Terms Of Service

AutoMarket Services LLC and its subsidiaries ("AutoMarket") provide Services (as defined below) to customers ("Client") subject to this Terms of Service Agreement. These Terms of Service (the “Terms”), together with any documents expressly incorporated by reference herein (collectively, the “Agreement”), govern Client access to and use of all Services provided by AutoMarket.

 

Please read these Terms of Service carefully before starting to use our Services. If you are an individual who is entering into the Agreement on behalf of the Client or as the Client, you represent that you have the authority to bind the Client to these Terms, in which case the term “customer”, "Client", or “you” shall refer to such organization or entity. If you do not have such authority or do not agree with these Terms, you must not agree to these Terms and may not use the Services. By using the Services, Client agrees to abide by, be bound by, and be subject to these Terms of Service, incorporated herein by reference. 

1. Description Of Services. AutoMarket is an online marketing agency that specializes in providing online advertising services to various businesses in the automotive repair industry (automotive repair shops, service centers, automotive dealerships, etc.). The “Services” include, but are not limited to, (a) creating custom online advertising campaigns targeting potential employees or customers; (b) creating custom websites; (c) management and optimization of aforementioned campaigns or websites; (d) creation and implementation of automated and manual Lead screening tools or services; and (e) audio and visual information, reports, graphics, text, images and logos, algorithms, data, processes, user interfaces, designs, and content made available to the Client through the Services (collectively referred to as "Content"). Any new features added to or augmenting the Services are also subject to this Agreement.

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2. Order Form. The Order Form shall define which Service is being ordered by the Client and the fees payable. Each Order Form, upon execution by both parties, falls under the governance of and is subject to these Terms. To the extent that these Terms conflict with or are incompatible with any other document, including an Order Form, these Terms shall control over any other such document. No amendments may be made to the Order Form or these Terms without a written and signed mutual agreement between the parties. Should there be an absence of an Order Form, the Services ordered and associated Fees will be established and agreed upon by both parties during the Onboarding Call. The details concurred upon in this call will be recorded, and this record will act as a binding agreement, tantamount to an Order Form. In this case, all Terms herein remain intact and shall constitute the complete Terms of Service between AutoMarket and the Client. 

3. Fulfillment and Delivery.  To initiate the provision of Services, the Client must complete our onboarding process. This process includes an Onboarding Call to select services, provide necessary Client Data, provide payment information, authorize billing, complete and sign an Order Form (if applicable), and process the initial Fees. Once these steps are completed, Sign Up is considered complete, the Client is sent an email to confirm Sign Up, and the fulfillment of Service(s) by AutoMarket is initiated. The estimated timeframe for Service Completion varies depending on the Service and will be detailed in the Order Form or conveyed during the Onboarding Call. Throughout this period, AutoMarket shall provide consistent updates and maintain open communication lines to ensure the Client remains well-informed and involved. Upon completion of the Service Set Up, the Client will receive a notification of Service Completion from AutoMarket at the email address provided during Sign Up. For auxiliary Ongoing Service(s), such as online marketing campaigns, the Client will be directly sent any Leads resulting from the Service. These Leads may be automatically or manually screened based on the Screening Specifications provided by the Client, and those that fulfill the criteria will be sent to the designated email address(es) provided by the Client at Sign Up.

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4. Confidentiality. Both parties pledge to maintain the utmost confidentiality concerning all Confidential Information and the receiving party shall not disclose, use, transmit, inform, or make available to any entity, or person, any Confidential Information of the other party, except as necessary to perform its obligations herein. The receiving party will safeguard the Confidential Information with at least the same degree of care (but in no event less than reasonable care) as it uses to protect its own Confidential Information. The receiving party will limit the disclosure of such Confidential Information to those of its employees and contractors with a bona fide need to access such Confidential Information for the exercise of its rights and obligations under these Terms, provided that all such employees and contractors are subject to binding use and disclosure restrictions at least as protective as those set forth herein. The receiving party shall be responsible for any unauthorized disclosures of the Confidential Information by it or any party with whom it shares the Confidential Information, as permitted hereunder. Receiving party may disclose Confidential Information to the extent compelled by law, or by court or government order, provided, it gives the disclosing party prior notice of the disclosure (to the extent legally permitted) so that the disclosing party may attempt to limit such disclosure. The receiving party shall disclose only that which is required to comply with the law or government order. Each party shall return or destroy the Confidential Information of the other party upon termination or expiration of these Terms, except each party may retain Confidential Information maintained pursuant to automatic back-ups which cannot reasonably be deleted, or as required by applicable law.

