Central Dispatch | The Auto Industry's Vehicle Transport Marketplace

These Terms of Use govern your use of: (1) the CentralDispatch website (www.centraldispatch.com) and all of the content, tools, applications (including mobile applications), and services available through the CentralDispatch website (collectively, the "CentralDispatch Site"); and (2) the jTracker website (www.jtracker.com) and all of the content, tools, applications (including mobile applications), and services available through the jTracker website (collectively, the "jTracker Site"). The CenralDispatch Site and the jTracker Site are each referred to individually as a "Site" and collectively as the "Sites." As used herein, (i) "you" or "your" refers to you as a user of one or both Sites; (ii) "Dealertrack", "CentralDispatch", "we", or "us" refers to Dealertrack CentralDispatch, Inc. and Dealertrack, Inc.; and (iii) "Terms of Use" refers to these Terms of Use, together with any other notices, policies, disclaimers, or restrictions posted by us on any of the Sites (collectively, the "Terms of Use").

Use of the Sites is restricted to Dealertrack and its authorized users. Unauthorized use of the Sites, including, but not limited to, unauthorized entry into a Site, misuse of passwords, or misuse of any information within the Sites, is strictly prohibited. Each time you enter a login ID and password on a Site: (1) you represent to us that you have been authorized to use that Site by (i) Dealertrack or (ii) a party that has an agreement with Dealertrack, in accordance with the terms of such agreement; (2) you represent to us that you are an employee or agent of a party described in item 1 above; (3) you represent to us that you are the user assigned to use the login ID and password that is accessing the Site; and (4) you agree to be bound by these Terms of Use. Authorized Users of the CentralDispatch Site will be referred to herein as "CD Members." Authorized users of the jTracker Site will be referred to as "JT Members." The term "Member" or "Members" will refer to CD Members and JT Members collectively; the term "Membership" will refer to status as a Member of either Site. These Terms of Use are legally binding, with the same legal effect as a signed, written agreement entered into with us.

Introduction to CentralDispatch and jTracker:

The CentralDispatch System. Through the CentralDispatch Site, we offer an Internet-based system (the "CentralDispatch System") that allows individuals and companies that have vehicles to ship to connect with vehicle transportation companies by: (1) allowing CD Members to post data and information regarding vehicles for shipment or vehicle transportation services, references, evidence of insurance coverage, copies of government licenses, and other data and information that can be reviewed by other CD Members who may be interested in entering into a business relationship, and (2) allowing CD Members to make their own independent evaluations of whether they are interested in entering into business relationships with other CD Members. The CentralDispatch System may also allow CD Members to "rate" other Members or to provide information of general interest to other CD Members with regard to, for example, truck stops, repair centers, and insurance companies. You understand and acknowledge that we do not and cannot control the reliability, completeness, usefulness, safety, or accuracy of information available through the CentralDispatch Site, including, without limitation, through the CentralDispatch System, because such data and information is provided solely by the CD Members over whom we have no control.
The jTracker System. As an add-on to the CentralDispatch System, we offer an Internet-based system (the "jTracker System") that offers additional features to companies and individuals in the auto transport industry. The jTracker System allows users to, among other things, manage leads, quotes, orders, payments, and dispatching. In order to become and remain a JT Member, you must also be a CD Member and must maintain your subscription to the CentralDispatch System in good standing.

Member Responsibilities.
