THIS PAGE CONTAINS THE FOLLOWING DOCUMENTS:
1. Otolane Dealer Agreement
2. Terms and Conditions
Otolane Dealer Agreement
OTOLANE DEALER AGREEMENT
This Agreement (the "Agreement") is entered into the Date of Electronic Acceptance by the Dealer (the "Effective Date")
OTOLANESOFT CORPORATION ("OTOLANE"), with its principal place of business at 225 Chabanel West, Suite 600, Montreal QC H2N 2C9
Legally Valid Dealer ("Dealer"), with a legally valid principal place of business, legally valid Dealer #, legally valid RIN # and legally valid HST # QST # GST #.
By accepting this agreement Dealer acknowledges that they are a legally valid Dealer with a legally valid principal place of business, legally valid Dealer #, legally valid RIN # and legally valid HST # QST # GST #.
IN CONSIDERATION of the respective covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
In this Agreement:
1.1 "Information" means the images, data and other information relating to a Vehicle that is posted by Dealer through OTOLANE in connection with a Trade.
1.2 "Service" means the services and products described in Section 2. 1, as amended by OTOLANE from time to time in its sole discretion.
1.3 "Trade" means the opening of an auction by Dealer by posting Information relating to a Vehicle through OTOLANE
1.4 " OTOLANE " means the service operated by OTOLANE through which vehicles are made available by vehicle dealers for purchase at auction by wholesalers and/or respective vehicle dealers.
1.5 "Vehicle" means a vehicle that is made available for purchase through OTOLANE by Dealer.
1.6 "Wholesaler" means a vehicle wholesaler who subscribes to OTOLANE.
2.1 * the ability, to search Information relating to all Trades
* the ability to receive bids on Vehicle
s* the ability to issue a notice to a Wholesaler that its bid has been accepted or that a Vehicle is no longer available for purchase through OTOLANE
OTOLANE reserves the right, from time to time and in its sole discretion, to add remove or modify features of the Service without notice.
2.2 Dealer acknowledges that it is solely responsible for all activity in connection with its access to OTOLANE, including without limitation all access to and use of OTOLANE using any user identification or password issued to or by Dealer, and for all security of Dealer's computer systems. Dealer agrees to keep its user identifications and passwords strictly confidential and to disclose them only to such representatives of Dealer as are authorized to post Information or accept bids through OTOLANE on Dealer's behalf.
2.3 Dealer hereby agrees to indemnify OTOLANE and its officers, directors, employees and agents and hold them harmless against all claims, actions, damages, liabilities and costs arising out of any use of such user identification or password.
2.4 It is the responsibility of the Dealer to advise OTOLANE of any employee terminations so that OTOLANE can modify account access and passwords as required.
2.5 The dealer acknowledges that it must be registered at all times as a new car dealer with OMVIC and must maintain a valid new car dealer license with OMVIC at all times when using the OTOLANE service.
2.6 It is the responsibility of the dealer to advise OTOLANE of all wholesalers and dealers who are registered with OTOLANE who are allowed to bid on the dealer’s trades and to advise OTOLANE of any wholesalers and dealers registered with OTOLANE who are not allowed to bid on the dealer's trades.
2.7 Dealer acknowledges that by submitting a bid on a Vehicle, a Wholesaler makes an offer to Dealer to purchase such Vehicle from the Dealer for the amount of the bid which, upon acceptance of such bid by the Dealer, forms a binding obligation on Dealer to sell such Vehicle to such Wholesaler for such amount. Dealer acknowledges that it is solely responsible for the accuracy of all Information on the Vehicle, and agrees that it shall defend, indemnify and hold harmless OTOLANE and its officers, directors, affiliates a employees from and against all losses, damages and expenses resulting from or arising out of any claim or action by a Wholesaler or other third party in respect of any Trade.
2.8 Dealer acknowledges that all Information and other data that is posted on, available through or generated by OTOLANE, is the sole property of OTOLANE and may be collected, copied, transmitted, distributed, disclosed, used and otherwise exploited by OTOLANE in any manner and for any and all purposes, in OTOLANE sole discretion.