5. Client Obligations. Client agrees to provide AutoMarket with all reasonable information, assistance, cooperation, and access that may be necessary for AutoMarket to provide the Services. Client acknowledges that the performance of Services is subject to the assistance and cooperation of Client and may be delayed depending on the timeliness, accuracy, and completeness of the assistance and information provided by Client. The best work comes out of great relationships. Honesty, respect, and gratitude are the keys to a great relationship and therefore the parties hereto have an interest in treating each other with these values at all times. As a result, Client agrees to the greatest extent reasonably and commercially possible refrain from and protect against negligence as a result of the acts or omissions of Client, Client’s Users, or Client’s employees. 

6. Use Of Services

 

a. Grant of Rights. Subject to the Terms of the Agreement, AutoMarket grants Client a limited, non-transferable, and revocable right to access and use Services, Lead information, and applicable documentation solely for its internal business purposes. Client’s use of the Services shall be in compliance with all applicable laws, comply with any other conditions set forth in this Agreement, and shall be liable to AutoMarket for all access and use of the Services by its Users.  

 

b. Restrictions. Client will not, and shall ensure its Users do not: (a) alter, modify, duplicate, translate, de-compile, reverse engineer, republish, download, store, or attempt to recreate the Services, or any of the material from our Services or AutoMarket Properties, in whole or in part; (b) adapt, combine, modify, or create any derivative works from the AutoMarket Properties, or any part thereof; (c) copy any ideas, features or functions of the AutoMarket Properties; (d) disclose to any third party any performance information or analysis relating to the Services; (e) license, sublicense, sell, convey, assign, transfer, give, lend, rent, transfer or otherwise grant any right to any of the Services or Content, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, to any person, individual, legal or personal representative, partnership, company, corporation, syndicate, association, trust or governmental body, or otherwise; (f) create Internet “links” to any AutoMarket Properties or “frame” or “mirror” any AutoMarket Properties on any other server or wireless or Internet-based device; (g) build a product competitive to the Services or AutoMarket Properties or a product with similar ideas, features and functionality as the Services; (h) modify, adapt or hack the Services to falsely imply any sponsorship or association with AutoMarket, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (i) use Services in violation of law, or in a way that would infringe the Proprietary Rights of a third party; (j) remove or attempt to remove any proprietary notices or labels, or copy or use AutoMarket’s logo or trademarks without AutoMarket’s written consent.

7. Intellectual Property and Proprietary Rights

 

a. Ownership of Services. All Proprietary Rights created by AutoMarket in whole, or in part, during the performance of Services shall be owned solely and exclusively by AutoMarket. Automarket shall retain exclusive ownership of any and all of AutoMarket’s tangible and intangible proprietary AutoMarket Materials, including but not limited to, information, trade secrets, algorithms, methodologies, processes, data, documents, notes, techniques, formulae, concepts, templates, designs, text, displays, images, video and audio that are used by AutoMarket in the conduct of its business, together with the design, selection, and arrangement thereof. These materials, along with their design, compilation, and organization, are safeguarded by the intellectual property laws of the United States and international jurisdictions. AutoMarket reserves all rights to the Services not otherwise expressly granted hereunder. AutoMarket’s name, AutoMarket’s logo, and the product names associated with the Services are trademarks of AutoMarket or third parties, and no right or license is granted to Client to use them.

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b. Client Data. In the course of using the Services, Client may provide to AutoMarket Client Data. Client is the owner of all such Client Data and represents and warrants to AutoMarket (a) that it has obtained and maintained all rights in Client Data necessary to provide such Client Data to AutoMarket for purposes of providing the Services; (b) any Personal Information contained in Client Data complies with all applicable data protection and data privacy laws; and (c) it shall maintain the accuracy, quality, integrity, reliability, and appropriateness of the Client Data. Client acknowledges AutoMarket will have no responsibility for, nor shall undertake to verify, the accuracy or completeness of Client Data. Client grants to AutoMarket and its third-party service providers a non-exclusive, worldwide, royalty-free, sub-licensable, perpetual, irrevocable right to use, distribute, copy, transmit, host, and display the Client Data in connection with the operation of the Services or for AutoMarket promotion, advertising, or marketing thereof, in any media now known or hereafter developed, without compensation to Client.

 

c. Breach of Rights. If the Client prints, copies, modifies, downloads, or otherwise uses or provides any other person with access to any part of the Services in breach of the Terms of Service, the Client's right to use the Services will cease immediately and you must destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by AutoMarket. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws. The failure of AutoMarket to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. 

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d. Feedback. Client grants to AutoMarket a worldwide, fully paid up, perpetual, irrevocable, and transferable license to use and incorporate into the Services any suggestions, recommendations, enhancements, and feedback regarding the Services.   