1. Carriers. If you are a Member and a carrier that enters into a business relationship with another Member, you are solely and fully responsible for abiding by all applicable industry and professional standards, including, without limitation: (1) picking up and delivering vehicles within the agreed-upon windows of time and at the agreed-upon price; (2) communicating the status of the shipment to the shipper throughout the shipping process, including promptly notifying all appropriate parties of any damage, loss, theft, or unexpected delays in the pick-up or delivery of vehicles; (3) using Central Dispatch’s "Dispatched to Me" page to update shipment status; (4) handling vehicles so as to avoid any damage to the vehicles; (5) providing Central Dispatch with a copy of the bill of lading in the event of a dispute with a shipper; (6) providing appropriate parties with a completed and signed bill of lading/vehicle condition form upon delivery of the vehicles; (7) handling damage claims fairly and responsively; (8) promptly forwarding COD payments in excess of agreed upon carrier payment to brokers or applicable parties, when applicable; (9) interacting with all parties in a professional and courteous manner; (10) maintaining adequate insurance coverage and applicable licenses and bonds at all times; and (11) complying with all applicable laws, rules, and regulations, including, but not limited to, regulations of the Federal Motor Carrier Safety Administration (FMCSA).
2. Brokers, Dealers, Freight Forwarders, Auctions, Corporate Relocation Specialists, Manufacturers and Rental Agencies. If you are a Member and a broker, dealer, freight forwarder, auction, corporate relocation specialist, manufacturer, rental agency, or other entity that posts vehicles for shipment on the CentralDispatch Site and enters into a business relationship with another Member:
  1. You are solely and fully responsible for abiding by all applicable industry and professional standards, including, without limitation: (1) providing the agreed upon vehicle(s) to carriers at the agreed upon time and price; (2) making prompt payment of outstanding balances owed to carriers; (3) ensuring that the bill of lading accurately reflects the condition of the vehicle at pickup and delivery; (4) providing CentralDispatch with a copy of the signed bill of lading in the event of a dispute with a carrier; (5) removing from view on the CentralDispatch Site loads that you have posted for shipment once an agreement has been made to ship such loads with a carrier; (6) interacting with all parties in a professional and courteous manner; (7) maintaining adequate insurance and applicable licenses and bonds at all times; and (8) complying with all applicable laws, rules, and regulations.
  2. You acknowledge and agree to comply with the following: (1) damage and loss claims against a carrier must be pursued independently of the contracted freight fees; (2) contracted freight fees may not, pursuant to the Interstate Commerce Act (49 U.S.C. § 10761) and related administrative rulings, be withheld or delayed in payment of any claim of damage or loss; (3) valid claims arising from damage or loss during shipment will not be paid until freight charges are paid.
3. Dealertrack does not enforce or monitor Members’ compliance with: (1) the obligations set out in subsections (a) and (b) above; or (2) any law, regulation, or industry or professional standard. Dealertrack disclaims all responsibility for the conduct of Members generally.
Member Registration. When you register to become a Member, you agree to (a) provide accurate, current, and complete information about yourself as prompted by the Dealertrack registration form (including your email address) and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, obsolete, or incomplete, we reserve the right to suspend or terminate your Membership and/or your access to the Sites. If, in accordance with your registration, you are granted the ability to assign usernames and passwords to other persons within your organization, you hereby agree that you will only provide such usernames and passwords to persons that have agreed to be bound to the Terms of Use. As part of the registration process, you may be asked to select a username and password. We may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You agree not to transfer or resell your use of or access to any of the Sites to any third party. YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS A VIOLATION OF THE TERMS OF USE TO LOG ONTO ANY SITE WITH A LOGIN ID OR PASSWORD THAT WAS NOT ASSIGNED TO YOU PERSONALLY. YOU AGREE TO KEEP YOUR LOGIN ID AND PASSWORD CONFIDENTIAL AND TO NOTIFY US IMMEDIATELY IF YOU LEARN THAT THE SECURITY OF YOUR LOGIN ID AND/OR PASSWORD HAVE BEEN COMPROMISED AND/OR IF YOU SUSPECT THAT ANYONE OTHER THAN YOURSELF HAS ACCESSED THE SITE WITH YOUR LOGIN ID AND/OR PASSWORD. YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
Intellectual Property.
