THIS AGREEMENT, to become effective upon account creation on our website (hereafter called "Agreement") between AUTOLUTION VENTURES LLC DBA CARHAGG, with its principal place of business at 7900 Oak Lane, Suite 428 Miami Lakes, Florida 33016 (hereafter called "Company") and your dealership with its place of business for the sale of Company products covered by this Agreement located at your dealership address (hereafter called "Dealer").
This Agreement is to establish Dealer as a Dealer Affiliate of Company with the non-exclusive right to participate in Company's Program, namely, a reverse auction management service provided to others over an on-line web site accessed through a global computer network for cars and trucks, and to establish the responsibilities of the parties.
The Company provides the opportunity for its Dealer Affiliates to further capture market share objectives and quota by helping enhance the increase of sales volume on a monthly and yearly basis. The Company's on-line reverse auction management service delivers the benefit of an added sales tool that excludes any and all monetary risk for Dealer Affiliates. The Company's on-line web site accessed through a global computer network creates vast visual consumer exposure and logistical consumer awareness for all Dealer Affiliates. Although all Dealer Affiliates will receive vast exposure and awareness, the company does not charge its Dealer Affiliates upfront fees and/or any re-occurring monthly service fees for these added benefits that are paramount for the overall production of a Dealer Affiliate. The Company solely takes on the full fiscal responsibility of marketing itself to the public in order to consummate car purchases for the Company's customers with the Company's Dealer Affiliates. Absent from any and all upfront monetary risks, Dealer Affiliates will pay a Service Fee of $350 to the Company for every consummated sales occurrence between a Company customer and Dealer Affiliate.
Upon Company's customer signing up they will be able to select several Dealer Affiliates. The Dealer Affiliates will be authorized to receive the customer's first name, last name initial and the specifications for the desired vehicle. The Dealer Affiliate has 72 hours from receiving the customer's above-mentioned information to bid on that request by presenting an offer to the customer via the Company's on-line reverse auction management service.
The duration for the validity of the offer is determined by the Dealer Affiliate. The Dealer Affiliate is not to contact the customer(s) other than to present an offer until the customer(s) has accepted the offer at which time the Dealer Affiliate can contact the customer to proceed with the transaction.
The customer shall present Dealer Affiliate with a certificate certifying the deal brokered by the Company. If customer is caused to make a transaction with a Dealer Affiliate because of customer's interaction with Company's on-line reverse auction management service, even if certificate is for another Dealer Affiliate, Company shall be entitled to compensation.
For every sale caused to be made because of Company's on-line reverse auction management service, Dealer Affiliates shall compensate Company with a Service Fee of $350. All Service Fees from Dealer Affiliates will become due on the 15th day of
current month for total compensation of previous month. If Company agrees to Dealer Affiliate's request to send an invoice to a third party on your behalf, and if such party does not pay the invoice timely, Dealer Affiliate will immediately pay all such amounts. Any dispute related to an invoice must be submitted in writing to Company within 30 days of the date of such invoice, otherwise such dispute is waived and the invoice will be final and not subject to challenge.
The Company does not offer credit terms. Company is not responsible for ensuring the credit of a potential customer and shall be held harmless for any breaches or failures to pay by the customers.
Dealer warrants that it will honor its offer and provide real-time pricing via Company’s Program. Dealer shall indemnify and hold Company harmless with respect to any Dealer representation beyond those in such Company warranty. COMPANY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, (i) EACH SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WHETHER YOUR DEALER INFORMATION WILL BE DISPLAYED TO POTENTIAL CUSTOMERS, AND YOUR USE THEREOF IS AT YOUR OWN RISK, AND (ii) WE AND YOU DISCLAIM ON BEHALF OF EACH OF OURSELVES ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Representations. You represent, warrant, and covenant that you (i) have the corporate or other applicable right, power and authority to enter into the Agreement, (ii) are a licensed automobile dealership pursuant to applicable laws, and (iii) with respect to new vehicle sales, possess the required franchises with the applicable manufacturer to represent each brand you sell.
