immediately, in the event (a) You fail to pay the fees for the Services when due, (b) You otherwise breach these Terms and Conditions, the Enrollment Form or the Master Services Agreement, or (c) the Services, or any part thereof, are deemed by LotLinx or alleged or determined by an appropriate governmental authority to violate any local, state, or federal law or regulation. LotLinx may, at any time and for any other reason, terminate this Agreement upon thirty (30) days prior written notice to You, email notice, with confirmation receipt being an acceptable form hereunder.

 

 

No Product or Service Warranties.

IF YOU RELY ON THIS WEBSITE OR ANY INFORMATION, PRODUCT OR SERVICE AVAILABLE THROUGH LOTLINX, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, INACCURACIES, AND/OR OTHER PROBLEMS WITH THE INFORMATION, PRODUCTS, AND SERVICES PUBLISHED ON OR PROMOTED OVER THIS SITE AND/OR THROUGH AFFILIATED PRODUCTS OR SERVICES. THIS WEBSITE AND ANY AFFILIATED PRODUCTS AND SERVICES ARE PROVIDED TO YOU “AS IS.” LOTLINX AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THIS WEBSITE OR THE LOTLINX PRODUCT OR SERVICE (OR ANY INFORMATION, GOODS OR SERVICES THAT ARE REFERRED TO, ADVERTISED OR PROMOTED ON, OR SOLD THROUGH THIS WEBSITE OR LOTLINX), NOR DO WE OR THEY GUARANTEE THAT THE LOTLINX WEBSITE AND/OR ANY AFFILIATED PRODUCT OR SERVICE WILL BE ERROR FREE OR CONTINUOUSLY AVAILABLE, OR THAT THE LOTLINX WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE LOTLINX PRODUCTS, SERVICES AND THE CONTENT IS AT YOUR SOLE RISK AND ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

IN PARTICULAR, LOTLINX, THE SERVICE PROVIDER(S) AND THEIR AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES OR THE CONTENT WILL MEET YOUR SUBJECTIVE REQUIREMENTS, OR (B) YOUR USE OF THE SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) DEALER/ROOFTOP WILL BE PROVIDED WITH A MINIMUM NUMBER OF SALES LEADS, SHOPPERS, OR ACHIEVE A SPECIFIC NUMBER OF CONVERSIONS OF SALES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING ANY CONTENT, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOTLINX OR ANY SERVICE PROVIDER OR THROUGH OR FROM THE USE OF THE SERVICES SHALL CREATE ANY WARRANTY.

Indemnification.

You will defend, indemnify, and hold LotLinx, the Service Providers, and each of their employees, officers, directors, agents, representatives, affiliates, and licensors harmless from and against all loss, claims, demands, causes of actions, and administrative or regulatory actions, whether brought by You or any third party, and including costs, attorney’s fees and expenses arising our of Dealer’s/Rooftop’s, or Your employee’s, contractor’s, agent’s, affiliate’s, or vendor’s grossly negligent performance or violation of these Terms and Conditions, the Enrollment Form, or Master Services Agreement.

Subject to these Terms and Conditions, and provided Dealer/Rooftop is not in default of any obligation under these Terms and Conditions, Your enrollment Form or Master Services Agreement (collectively referred to as Your “Agreement”), and provided You have paid all applicable fees, LotLinx will defend, indemnify, and hold Dealer/Rooftop harmless from and against loss, claims, demands, causes of actions, and administrative or regulatory actions, arising out of LotLinx’ gross negligence in the performance of the Services.

Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOTLINX, THE SERVICE PROVIDERS, AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, AFFILIATES, AND LICENSORS, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY IN TORT OR OTHERWISE, AND WHETHER BASED ON ANY PROVISION OF THIS AGREEMENT, SERVICE ORDER OR ANY OTHER AGREEMENT RELATING TO THE SERVICES, FOR:
(A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OR INTERRUPTION OF DATA OR USE OF DATA OR AVAILABILITY OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF MONEY, STOPPAGE OF WORK, IMPAIRMENT OF ASSETS, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY CHANGES WHICH LOTLINX OR ANY SERVICE PROVIDER MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE LOTLINX OR THE SERVICE PROVIDER WITH ACCURATE ACCOUNT INFORMATION; (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

THE PARTIES AGREE THAT LOTLINX’ AND ITS SERVICE PROVIDERS AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, AFFILIATES AND LICENSORS UNDER THIS AGREEMENT MAXIMUM LIABILITY BOTH INDIVIDUALLY AND IN THE AGGREGATE FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY THE YOU DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE LAST EVENT GIVING RISING TO LIABLITY.

Force Majeure.