 

e. Usage Data & Aggregated Data. Client acknowledges and agrees that AutoMarket may collect and use data reflecting the access or use of the Services by Client or any User, including any profile, visit, session, impression, click through or click stream data (the “Usage Data”) to be used for purposes of providing and improving the Services. In addition, AutoMarket may aggregate and analyze Client Data and Usage Data with other data of customers or third parties to create reports, studies, analysis, and other work products on an anonymous and aggregated basis (the “Aggregated Data”). Such Aggregated Data shall be used to perform analytics and reporting for system metrics, benchmarking and marketing for industry, financial and other lawful business purposes. Resultant Data shall not identify Client as the source of any specific data or finding, nor will it include any Personal Information of any individual Users nor data that is identifiable as Client Data. AutoMarket will be the sole and exclusive owner of all right, title and interest to such Usage Data and Aggregated Data and may use and disclose such data as it deems appropriate.

8. Fees and Payment Terms

 

a. Fees. AutoMarket operates on a straightforward and transparent pricing model, consisting of a flat “Set Up Fee” coupled with an ongoing “Recurring Fee” (collectively, the “Fees”). The Set Up Fee is charged upfront for Service Set Up and the Recurring Fee is charged on a recurring weekly basis, covering any applicable Ongoing Service. Client acknowledges and agrees that the pricing for the Service(s) is based on the Service being provided and varies according to a range of Cost Factors including the volume of Services, the geographic location of the Client, and the effort involved in providing the Service(s). 

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b. Payment Terms. The initial Recurring Fee will be charged and invoiced upon Sign Up concurrently with the Set Up Fee, then automatically charged on the same day of each subsequent week to the payment method provided at Sign Up. If the payment method provided is declined, fees are due and payable within seven (7) days of the invoice date. Client is responsible for advising AutoMarket of any change in their billing or contact information. Service quantities cannot be reduced after Sign Up. AutoMarket may revise the pricing of Services in response to Client requests for additional Services. Client must provide AutoMarket with valid credit card or approved purchase order information as a condition to entering into the Agreement. Except as otherwise expressly agreed in an Order Form, payments shall be made in US dollars in full without set-off, counterclaim, or deduction. We use a third-party payment processor to process credit card information. By accepting these Terms of Service, you are giving the third-party payment processor permission to charge your on-file credit card, debit card, or other approved method of payment for Services. 

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c. Refund Policy. AutoMarket is dedicated to delivering exceptional Services tailored to each Client’s needs from the moment of Sign Up. We invest significant resources into creating customized solutions for our clients and many of our Fees are primarily allocated as Ad Spend – a direct pass-through cost to online platforms for executing advertising services, not retained as income by AutoMarket. Given the nature of our Services, all Fees are non-refundable. Should you have any concerns about the Services, please contact us immediately at support@automarketco.com. 

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d. Chargeback Fee. If Client makes a payment for Services provided by AutoMarket that is later reversed, refunded, or invalidated for any reason, the Client is responsible for the full amount of the payment plus a Chargeback Fee of $500 per incident. The Chargeback Fee applies when, but is not limited to, pursuing a claim directly with AutoMarket, a chargeback with a card issuer, or a reversal with a bank (collectively, the “Chargeback”). This fee will apply regardless of whether the Client is successful in pursuing the Chargeback and will be charged to the payment method provided at Sign Up when the Chargeback is initiated. If a subsequent transaction is refunded, rejected, or otherwise reversed, AutoMarket will require the transaction to be remitted from a subsequent account. If not paid, AutoMarket may engage in collection efforts to recover the amount due from Client; take any or all action as outlined under this Agreement; or place a limitation or take other action on your account, including seeking full payment, performance, and additional fees of such amount.  

9. Term and Termination

 

a. Term. Unless earlier terminated in accordance with these Terms, the term of the Agreement shall commence upon Sign Up and continue in effect until Service Completion, with a maximum time frame of 120 days from Sign Up. Thereafter, if mutually agreed upon by both parties, the term may be extended for additional terms of equal length until terminated or canceled in accordance with these Terms. 

 

b. Suspension. The Client has the option to temporarily pause Ongoing Service(s) and the associated Recurring Fee payments. This suspension can be activated and later deactivated within a ninety (90) day window from the Start Date, for a duration not exceeding ninety (90) days. During this interval, the Client can resume Services without incurring additional Set Up Fees. Should the Client wish to reactivate Services after the ninety (90) day suspension period, they will incur the standard Set Up Fees applicable at the time of reactivation for the Services requested.