1. Limited License. Subject to these Terms of Use and the timely payment of all subscription fees hereunder, we grant you a non-exclusive, nontransferable, non-sublicensable, limited right and license, during the term of your registration (i) to access and use the Sites as made available by us, and (ii) to use data, text, graphics, images and links (collectively, the "Materials") displayed on the Sites, in each case solely for the purposes of evaluation to determine if you would like to enter into a business relationships with other Members and for your own internal business use.
2. Restrictions on Use. You hereby acknowledge and agree that you may not use the Sites or the Materials for any purpose other than as expressly described in the Terms of Use, and you will use the Sites and Materials in accordance with all applicable laws, rules, and regulations. You will not, and will not permit any third party to: (a) copy all or any portion of the Sites or Materials; (b) decompile, disassemble or otherwise reverse engineer the Sites, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Sites or any portion thereof; (c) modify, translate, or create any derivative works based upon the Sites or the Materials; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the Sites or Materials, in whole or in part, to any third party; (e) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Sites or the Materials; or (f) incorporate any of the Sites or Materials or any portion thereof into any other compilations, materials, products, or services. In the event of any violation of this Section, we may immediately terminate your Membership and/or access to the Sites and pursue equitable relief in accordance with these Terms of Use and applicable law.
3. Ownership. The Sites are owned and operated by Dealertrack in conjunction with others pursuant to contractual arrangements, and the Materials (and any intellectual property and other rights relating thereto) are and will remain the property of Dealertrack and its licensors and suppliers. The Sites, Materials and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. You may not copy, reproduce, republish, upload, post, transmit or distribute the Materials or other content or information available on or through the Sites in any way without our prior written permission. The Materials may be used solely to the extent necessary for your authorized use of the Sites, as provided in these Terms of Use or as expressly authorized in writing by us or, if so indicated in writing by Dealertrack, its licensors or suppliers. Modification of the Materials or use of the Materials for any other purpose is a violation of Dealertrack’s copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Sites or the Materials. Any rights not expressly granted to you herein are reserved to Dealertrack and its affiliates and licensors. If you download software from the Sites ("Software"), such Software is licensed on a limited basis to you by Dealertrack or the owner of such Software. Title to the Software is not transferred to you. You may own the medium on which the Software is recorded, but Dealertrack retains all right, title and interest in and to the Software, and all intellectual property rights therein. You may not re-sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form, or transfer the Software to any third party. The trademarks, logos, and service marks displayed on the Sites (collectively the "Trademarks") are the registered and unregistered trademarks of Dealertrack, Dealertrack's licensors and suppliers, and others. The Trademarks owned by Dealertrack, whether registered or unregistered, may not be used in connection with any product or service that is not Dealertrack's, in any manner that is likely to cause confusion with customers, or in any manner that disparages Dealertrack. Nothing contained on the Sites should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of the owner. Misuse of any Trademarks is prohibited, and Dealertrack will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
Updates and Modifications. We reserve the right to withdraw, suspend, or discontinue at any time and from time to time the Terms of Use, any Materials available on the Sites and any functionality or features in or on the Sites, including the cessation of all activities associated with any Site, with or without notice. We may update or modify these Terms of Use from time to time by posting an updated or modified version of the Terms of Use to the Sites. It is your responsibility to regularly check and monitor the Sites for any updates or modifications to the Terms of Use. By continuing to use or access the Sites following posting of any updates or modifications to the Terms of Use, you agree to be bound by such updates or modifications.
Code of Conduct. While using the Sites, you agree:
1. Not to use the Sites for any purpose that is improper, unlawful, abusive, harassing, libelous, defamatory, obscene, or threatening, or that violates the Terms of Use;
2. Not to restrict or inhibit any other visitor or Member from using the Sites, including, without limitation, by means of "hacking", denial-of-service attack, or defacing any portion of the Sites;
3. Not to express or imply that any statements you make are endorsed by us, without our prior written consent;
4. Not to transmit (i) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes Dealertrack’s or any third party's intellectual property or other rights; (ii) any material, non-public information about companies without their authorization to do so; (iii) any trade secret of any third party; or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us);