Confidentiality. "Confidential Information" means information disclosed by you to us or us to you, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as "Confidential," "Proprietary," or some similar designation. Information communicated orally and/or other intangible information will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Notwithstanding the foregoing, the Dealer Portal is deemed Company Confidential. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files, records, and/or other competent evidence immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession. The receiving party will not at any time (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing party, except to employees, contractors, agents, or Affiliates, in each case who have a legitimate need to know such Confidential Information and are bound to confidentiality and non- use obligations no less restrictive than those contained in the Agreement, or (b) use, reproduce, or copy any Confidential Information of the disclosing party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party by the disclosing party, or in connection with or as set forth in the Agreement. The receiving party may disclose Confidential Information of the disclosing party in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Notwithstanding anything to the contrary in the Agreement, without consent, either you or we may disclose (x) the Agreement (or the existence of the Agreement) to bona fide potential investors or prospective purchasers of a portion of its assets or beneficial ownership interests provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, and/or (y) as required by law, including any governmental or regulatory filings.
Restrictions on Use of Information and Data. Each party represents, warrants, and covenants that it has implemented adequate administrative, procedural, technical, and physical safeguards designed to (i) provide for the security and confidentiality of non-public personal information provided, collected, and/or received in connection with the Agreement ("Non-Public Personal Information"), (ii) protect against any anticipated threats or hazards to the security or integrity of Non-Public Personal Information, and (iii) protect against unauthorized access to or use of Non-Public Personal Information which could result in substantial harm to a Customer. In addition, each party will notify Customers of security breaches as required by applicable law.
Company shall not be responsible for failure to deliver cars and trucks on time or to fill orders when such delay or failure results from causes beyond Company's control.
The term of this Agreement shall be for a period of one year, commencing on the effective date hereof. This Agreement shall be automatically renewed for successive terms of one year each unless either party shall give the other notice of non-renewal not less than 30 days prior to the end of the then current term or unless this Agreement is otherwise terminated as provided herein.
Unless otherwise provided by applicable state law, Company may terminate this Agreement without cause and for any reason, upon not less than 30 days written notice given to the other party, provided that nothing contained herein shall prevent Company from immediately terminating this Agreement in the event of bankruptcy or insolvency of Dealer, Dealer's failure to pay any amounts owing Company when due, Dealer's failure to hold proceeds of the sale of Products in trust for Company, intentional deceit by Dealer or Dealer's failure to maintain satisfactory insurance, or Dealers failure to meet monthly order requirements. Upon termination for any reason, all amounts owed Company will become immediately due and payable.
VIII. TRADEMARKS/TRADE NAMES
Dealer is hereby licensed to use Company's name and trademarks in the normal course of distributing Company's Products and performing related services under this Agreement. Dealer agrees not to use Company's name as part of Dealer's name or in any manner which would misrepresent the relationship between Dealer and Company. Dealer may represent itself as an "authorized dealer" of Company, and, with prior approval of Company, may use Company's name and Product related trademarks on signs or other advertising or promotional material. Dealer's license to use Company's name and trademarks is limited and Dealer shall abide by restrictions and limitations imposed by Company from time to time. Upon
termination of this Agreement, Dealer shall immediately cease representing itself as a dealer of Company and shall cease use of all Company names and trademarks and any signs or other material, of whatever nature, identifying Dealer as a dealer of Company shall be removed or obliterated.
Limited Licenses. Dealer grants the Company and it entities a limited, non-exclusive, non- sublicensable, non-transferable, royalty-free, worldwide license to use its logos, trademarks and service marks (collectively, "Marks") solely in connection with the Agreement, provided that we will not modify the Marks (resizing acceptable) without Dealer's prior written consent. Company grants Dealer a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free, worldwide right to access and use our proprietary, dynamic web-based portal or any successor website ("Dealer Portal") solely for fulfilling Dealer's obligations pursuant to the Agreement, provided that Dealer will not (i) modify or manipulate the Dealer Portal, (ii) publicly display, copy, decompile or disassemble the Dealer Portal, or (iii) grant or permit any third party to use or access the Dealer Portal.
IX. THE CARHAGG COVENANTS
1. ALL CARHAGG DEALER AFFILIATES WILL CREATE AND MAINTAIN AN ACCURATE AND THOROUGH ON-LINE PROFILE ON CARHAGG'S DEALER SIGN UP SECTION
All Dealer Affiliates will create and maintain an accurate and thorough Dealer Affiliate Profile. Any changes to personnel must become immediately accurate for all Dealer Affiliate Profiles. Every segment of the Dealer Sign Up Profile is to be populated.The Dealer Sign Up Profile consists of: Zip Code, Location- Address, City, State, Phone Number, Website Link. Dealer Affiliates are required to permanently define the Services Offered which consists of: Expedited Checkout, Delivery, Carwash, Scheduled Maintenance, Oil Changes, Loaner Services. All Dealer Affiliates will have a Dealership Contact. This Dealership Contact will continually maintain and accurate profile for the Dealer Affiliate and for him/herself. The Dealer Affiliate Contact will provide a Full Name, Email, Phone Number, an Uploaded Picture on Carhagg' on- line platform. All Dealer Affiliates will list the Dealer Fee on the profile. All Dealer Affiliates will upload a picture of Dealership Contact. All Dealer Affiliates will agree to Terms and Conditions.