 

c. Cancellation Policy. Client may cancel Ongoing Service and halt Recurring Fees by providing AutoMarket with at least seven (7) days prior written notice. The cancellation becomes effective upon AutoMarket’s acknowledgment of the notice. Following cancellation, no further Recurring Fees will be charged and all Services provided will be effectively cancelled. Client is accountable for timely notification to AutoMarket to prevent future charges. Upon cancellation, all outstanding Fees for services rendered until the cancellation date must be settled. 

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d. Agreement Termination. Either party may terminate this Agreement, effective upon delivery of written notice to the other party (the "Defaulting Party"), if the Defaulting Party either becomes insolvent or, without a successor, dissolves, liquidates, or otherwise fails to operate in the ordinary course or is dissolved or liquidated or takes any corporate action for such purpose. AutoMarket also reserves the right to immediately terminate this Agreement if (a) Client violates the Terms of the Agreement; (b) Client fails to make a required payment in accordance with these Terms; (c) if after repeated attempts by Automarket to communicate with Client, Client fails to participate, or becomes otherwise unresponsive to AutoMarket's requests and such continues for a period of thirty (30) consecutive days; (d) Client fails to fulfill Client Obligations as outlined in Section 5; or (e) a change in law or regulation (or interpretation thereof) either causes a substantial increase in costs and the parties are unable to agree to increased pricing, or such change prohibits or materially restricts the provision of the Services contemplated hereunder. Further, Automarket reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof); (ii) at any time deny Client current and future use of the Services; (iii) impose a relaunch fee if Client requests access to Service after Service has been suspended or canceled; and (iv) remove and discard any of the Client Content for any reason, including if AutoMarket believes that you have violated this Agreement. AutoMarket shall not be liable to Client or any third party for any modification, suspension, termination, or discontinuation of the Services for terminating this Agreement.

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e. Effect of Termination. Upon termination of the Agreement for any reason, (a) Client’s access to and use of the Services will cease immediately, (b) Client Services will be disabled, and (c) all Fees or other amounts that have accrued prior to the effective date of termination shall become immediately due and payable within ten (7) days of the effective date of termination. AutoMarket shall have no obligation to maintain or provide any Client Data, and may thereafter, unless prohibited by law, delete all Client Data without any liability for such deletion.

 

f. Survival of Terms. All Terms of this Agreement that by their nature are intended to survive termination or cancellation (including, but not limited to, Fees and Payment Terms, Indemnification, Limitation of Liability, Confidentiality, Proprietary Rights, Warranties; Disclaimers, and General Provisions) will remain in effect following such termination.

 

10. Data Privacy & Security
 

a. Security. AutoMarket has implemented and shall maintain administrative, physical, and technical safeguards consistent with industry standards designed for the protection of the security, confidentiality, and integrity of Client Data. Such safeguards shall include measures designed to protect against and prevent unauthorized access, use, modification, or disclosure of Client Data. AutoMarket will use commercially reasonable efforts to prevent the introduction of Malicious Code into Client’s systems (except AutoMarket will not be responsible for any Malicious Code introduced by Client or its Users to the Services). AutoMarket shall promptly notify Client of any confirmed Security Incident that has impacted Client Data and shall investigate such Security Incident and take reasonable steps to mitigate and remediate such Security Incident. 

 

b. California Consumer Privacy Act. By entering into this Agreement, Client instructs AutoMarket to use, retain, and disclose Personal Information only to provide the Services and to perform its other obligations and exercise its rights under the Agreement. Where the CCPA applies and Client is deemed a Business thereunder, it is the parties’ intent that AutoMarket is a Service Provider and not a third party with respect to any Personal Information. AutoMarket shall not (i) sell any Personal Information; (ii) retain, use, or disclose any Personal Information for any purpose other than for the specific purpose of providing the Services, including retaining, using, or disclosing the Personal Information for a commercial purpose other than the provision of the Services; or (iii) retain, use or disclose the Personal Information outside of the direct business relationship between AutoMarket and Client, except as permitted hereunder. AutoMarket hereby certifies that it understands its obligations under this Section 9(b) and will comply with them.  The parties acknowledge and agree that AutoMarket’s access to Personal Information does not constitute part of the consideration exchanged by the parties regarding the Agreement. All capitalized terms in this Section shall have the meaning ascribed to them in the CCPA. For purposes of this Section 9(b), “CCPA” means the California Consumer Privacy Act 2018, California Civil Code Section 1798 et seq., and ensuing regulations adopted by the California Attorney General, and any legislation or regulation implementing, made pursuant to it, or which amends, replaces, re-enacts, or consolidates it.