5. Not to engage in spamming or flooding;
6. Not to transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs, or other items of a destructive nature;
7. Not to "frame" or "mirror" any part of the Sites without Dealertrack’s prior written authorization;
8. Not to direct link, inline link, deep link, or otherwise hyperlink any page of the Sites other than the home page;
9. Not to use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Sites or their contents; and
10. Not to harvest or collect information about visitors to the Sites or Members without their express consent.
Information and Material Provided by Dealertrack or via the Sites. Although we strive to provide Materials that are both useful and accurate, data and other information change frequently. Accordingly, although we endeavor to use reasonable care in assembling the Materials, the Materials may not be up-to-date, accurate, or complete. In addition, much of the Materials are contributed to the Sites by industry service providers or Members. The inclusion of such information does not indicate our approval or endorsement of such providers or Members, and we expressly disclaim any liability with respect to the foregoing. In some cases, we may provide access to forms that Members may use for the purpose of contracting with one another. We are not a party to any such contract, inclusion of access to such contracts does not indicate approval or endorsement of such contracts, and we expressly disclaim any liability with respect to the foregoing. Members are solely responsible for determining whether, and on what terms, to enter into business relationships with other Members.
Information You Provide. You may submit feedback, suggestions or comments ("Feedback") to enhance one or more of the Sites. We may, in our sole discretion, decide to incorporate some or all of this Feedback into one or more Sites. You grant us a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify, and create derivative works of any Feedback, content, data, information, or other materials you submit and/or receive through the Sites; provided that, we shall do so in accordance with applicable law and/or the applicable agreement, if any, between the party that authorized you to use the Sites and Dealertrack. Notwithstanding anything to the contrary herein, to the extent any portion of the Sites, or any versions thereof or enhancements thereto are not deemed owned by Dealertrack, you hereby assign all of your right, title, and interest in the Sites or any such Feedback or enhancements to Dealertrack. You will execute such documents as may be deemed reasonably necessary to accomplish the objectives of this Section. Without limiting the generality of anything set forth in these Terms of Use, you agree not to submit any material or other data or information that violates law or the rights of any third party or that is unreliable, incomplete, inaccurate, obscene, libelous, defamatory, or otherwise objectionable.
Ratings. By submitting a rating of another Member to any Site, you declare that you have conducted business directly with such Member and are rating said Member in good faith and accurately. If you rate a Member with which you have not conducted business directly, we may suspend or terminate your account or your ability to rate other Members. While we do not and cannot control any Material or other data or information provided by you or other Members, we reserve the right to reject or remove any such Material or other data or information at any time with or without reason.
Relationships with other Members. You understand and acknowledge that the Sites, including, without limitation, the CentralDispatch System and the jTracker System, are provided to you solely as means of helping you connect with companies and individuals in the auto transport industry and providing you with related business management tools. Without limiting the generality of anything set forth in these Terms of Use, you also acknowledge and agree that we have no monitoring, enforcement, or other obligations or responsibilities in relation to the Members, any data, information or materials provided by them, their businesses, or any business relationships between Members. If you decide to enter into a business relationship with a Member, you understand and agree that you do so at your sole risk and that you are solely responsible for managing such business relationship and enforcing any and all rights and remedies you may have against such Member. Any contract or agreement for auto transport services that you may enter into by accessing and using the Sites (whether you are a carrier, broker, dealer, or other entity) is solely between you and the applicable