2. ALL CARHAGG DEALER AFFILIATES WILL DILIGENTLY MONITOR ON- LINE PLATFORM
All Dealer Affiliates will diligently monitor the Carhagg on-line platform. Dealer Affiliates must adhere to the strict discipline of daily monitoring. Customer bids continually appear on Carhagg. Carhagg provides a concierge service that allows them to make a car buying decision from the comfort of their home or office in complete anonymity. It is imperative to monitor bids on a daily basis as a Dealer Affiliate. Negligence from a Dealer Affiliate on Carhagg's on- line platform is strictly prohibited.
3. VEHICLES MUST BE IN ACTUAL INVENTORY FOR CARHAGG DEALER AFFILIATES TO PRODUCE OFFERS FOR CARHAGG CUSTOMERS
When Dealer Affiliates actively engage on the reverse auction platform and produce offers for customers, the vehicles that are being offered are to be in immediate possession and physical inventory of Dealer Affiliate. Dealer Affiliates are prohibited from placing offers for customers without having the vehicle physically in inventory. Placing offers to customers that are based on potential factory orders is also prohibited.
4. 100 % ACCURACY IS REQUIRED WHEN DESCRIBING VEHICLES TO CARHAGG CUSTOMERS IN OFFERS
Dealer Affiliates shall ensure 100 % accuracy of the description of the vehicles included in all offers.They will list and display the accurate Year, Make, Model, Trim Level, Vehicle Identification Number, Exterior Color, Interior Color and Factory Options. Placing inaccurate information by Dealer Affiliates is strictly prohibited.
5. ALL CARHAGG DEALER AFFILIATES MUST DISPLAY VEHICLE IDENTIFICATION NUMBERS ON OFFERS MADE TO CARHAGG CUSTOMERS
Vehicle Identification Numbers must be displayed by Dealer Affiliates when placing offers to customers. Any offers that are made by Dealer Affiliates to customers without a Vehicle Identification Number are strictly prohibited and will be labeled as INVALID.
6. ALL CARHAGG DEALER AFFILIATES MUST DISPLAY THE MANUFACTURER'S SUGGESTED RETAIL PRICE TO CARHAGG CUSTOMERS ON ALL OFFERS
All Dealer Affiliates must accurately display the Manufacturer's Suggested Retail Price on all offers to customers. Dealer Affiliates are prohibited from inflating this this dollar amount itemization line for aftermarket add-ons to the vehicles. Any and all aftermarket add-ons to vehicles will be specified on the notes section of the offers to customers. In this notes segment, Dealer Affiliates will thoroughly describe the aftermarket add-ons that were made to vehicles and the dollar amount price increases for the add-ons. All increases for add-ons in the notes segment must have physical addendum or price labels that prove installation upon accepted offers and delivery of vehicles to customers.
7. ALL CARHAGG DEALER AFFILIATES ARE REQUIRED TO DISPLAY 100% ACCURACY ON SELLING PRICE OFFERS THAT ARE MADE TO CARHAGG CUSTOMERS
All Dealer Affiliates will accurately display the "Selling Price" to customers. The "Selling Price" excludes all factory rebates, added incentives for specific customer criteria, dealer fees, tax, tag and registration. Dealer Affiliates are never allowed to mislead and/or entice customers to appear at the Dealership in order to bait and switch. Any and all unethical practices of this nature by Dealer Affiliates regarding the "Selling Price" is strictly prohibited and will not be tolerated.
8. ALL CARHAGG DEALER AFFILIATES MUST DISPLAY ACCURATE REBATES TO CARHAGG CUSTOMERS ON ALL OFFERS
All Dealer Affiliates display accurate factory rebates and incentives when providing offers to customers. Dealer Affiliates are responsible for scrutinizing customer profiles in order to apply added incentives to offers. Each rebate will be fully disclosed separately on all offers. Each rebate will have a rebate name and rebate dollar amount.