11. Representations, Warranties, and Disclaimer of Warranty

 

a. Mutual Warranties. Each party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into the Agreement and to perform its obligations hereunder; (b) it is a properly incorporated organization in good standing in the jurisdiction where it is formed; (c) this Agreement has been executed and constitutes the legal, valid, and binding obligation, enforceable against Client in accordance with its Terms; (d) the execution, delivery, and performance of the Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound; and (e) that the representations in this Section will remain true throughout the term of the Agreement.

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b. Client Representation and Warranties. Client represents and warrants to AutoMarket that (a) the Client owns all Client Data or has obtained all permissions, releases, rights or licenses required to engage in activities in connection with (and allow AutoMarket to perform) the Services without obtaining any further releases or consents; (b) Client Data and other activities in connection with the Services do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Client Data contain any material that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (c) the Client grants AutoMarket the right to act as an agent for the Client in matters such as engaging with Leads, procuring additional information from Leads, and utilizing the Client's name in the execution of the Client’s mandates if necessary to provide the Services.

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c. Professional Advice. During the provision of Services, AutoMarket may offer general guidance related to the usage of its Services and related matters. This advice is provided as an ancillary courtesy and does not constitute a billable or obligatory component of the Services. AutoMarket accepts no liability for the precision or efficacy of such guidance and expressly disclaims any responsibility for decisions made based on this advice. Clients are advised that such information does not replace professional legal counsel and should rely exclusively on their own advisors for legal advice.

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d. Professional Services. AutoMarket warrants that all Services provided under this Agreement will be performed in a professional and workmanlike manner by personnel with the necessary expertise and qualifications. If the Client identifies any Service provided by AutoMarket that does not conform to this warranty, the Client must notify AutoMarket in writing within fifteen (15) days of discovery. In response, AutoMarket agrees to use commercially reasonable efforts to re-perform the non-conforming Services to correct the nonconformity. The foregoing shall be the sole and exclusive remedy available to the Client for any breaches of this warranty.

 

e. Warranty Exclusions. AutoMarket will have no liability or obligation with respect to any warranty above, nor any other obligation in the Agreement to the extent any nonconformity or issue is attributable to any: (a) use of the Services by Client and/or a User in violation of the Agreement (including these Terms) or applicable law; (b) alterations or modifications of the Services by Client or a User not otherwise expressly approved by AutoMarket, (c) Client Data received by AutoMarket (including any applicant data), or (d) acts or omissions of Client or its Users.

 

f. Warranty Disclaimer. 

i. EXCEPT FOR THE WARRANTIES IN THIS SECTION 10, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND AUTOMARKET AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AUTOMARKET DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS, THAT THE SERVICES WILL BE SECURE, FREE FROM ERRORS OR FUNCTION WITHOUT INTERRUPTION, NOR THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE. NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM AUTOMARKET OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, AUTOMARKET DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL ENABLE THE CLIENT TO ACHIEVE ANY PARTICULAR RESULT OR RESULTS IN CLIENT’S BUSINESS OPERATIONS, AND AUTOMARKET SHALL HAVE NO RESPONSIBILITY TO CLIENT FOR ANY COMMUNICATIONS MADE OR FAILED TO BE MADE BY CLIENT USING THE SERVICES. FURTHER, AUTOMARKET DOES NOT GUARANTEE THAT CLIENT WILL ACHIEVE A MINIMUM NUMBER OF NEW LEADS, JOB APPLICATIONS, OR NEW EMPLOYEES.

ii. WHILE AUTOMARKET MAY EMPLOY SCREENING TOOLS OR SERVICES TO FILTER LEADS ACCORDING TO THE CLIENT SCREENING SPECIFICATIONS, IT DOES NOT WARRANT THE ELIGIBILITY, QUALIFICATIONS, OR INTENT OF LEADS, WHETHER SCREENED OR NOT. THE CLIENT ACKNOWLEDGES SOLE RESPONSIBILITY FOR THE CONDUCT AND OUTCOMES OF THE SALES OR HIRING PROCESS, INCLUDING ANY DISPARATE IMPACT THAT MAY RESULT. THE CLIENT ALSO RECOGNIZES THEIR OBLIGATION TO PROVIDE ALTERNATIVE SCREENING METHODS IF MANDATED BY LAW, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT, AND AGREES THAT AUTOMARKET DOES NOT WARRANT COMPLIANCE OF ANY SCREENING SPECIFICATIONS PROVIDED BY THE CUSTOMER WITH APPLICABLE LAWS.