carrier, broker, dealer, or other entity. We are not a party to any such contract or agreement, have not brokered it, have no obligations under any such contract or agreement, and expressly disclaim all liability whatsoever arising out of, or in connection with, any such contract or agreement, including, but not limited to, any liability as a broker. We do not guarantee that any vehicle you tender for shipment will be picked up or delivered on any date or that any vehicle will be delivered free of mechanical or aesthetic issues or damage. If you have a dispute with one or more Members, you release Dealertrack (and its affiliates, and their respective directors, officers, and employees) from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive all rights under California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
No Rendering of Legal Advice. IN NO WAY DOES ANY DATA, INFORMATION, CONTENT, OR MATERIAL PROVIDED THROUGH THE SITES (INCLUDING WITHOUT LIMITATION, ANY CONTRACTS, DISCLAIMERS, OR MENUS) CONSTITUTE LEGAL ADVICE. WE ARE NOT ENGAGED IN THE PRACTICE OF LAW OR IN PROVIDING LEGAL SERVICES. ACCESS TO, TRANSMISSION OR RECEIPT OF, OR RELIANCE UPON CONTRACTS, FORMS, OR OTHER MATERIALS, DATA, CONTENT, OR INFORMATION FROM THE SITES DOES NOT CREATE AND IS NOT INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU OR ANY OTHER PERSON AND US. AS LEGAL ADVICE MUST BE TAILORED TO THE SPECIFIC CIRCUMSTANCES OF EACH CASE, AND LAWS ARE CONSTANTLY CHANGING, NOTHING PROVIDED HEREIN SHOULD BE USED AS A SUBSTITUTE FOR THE ADVICE OF YOUR OWN COMPETENT COUNSEL LICENSED IN THE APPLICABLE JURISDICTION WITH REFERENCE TO THE PARTICULAR CIRCUMSTANCES.
Expiration, Termination and Suspension. These Terms of Use will remain effective between you and us for as long as you are a Member, except that Sections 4(c), 8, 9, 10, 11, 12, 17, 18, 19, 21, 23, 24, and 25 will survive termination, suspension or expiration of your Membership or these Terms of Use. If you have a monthly subscription, your subscription to the applicable Site will continue on a month-to-month basis and will automatically renew for subsequent months until you provide us with notice that you wish to terminate at the end of the then-current month. If you have pre-paid your subscription fees for an additional calendar month, your subscription will terminate at the end of the last paid month. If you have an annual subscription, your subscription to the applicable Site will continue for 12-months from the later of: the date on which we activate your account to access the Site, or the end of your initial trial period, if any. Thereafter, your subscription will automatically renew for additional 12-month periods unless you provide us with notice of termination at least 30 days prior to the end of the then-current term. We may immediately, and without prior notice to you, terminate your access to and use of the Sites or any portion thereof, at any time and for any reason, with or without cause. Upon termination, expiration, or suspension of your Membership, your right to use the Sites will immediately cease, and you must destroy all Materials obtained from the Sites and all copies thereof, whether made in accordance with these Terms of Use or otherwise.
Fees and Payment.
1. Monthly Subscription. If you have a monthly subscription, you agree to pay monthly subscription and other fees in accordance with the Dealertrack rate schedule in effect from time to time. Such fees may be tiered based on your usage of the applicable Site and will be due and payable within 10 days after the end of each month that you remain a Member. We may change the fees and payment terms for monthly subscriptions at our discretion and will post such changes to the applicable Site. Your continued use of the Site will be deemed acceptance of the new fees.
2. Annual Subscription. If you have an annual subscription, you agree to pay the annual subscription fees in effect at the time of your enrollment. Such fees are due and payable within 10 days after the last day of each billing month. In the event of a termination of the Agreement through no fault of Dealertrack, all sums payable to Dealertrack during the then-current term will be accelerated and will be due and payable within 10 days from receipt of notice from Dealertrack. Dealertrack may change the fees for annual subscriptions at any time after the initial 12-month term by providing you with 30 days’ notice of the change. If you do not agree to the new fees, you may terminate your account by providing us with notice of your intent to terminate, which notice must be given within 30 days of the fee change. Your termination will be effective as of the last day of the then-current calendar month.