Each party hereto shall be excused from performance hereunder, except for payment obligations, and to the extent that it is prevented from performing any obligation hereunder, in whole or in part, as a result of delays caused by the other party, war, civil disturbance, court order, labor dispute, third party nonperformance or other cause beyond its reasonable control, including failures, fluctuations or non-availability of electrical power, heat, light, air conditioning, computing or information systems or telecommunications equipment or the inability of hardware or software leased or acquired by sale or license from third parties to process without error or malfunction any date data. Such nonperformance shall not be a default or ground for termination as long as reasonable means are taken to remedy expeditiously the problem causing such nonperformance.

Relationship of Parties.

LotLinx and the Service Provider are independent contractors, and no agency, partnership, joint venture, employer- employee or other similar relationship is intended or created between You and either LotLinx or Service Provider hereunder or under any Enrollment Agreement.

Notices. Any notice to be provided under this or any Enrollment Agreement shall be in writing and shall be delivered to the last known address of the party to receive the notice, which shall be considered delivered three days after mailing if sent certified mail, return receipt requested, or when received, if sent by e-mail, facsimile, prepaid courier, express mail or personal delivery. LotLinx address for purposes of this Section is 412 S. Wells, 6th Floor, Chicago, IL 60607.

Entire Agreement. These Terms and Conditions, the Terms of Use Document, along with the current and applicable Enrollment Form, and any Master Services Agreement, constitute the entire agreement and understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements, consents and understandings whether oral or in writing relating to such subject matter.

Amendment of an Enrollment Process. Your Enrollment Process may be modified or amended by LotLinx upon sixty (60) days prior written notice.

Waiver. No delay in exercising any right, power or remedy under these Terms or any Enrollment Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power remedy preclude any other or further exercise of that right, power or remedy.

Severability. If any provision of these Terms or any Enrollment Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Headings used in these Terms or any Enrollment Agreement are for reference purposes only and are not a part of this Agreement.

Interpretation. No provision of these Terms or any Enrollment Agreement shall be construed in favor of a party by reason of the extent to which either such party or its counsel participated in the drafting hereof. Section headings are for convenience of reference only, are not a part of these Terms or any Enrollment Agreement and shall not be used in construing this Agreement.

Assignment. You may not assign these Terms or any Enrollment Agreement without the prior written approval of LotLinx, except that no approval shall be required to assign this agreement to any person or entity which is, directly or indirectly, controlled by, controlling, or under common control with You. LotLinx may assign this Agreement. These Terms or any Enrollment Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns.

Governing Law, Venue for Resolving Disputes, Binding Arbitration. The laws of the State of Illinois without regard to its conflict or choice of laws provisions governs these Terms or any Enrollment Agreement, and the provision of Services by LotLinx and its Service Providers.

Any dispute or controversy arising under or in connection with Your use of the Services, Your relationship with LotLinx, Your access to this Site or any of the sites affiliated with LotLinx, Your Agreement or otherwise in connection with LotLinx shall be settled exclusively by arbitration as set forth here. Any dispute or controversy shall be submitted to a single arbitrator to be chosen by mutual agreement of the parties from the panel of arbitrators at the JAMS Chicago, Illinois office within five (5) days after the request for arbitration notice is received by a Party. If the parties, within such time, cannot agree on an arbitrator, the arbitrator shall be chosen pursuant to the JAMS Comprehensive Arbitration Rules & Procedures from its panel of arbitrators at the JAMS, Chicago, Illinois office. A copy of the Rules & Procedures can be found here http://www.jamsadr.com/rules-comprehensive-arbitration. The arbitration hearing shall be held in Cook County, Illinois, United States of America, or at such other place that the parties and the arbitrator mutually agree upon, such agreement shall take place no later than thirty (30) days after the demand for arbitration is received in writing. You acknowledge and agree that any arbitration hereunder will be subject to JAMS Expedited Procedures Rule 16.1 and 16.2 and any other JAMS Rules and Procedures not in conflict with the Expedited Procedure Rules shall apply.

The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration clause and without abridgment of the powers of the arbitrator.  YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS SECTION, WHICH DISCUSSES ARBITRATION.  YOU AGREE TO SUBMIT ANY PRESENT AND FUTURE CLAIMS AGAINST LOTLINX TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES AGAINST LOTLINX.

LotLinx reserves the right to change these Terms and Conditions and this Terms of Use Document at any time without prior notice. In the event that any changes are made, the revised version shall be posted on this website immediately. Please check the latest information posted herein to inform Yourself of any changes.

 

Revision: August 28, 2016

[1] ”LotLinx Business” includes, but is not limited to, those processes set forth in US Patent No. 8,818,857, other Patents Pending.”