12. Indemnification

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a. Client Indemnification. Client will indemnify, defend, and hold AutoMarket and its officers, directors, employees, licensors, suppliers, successors, and contractors harmless from any claims, deficiencies, actions, demands, liabilities, losses, damages, penalties, judgments settlements, or expenses of whatever kind, including all reasonable costs and expenses related thereto (including attorney’s fees and costs) brought by a third party resulting from (i) use of the Services in a manner not authorized by this Agreement, or in violation of applicable law (including any discriminatory practices), (ii) any allegation that the Client Data or any other material provided or made accessible to AutoMarket infringes the Proprietary Rights of a third party or otherwise violates any other rights of a third party; (iii) any Infringement Claim resulting from the Exclusions; (iv) use of the Services or Results for or with respect to any recruiting, or hiring practices, or other decisions made by Client based on its use of the Services; (v) Client’s gross negligence or willful misconduct; or (vi) any violation by Client of any privacy laws, regulations and directives relating to the collection, use or disclosure of any Personal Information provided to AutoMarket herein. AutoMarket reserves the right to participate in the defense of any such claim and to be represented by counsel of its choice. In such case, Client agrees to cooperate with any reasonable requests assisting AutoMarket’s defense of such matter.

 

b. Procedure. The indemnified party must furnish the indemnifying party with a copy of each communication, notice, or other action relating to a claim under this Section 11 promptly after the indemnified party receives such notice and each such communication. Failure to deliver timely notice will not relieve the indemnifying party of its obligations hereunder unless the indemnifying party is materially prejudiced by such failure. The indemnifying party will have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related thereto at the indemnifying party’s expense, provided that the indemnifying party shall not enter into any settlement that affects the indemnified party’s rights or interests without the indemnified party’s prior written approval. The indemnified party will provide reasonable information and assistance requested by the indemnified party in connection with such claim or suit.

13. Limitation Of Liability. IN NO EVENT SHALL AUTOMARKET, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO THE CLIENT FOR DAMAGES OF ANY KIND INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE CLIENT'S USE, OR INABILITY TO USE, THE SERVICES, AUTOMARKET’S PERFORMANCE HEREUNDER. OR DISRUPTION OF ANY OF THE FOREGOING. THIS LIMITATION APPLIES REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, AND EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, AUTOMARKET’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE FEES PAID BY CLIENT TO AUTOMARKET UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE CLAIM. CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THEIR USE OF SERVICES IS IN COMPLIANCE WITH U.S. LAW OR OTHER RELEVANT LAWS. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL NOT LIMIT THE CLIENT’S OBLIGATION TO INDEMNIFY AUTOMARKET AS PROVIDED UNDER THIS SECTION. THE CLIENT ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD THIS SECTION AND AGREE THAT THE LIMITATIONS OF LIABILITY ARE REASONABLE AND FAIR.

14. Governing Law and Disputes

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a. Governing Law. This Agreement and any disputes or claims that arise from or relate to this Agreement, including tort and statutory claims, are governed by, and construed in accordance with the laws of Utah (including its statutes of limitations) without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Use of AutoMarket’s Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this Section 14. International agreements such as the United Nations Convention on Contracts for the International Sale of Goods and any version of the Uniform Computer Information Transactions Act shall not apply to this Agreement.

 

b. Disputes. Any controversy, claim, or dispute arising out of or relating to this Agreement, or the negotiation or breach thereof shall be settled by arbitration in accordance with the then-current Rules of Commercial Arbitration of the American Arbitration Association. A neutral arbitrator, not a judge or jury, will determine your rights. The arbitration shall be (a) held in Salt Lake County, UT; (b) conducted in the English language; and (c) shall be decided by a panel of three arbitrators. The parties commit to respect and follow the arbitration agreement and rules, to implement any arbitration award, and acknowledge that a judgment on the award may be entered in any court with appropriate jurisdiction. The arbitrator is empowered to assign the reimbursement of legal fees and arbitration costs to the prevailing party as seen fit. Notwithstanding the above, AutoMarket retains the right to seek injunctive or other equitable relief in a court with suitable jurisdiction prior to a final arbitration decision. If arbitration is found unenforceable, any related legal proceedings must be brought exclusively in the federal or state courts in Salt Lake County, Utah. Both parties irrevocably consent to the exclusive jurisdiction of these courts, waive any objections to the venue or convenience of the forum, forgo any right to a jury trial or to join a class action, and accept service of process under the laws of Utah. Client may only bring claims or resolve disputes with AutoMarket on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

15. Third Party Services. During the use of the Services, Client may purchase or have access to services provided by third parties (the “Third Party Services”). In some cases, the Third Party Services may require Client’s agreement to additional or different license or other terms prior to Client’s use of or access to such software, hardware, or services and such access or use shall be solely between and governed by that certain agreement between Client and the Third Party Provider. In such cases, AutoMarket and its licensors shall have no liability, obligation, or responsibility for any correspondence, purchase, or provision of Third Party Services between Client and any such Third Party AutoMarket. AutoMarket does not endorse any sites on the Internet that are linked or otherwise affiliated through the Services. In no event shall AutoMarket or its licensors be responsible for any content, products, or other materials on or available from such sites.  