3. Other Payment Terms. You are responsible for any sales, use, or other taxes applicable to the services provided under these Terms of Use. Delinquent accounts are subject to immediate suspension or termination without notice. Subscription fees will not be pro-rated for any partial month. If you pay by credit card or debit card, and if payment is not received by us from the card issuer or its agents, you agree to pay us all amounts due upon demand.
Freezing Your Account. If your account is in good standing, and you have a zero balance, you may freeze your account at no charge for up to 90 days by contacting us at 1-800-928-7869. Freezing your account allows you to deactivate your Membership temporarily without cancelling. After 90 days, we will automatically reactivate your account at the then-current subscription rate. You may reactivate a frozen account before the end of the 90-day period by logging into the CentralDispatch Site or by contacting us by phone at the number shown above.
Promotional Codes. If you entered a promotional code ("Promo Code") at the time of enrollment, the terms of the Promo Code will become a part of and will supplement these Terms of Use. If there are any conflicts between the terms of the Promo Code and these Terms of Use, the terms of the Promo Code will govern.
Disclaimers. THE SITES, THE MATERIALS, AND ANY SOFTWARE, PRODUCT, OR SERVICE OBTAINED FROM US ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DEALERTRACK AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. DEALERTRACK AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AND AGENTS DISCLAIM ANY WARRANTY THAT YOUR USE OF THE SITES, THE MATERIALS, OR ANY SOFTWARE, PRODUCT, OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES, THE SERVER(S) ON WHICH THE SITES ARE HOSTED, OR ANY SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE, AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITES, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITES AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF DEALERTRACK OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS, OR VISITORS, WHETHER MADE ON THE SITES, IN THE SOFTWARE, OR OTHERWISE, WILL CREATE ANY WARRANTY. DEALERTRACK RESERVES THE RIGHT TO CHANGE ANY SOFTWARE OR HARDWARE CONFIGURATIONS (INCLUDING STORAGE CAPABILITIES) AT ANY TIME IN ITS SOLE DISCRETION. YOUR USE OF THE SITES AND ANY MATERIALS PROVIDED THROUGH THE SITES ARE ENTIRELY AT YOUR OWN RISK.
Limitation of Liability. UNDER NO CIRCUMSTANCES WILL DEALERTRACK, ITS AFFILIATES, OR ITS SUBSIDIARIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SPONSORS, AND OTHER PARTNERS BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITES, THE SERVICES OR MATERIALS AVAILABLE ON THE SITES, INFORMATION CONTAINED WITHIN THE SITES, OR RELIANCE ON ANY INFORMATION, MATERIALS, OR RESULTS PROVIDED TO OR RECEIVED THROUGH THE SITES, EVEN IF DEALERTRACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DEALERTRACK'S LIABILITY, IF ANY, RESULTING FROM YOUR USE OF ANY OF THE SITES IS GOVERNED BY THE APPLICABLE AGREEMENT BETWEEN THE PARTY THAT AUTHORIZED YOU TO USE THE SITE AND DEALERTRACK, IF ANY. ANY LIABILITY THAT DEALERTRACK MAY HAVE PURSUANT TO SUCH AGREEMENT WOULD BE TO THE PARTY THAT AUTHORIZED YOU TO USE THE SITE AND NOT YOU PERSONALLY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES, APPLICATIONS, MATERIALS OR INFORMATION IS TO STOP USING THE SITE AND/OR THOSE SERVICES, APPLICATIONS, MATERIALS, OR INFORMATION.
Indemnification. You agree to indemnify, defend, and hold Dealertrack and its subsidiaries and affiliates, and their respective officers, directors, agents, partners, sponsors, employees, and independent contractors harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of: (a) content, data, Materials or information you submit, post to, or transmit to or through the Sites; (b) your connection to, access to, or use of the Sites and related services, whether authorized or not; (c) your reliance upon any Materials provided through the Sites; (d) your use or disclosure of any content, data, Materials, or information received through the Sites; (e) your negligence, omissions, or misconduct; (f) your violation of any rights of another party; (g) your participation in or conducting of any transaction (or failure to conduct or complete a transaction) through the Sites; or (h) any communication or representation made between you and another Member.