9. ALL CARHAGG DEALER AFFILIATES PROPERLY UTILIZE THE "NOTES" SEGMENT ON ALL OFFERS MADE TO CARHAGG CUSTOMERS
The " Notes" section for Dealer Affiliates when making offers has a very specific intended use. This section's sole purpose is for: 1. Dealer Affiliates to describe any aftermarket add-ons to vehicles that are included with offers. 2. Dealer Affiliates inform customers whether vehicles are demos and inform mileage. 3. Any relevant information that emits ethical transparency pertaining to deals that helps customers make car buying decisions. 4. A few choice words thanking customers for the opportunity to earn business.
No other information is allowed. Dealer Affiliates will never attempt to utilize the "Notes" section of an offer to create open lines of communication that undermines the Carhagg sales process that prides itself on providing complete anonymity for customers. Unethical sales practices of providing deceptive information on this section of the offer in order to entice for bait and switch tactics are strictly prohibited.
10. ALL CARHAGG DEALER AFFILIATES ARE REQUIRED TO DISPLAY ACCURATE EXPIRATION DATES ON ALL OFFERS MADE TO CARHAGG CUSTOMERS
Dealer Affiliates shall provide an accurate expiration date on all offers made to customers. This ensures the validity of the offers by Dealer Affiliates to customers. It is the Dealer Affiliates sole responsibility to thoroughly gauge the expiration of factory rebates and incentives on vehicles in order to transmit expiration dates on all offers made to customers.
11. ALL CARHAGG DEALER AFFILIATES WILL HONOR EXACT OFFERS ON CARHAGG PRINTED CERTIFICATES
All customer printed certificates must be completely honored for all customers by all Dealer Affiliates. Unethical sales practices that are deceptive in nature are never allowed and are strictly prohibited.
12. ALL CARHAGG DEALER AFFILIATES WILL COMPENSATE CARHAGG FOR ALL SALES CONSUMATED DUE DIRECTLLY OR INDIRECTLY FROM CARHAGG'S ON-LINE PLATFORM
All customers shall present Dealer Affiliates with a certificate certifying the deal originated through Carhagg's on-line platform. If customer is caused to make a transaction with Dealer Affiliate because of customer's interaction with Carhagg's on-line platform, even if certificate is for another Dealer Affiliate, Carhagg shall be entitled to compensation.
13. CARHAGG DEALER AFFILIATES ARE REQUIRED TO REPORT ALL CARHAGG GENERATED SALES TO CARHAGG WITHIN 48 HOURS
As part of the Carhagg process, Carhagg gifts all car buying customers with a $50 Rebate. All Dealer Affiliates must report all sales that were consummated by Carhagg's on-line platform within 48 hours. This is a mandatory obligation on a per sale basis for all Dealer Affiliates.
A. Dealer is not an agent of Company nor is Dealer authorized to incur any obligations or make any representations on behalf of Company.
B. This Agreement is binding on the parties, their heirs, executors, administrators, successors and assigns.
C. Dealer may not assign this Agreement or any provisions thereof to another dealer or party without the written approval of Company.
D. If any provision of this Agreement shall be held unenforceable, then the remainder of this Agreement shall not be affected thereby.
E. No waiver by Company of any default under this Agreement by Dealer shall be deemed a waiver of any prior or subsequent default by Dealer hereunder.
F. All understandings and agreements between the parties are contained in this Agreement which supersedes and terminates all other agreements between the parties. The rights of either party pertaining to Products sold by Company to Dealer under previous arrangements will be governed by this Agreement, provided, however, that nothing contained in this Agreement will, in any way, alter or change the rights and obligations of the parties pursuant to any security agreements or other agreements presently in existence.
G. Company reserves the right to modify and/or update this Agreement consistent with the modification and/or updating of all agreements Company has with other similar dealers, and replace or substitute such modified or updated agreement for this Agreement and such replacement or substitution shall not constitute termination of this Agreement. Failure of Dealer to execute such replacement or substitution agreement within 30 days of it being offered shall constitute automatic termination of this Agreement by Dealer.
H. Dealer agrees that application of any provision of this Agreement or related documents, or any other change implemented by Company, if equally applied to all other similar Company dealers, shall not constitute a change in the competitive circumstances of Dealer.
I. This Agreement will be governed by the laws of the State of Florida.
J. Notices. We may give notices to you by posting on the Dealer Portal, or by email, first class mail or facsimile as provided by you in the Registration Form. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: AUTOLUTION VENTURES LLC DBA CARHAGG, with its principal place of business at 7900 Oak Lane, Suite 428 Miami Lakes, Florida 33016.