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16. General Conditions

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a. Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any personnel of the other party in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

 

b. Notices. All notices shall be sent by registered post, return receipt requested, to the specified address, or by email to the designated email address, provided at Sign Up and shall be deemed to have been given as of the time recorded by the delivery service. Either party may provide new notice addresses with written notice to the other party. Client acknowledges and agrees that notices sent by email satisfy any legal requirement that notices be in writing.

 

c. Equal Opportunity Employer Policy. Both the Client and AutoMarket are Equal Opportunity Employers, and each of the parties endeavors to recruit, hire, and engage employees and applicants for employment without regard to race, color, religion, age, sex, marital status, sexual preference, national origin, physical or mental disability, or veteran status. To learn more about our Equal Opportunity Employer Policy, please visit our EEO Statement page.

 

d. Assignment. Client may not transfer or assign, in whole or in part, this Agreement voluntarily or by operation of law without the prior written consent of AutoMarket. Without such consent, any attempt by Client to assign or transfer this Agreement will be null. AutoMarket may freely assign or transfer this Agreement without restriction. AutoMarket may, at its sole discretion, use, assign, and remove contractors and other third-party service providers in performing the Services, provided AutoMarket shall remain liable to the Client for the Services. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties hereto. 

 

e. Force Majeure. Neither party shall be liable for any delay or failure to perform, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from circumstances beyond its reasonable control, including but not limited to the following force majeure events ("Force Majeure Event(s)"): acts of God; flood, fire, earthquake, pandemics, governmental shutdowns, or explosion; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; government order, law, or action; embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes or other labor problems (excluding those involving such party’s employees or contractors); service disruptions involving hardware, software, or power systems not within such party’s possession or reasonable control, internet service or telecommunications’ carrier failure or delay; and telecommunication breakdowns, power outages or shortages, lack of utilities, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials. The Impacted Party shall give notice to the other party within ten (10) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If such Events of Force Majeure continue for more than thirty (30) consecutive days, the other party may thereafter terminate this Agreement with written notice.

 

f. Other Countries. AutoMarket makes no representation that the Services are appropriate or available for use in other locations. If Client uses the Services from outside the United States of America, Client is solely responsible for compliance with all applicable laws, including export and import regulations of other countries. Any diversion of the Services contrary to United States law is prohibited.

 

g. Non-Solicitation. At all times during this Agreement and for a period of two (2) years after the termination of this Agreement, Client shall not disrupt or interfere with the business of AutoMarket by directly or indirectly soliciting, suggesting, recruiting, collecting, or accepting applications, offering to employ, hiring, compensating directly or extending any other agreement tantamount to employment to any AutoMarket employee or contractor. Moreover, Client shall not directly or indirectly, for himself or itself, or on behalf of any Person, either as an equity holder, proprietor, partner, joint venturer, independent contractor, investor, or otherwise, induce, encourage, request or advise any client, vendor, employee or independent contractor of AutoMarket to withdraw, curtail, stop or cancel their business with AutoMarket. 

 

h. Miscellaneous.  The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect. There are no third-party beneficiaries under the Agreement. These Terms with respect thereto, and all documents incorporated by reference in these Terms, will constitute the entire agreement between the parties with respect to its subject matter, and all prior agreements, representations, and statements with respect to such subject matter are superseded. These Terms may be changed by AutoMarket upon notification to Client. Continued access to the Services shall be deemed acceptance of such revised Terms. No failure of either party to exercise or enforce any of its rights under these Terms will act as a waiver of such breaches and the waiver of any breach will not act as a waiver of subsequent breaches. No waiver of any right, remedy, power, or privilege under this Agreement is effective unless contained in writing and signed by the party charged with such waiver. Client acknowledges that this Agreement is a legally binding agreement between you and AutoMarket, even though it is electronic and is not physically signed by you and AutoMarket. An Ordering Document may be executed in multiple counterparts and may be signed electronically. 

17. Definitions

 

a. “AutoMarket Documentation” means User guides, training materials, and other documentation describing the Services’ functionality.

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b. “AutoMarket Properties” means collectively, the Services, AutoMarket Documentation, Content, Results, AutoMarket Materials, Usage Data, and Aggregated Data. 

 

c. “Client” means any person or organization using our Services or identified in an Order Form. 