Links. The Sites contain links to other Internet web sites, including affiliated web sites, which may or may not be owned or operated by us. We have not reviewed all of the websites that are linked to the Sites, and we have no control over such websites. Unless otherwise explicitly agreed by us, we are not responsible for the content of such websites, any updates or changes to such websites, products, or services offered through such websites, or the privacy or other practices of such websites, and the fact that we offer such links does not indicate any approval or endorsement of any material contained on any linked website. We are providing these links to you only as a convenience. Accordingly, we strongly encourage you to become familiar with the terms of use and practices of any linked website before accessing or using it.
Confidentiality. "Confidential Information" means the nonpublic and/or proprietary information revealed by Dealertrack, including, without limitation, all forms and types of financial, business, scientific, technical, economic, or engineering information of Dealertrack, and, including, without limitation, the applications provided through the Sites. You agree to keep confidential all Confidential Information acquired from Dealertrack, whether in connection with your use of the Sites or otherwise, by exercising the same degree of care you exercise with your confidential information but in no instance less than a commercially reasonable degree of care. You may not use the Confidential Information except as expressly provided herein, and you may not disclose the Confidential Information without prior express written permission from Dealertrack. All Confidential Information will remain the property of Dealertrack and will not in any manner be deemed licensed or transferred to you. You shall return or destroy all Confidential Information on Dealertrack's request, upon the termination of the Terms of Use, upon termination of your rights to use the Sites, or upon termination of the access agreement under which you are authorized to use the Sites. You must comply with all privacy and data protection laws, rules, and regulations which are or which may in the future be applicable to your use of the Sites or any applications, data, or information provided on or through the Sites. Without limiting the generality of the foregoing sentence, you agree that you will not use or disclose to any other party any nonpublic personal information which you receive in connection with your Membership or through the Sites, except as expressly permitted in these Terms of Use or by applicable law. You acknowledge and agree that: (a) irreparable injury will result to Dealertrack in the event of a breach by you of this obligation of confidentiality, (b) Dealertrack’s remedy at law for such breach is inadequate, (c) Dealertrack, in addition to any money damages for any such breach, will be entitled to temporary and permanent injunctive relief without the necessity of proving damages, and (d) that Dealertrack will not be required to post bond as a condition of such relief. This provision shall survive the expiration or termination of the Terms of Use and the applicable access agreement or other agreement between Dealertrack and the party that authorized you to use the Site.
Use of Member Name. You grant us the right, at our option and expense, to use the name of the entity you represent (if any), including reproduction of such entity's trademark, trade name, service mark, and logo, for advertisements and on other Dealertrack marketing materials.
Copyright. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Dealertrack infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Sites; (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and email address (if available); (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Notices and counter-notices with respect to the Sites should be sent to Dealertrack, Inc., ATTN: Cox Legal/Corporate, 1111 Marcus Ave. Ste. M04, Lake Success, New York 11042. We suggest that you consult your legal advisor before filing a notice or counter-notice.
Arbitration and Class Waiver.
1. Arbitration. You agree to arbitrate any dispute or claim that you may have with us, or any of our affiliates, that arises out of or relates in any way to the Sites, the CentralDispatch System, or the JTracker System. Such arbitration will be final and binding. If we elect in our discretion to submit to arbitration any dispute or claim that we may have against you, any such arbitration will be governed by the provisions of this Section.
2. Class Waiver. Any arbitration proceeding under this Section will take place on an individual basis. Class arbitrations and class or representative proceedings of any kind are not permitted and you expressly waive your ability to participate in a class or representative proceeding against us or any of our affiliates. If the arbitration clause is found inapplicable to your dispute with us, this class waiver will continue to apply in litigation. You agree that this class waiver is an essential element of the agreement between you and us and that this class waiver may not be severed. In the event that this class waiver is deemed invalid or unenforceable, then the entire agreement to arbitrate in this Section will be null and void.
3. Arbitrator Authority. Any dispute or claim subject to arbitration pursuant to this Section 23 must be submitted to binding arbitration before a single arbitrator administered by JAMS pursuant to JAMS Streamlined Rules. The arbitrator will be bound by and will strictly enforce these Terms of Use and any additional terms, agreements or attachments between you and us and may not limit, expand or otherwise modify any of the provisions of the foregoing. Any arbitration will be held in Atlanta, Georgia, unless otherwise agreed upon by the parties in writing. Each party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator will award the applicable party any costs and fees to which it may be entitled under Section 18 in connection with any indemnification claim. You agree that your transactions with us evidence transactions in interstate commerce and that the Federal Arbitration Act therefore governs the interpretation and enforcement of this Section (notwithstanding the application of Georgia law to any underlying claims). You also agree that this Section shall survive the expiration or termination of these Terms of Use.
Jurisdictional Issues. The Sites are solely directed to individuals residing in the United States. We make no representation that Materials available on or through the Sites are appropriate or available for use in locations outside of the United States. Those who choose to access the Sites from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Governing Law. Any dispute arising from or related to the Sites, the CentralDispatch System, or the JTracker System, will be governed and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. Any action to enforce any arbitration proceeding, and any other legal action, suit or proceeding that is not otherwise subject to mandatory arbitration pursuant to Section 23 and arises under or relates to the Sites, the CentralDispatch System, or the JTracker System, will be filed exclusively in a state or federal court located in Fulton County, Georgia; you consent to such forum and waive any objection to the laying of venue in such forum.
Assignment. We may assign these Terms of Use. We may also assign or delegate certain of our rights and responsibilities under these Terms of Use to independent contractors or other third parties. You may not assign these Terms of Use or any of your rights, responsibilities or obligations hereunder without our prior written consent, which we may withhold in our sole and absolute discretion.
General. Dealertrack and its personnel, agents, suppliers and affiliates are acting as independent contractors and not as your employees or agents. Under no circumstance will either party have the right or authority to enter into any contracts or assume any obligations for the other or to give any warranty to or make any representation on behalf of the other. These Terms of Use, any additional terms published by Dealertrack, and any click-through agreements between you and Dealertrack constitute the complete and exclusive agreement between the parties with respect to the subject matter of these Terms of Use, and supersede any previous or contemporaneous negotiations, proposals, understandings, and all oral and written agreements between the parties relating to the subject matter of these Terms of Use.. No oral statement of a Dealertrack employee will affect the rights, obligations or warranties of the parties hereunder. Except as otherwise provided with respect to the class action waiver in Section 23, if any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, invalid or unenforceable, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and, in any event, the remaining provisions of these Terms of use will remain in full force and effect. No failure or delay by either party in exercising any right, power, or remedy under these Terms of Use will operate as a waiver of any such right, power or remedy.
Privacy Policy; Information Sharing; Communication. Please see our Privacy Policy for a description of the privacy and related policies applicable to the Sites. Without limiting the generality of anything set forth in the Privacy Policy, we may use and share (with affiliated and non-affiliated third parties) personal information you provide to us as permitted by applicable law and as we deem necessary or desirable for our everyday business purposes, including, but not limited to, processing and maintaining your Membership, making the Sites available, processing your subscription fees, and complying with applicable laws and regulations. We may also contact you regarding your Membership or subscription using any contact information you provide to us, including email addresses and phone numbers.
Questions. The CentralDispatch Site is provided by Dealertrack CentralDispatch, Inc. and the jTracker Site is provided by Dealertrack, Inc. If you have any questions, comments or complaints regarding these Terms of Use or either of the Sites, feel free to contact Dealertrack through the Contact Us link found at the bottom of the Sites or by calling 1-800-928-7869