 

d. “Client Data” means all information, data, and materials provided by Client or its Users in connection with the use of Services, including but not limited to organization name, images, logos, employment information, employee compensation, employee benefits, employee perks, marketing materials, or personal information. Client Data does not include Usage Data, nor any other information reflecting the access or use of the Services by or on behalf of Client or its Users. 

 

e. “Confidential Information” means any non-public, confidential, or proprietary information of either party disclosed to the other, either directly or indirectly, in writing, orally, or by inspection, or to which the other party may have access, including, but not limited to: (a) technical or business information of either party, including, without limitation, any information relating to either party’s techniques, algorithms, business operations, service or product pricing, employee compensation or benefits, know-how, current and future products and services, research, engineering, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and information; (b) any other information of either party that is marked as proprietary or confidential, or is otherwise reasonably understood to be confidential in nature given the circumstances of disclosure; and (c) the specific terms and conditions of these Terms, including the Services and pricing information. Confidential Information shall not include any information that (i) is or becomes generally known to the public; (ii) receiving party can demonstrate by written evidence that it was rightfully in its possession at the time of disclosure, without an obligation of confidentiality; (iii) is independently developed by receiving party without use of or access to Confidential Information of the disclosing party, or (iv) receiving party rightfully obtained from a third party not under a duty of confidentiality and without restriction on use or disclosure. 

 

f. “Lead” means any expression of interest or intention communicated to the Client (online inquiries, requests, submissions, job applications, etc) from a prospective client, customer, or employee, that arises as a consequence of the Service(s) rendered by AutoMarket.

 

g. “Onboarding Call” is defined as the scheduled telephone conversation conducted between the Client and a designated representative of AutoMarket, wherein Sign Up is completed and Service(s) are initiated.

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h. "Ongoing Service" is defined as the ongoing work or costs associated with some AutoMarket Services, including but not limited to, advertising expenditure, service management, enhancement, performance analysis, and pass-through revenue that is collected from the Client and forwarded to online platforms where advertising services are executed. 

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i. "Ordering Document" means an Order Form, and/or Statement of Work, entered into between Client and AutoMarket. Ordering Documents may include, but are not limited to, the Service Order Form, Hiring Campaign Order Form, Service Authorization Form, Campaign Authorization Form, or Hiring Campaign Authorization Form.

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j. "Order Form" means a mutually executed document in which Client orders Service(s) from AutoMarket, each of which shall be governed by these Terms.

 

k. “Personal Information” means personal data, personal information, personally identifiable information, or similar information defined in and governed by applicable data protection laws. 

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l. “Proprietary Rights” means any or all intellectual property and other property or proprietary rights, including, without limitation, patents, copyrights, trade secrets, and trademarks.

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m. “Results” means any and all reports, analyses, measurements, metrics, or other output of data or information relating to Client Data that are generated through the use of the Services by Client or its Users pursuant to the Agreement.

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n. "Services" means any and all Services offered and provided by AutoMarket.

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o. “Service Completion” is defined as AutoMarket fulfillment and completion of the task(s) or project(s) as described in any corresponding Order Form or specified at the time of Sign Up. 

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p. "Service Set Up" means the initial establishment and configuration of Services provided by AutoMarket for the Client.

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q. “Screening Specifications” means the target criteria that a potential Lead should meet to be considered for service offerings, products, or open job positions offered by the Client. These criteria are determined through various methods, including but not limited to direct stipulations by the Client, recognized industry standards,  minimum number of year’s experience in a relevant industry or job role, certifications demonstrating specific skills or training, geographic considerations, or any additional requirements listed in an Order Form. While AutoMarket strives to match Leads to these specifications, the provision of Leads meeting these exact criteria is not guaranteed and relies upon the information furnished by the Leads themselves. For the purpose of categorizing automotive technicians by skill level, AutoMarket defines automotive technicians as follows: (a) "C-Level Technician" with at least one year of automotive experience; (b) "B-Level Technician" with three or more years of automotive repair experience; and (c) "A-Level Technician" with five or more years of experience in automotive repair.

 

r. “Sign Up” is the procedural step wherein the Client formally initiates Services and establishes the effective starting date of this Agreement.

 

s.  “User” means an individual authorized by Client to use and access the Services on behalf of Client. Users may include Client employees, agents, contractors, suppliers, customers, and other third parties expressly authorized by Client to access the Services on behalf of Client in accordance with the Agreement. 

 

CONTACT INFORMATION. If you have any questions about these terms, please contact us at support@automarketco.com or +1 (385) 412-6478.

 

AutoMarket Services LLC
1388 W Stone Meadow Dr
West Jordan, UT 84088 
USA