3. FEES AND PAYMENT
3.1 Dealer may receive 0 – 30 days of free trial usage of the OTOLANE system at the discretion of OTOLANE.
* Please note that during the free trial period the $25 dealer incentive per vehicle sold does not apply.
3.2 Fees & Incentives:Dealer will be charged $25 per vehicle posted on a monthly basis. The vehicle must receive a minimum of 4 bids to incur the $25 posting fee. If the vehicle receives less than 4 bids no posting fee will be charged. After a purchase is made, OTOLANE will invoice Dealer a buy fee of $100 for vehicles sold below $3000 and a buy fee of $160 for vehicles sold at $3000 or above.
3.3 If a Vehicle is marked “Accept” on the system and is not made available for purchase to the highest bidder at the price of the highest bid, the Dealer will pay a penalty to OTOLANE in the amount of $200.
3.4 Dealer will be invoiced monthly for use of the Service after the expiration of the free trial period, if applicable. Invoices are to be paid weekly by pre- authorized credit card or cheque payable to OTOLANE. All invoices shall be paid to OTOLANE within thirty (30) days after the date of invoice. Dealer shall pay interest on all overdue amounts from the due date until such amounts are paid at a rate equal to 1.5% per month or the maximum rate allowed by law, whichever is less.
3.5 All amounts set out in this Agreement are exclusive of taxes. Dealer will pay or reimburse OTOLANE for all taxes, duties and levies, however designated or computed, that are based upon this Agreement or the provision or use of the Service, including without limitation sales, use and value-added taxes, and other assessments now or hereafter imposed in connection with or resulting from this Agreement, excepting only taxes based on OTOLANE net income
3.6 OTOLANE may give Dealer written notice, in the form of email or otherwise, of any change in the fees payable hereunder at any time and from time to time. Any such change shall come into effect on the later of
* the date specified in the notice
* the day that is ninety (90) days after delivery of such notice.
4. DISCLAIMER OF WARRANTIES
4.1 To the maximum extent permitted by law, OTOLANE expressly disclaims any and all warranties and conditions, expressed or implied, regarding the service including without limitations any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, or non-infringement. The service is provided on an “as is” basis, and dealer acknowledges that its access to and use of is entirely at its own risk. Dealer expressly acknowledges that OTOLANE makes no warranties or conditions relating to
* the availability of the service
* any vehicle made available by dealer through OTOLANE
* the accuracy of any information posted by a dealer through OTOLANE
* any failure of dealer to receive a bid submitted by a wholesaler
* any transaction of purchase and sale arising out of the acceptance of any bid by dealer
5. LIMITATION OF LIABILITY
5.1 To the extent permitted by applicable law, OTOLANE will not be liable under contract, tort (including negligence) or any other legal or equitable theory for any
* loss of profits, business or data,
* interruption of any business, or
* indirect, special, incidental, punitive, exemplary or consequential damages of any kind, even if OTOLANE has been advised of the possibility of such damage and notwithstanding any failure of essential purpose of any remedy set forth in this agreement.
5.2 OTOLANE will not be liable for any claim against dealer by any wholesaler or any other third party. OTOLANE will not be liable for any claim against any wholesaler by dealer.
5.3 OTOLANE total liability for damages or claims in any way related to this agreement, the services, or any use thereof, regardless of the legal or equitable theory used, will not exceed the fees paid or payable by dealer to OTOLANE hereunder in the three (3) months prior to the date on which the claim arises.
6. TERM AND TERMINATION
6.1 This Agreement is effective as of the Effective Date and will continue until terminated by either party on written notice, in the form of email or otherwise, to the other.
6.2 In the event of termination of this Agreement, Dealer will pay all amounts payable to OTOLANE hereunder in accordance with Section 3 and any other funds owing.
6.3 All remedies are cumulative. The termination or expiry of this Agreement does not limit or prevent either party from pursuing any other remedies available to it, including injunctive relief.
7. GENERAL PROVISIONS
7.1 NoticesAll notices given under this Agreement shall be in writing, in English, and sent by nationally recognized overnight courier service or by registered or certified mail (return receipt requested) to the address of the recipient set out below (or to such other person or address as a party may designate by notice given in accordance herewith:
Notice to OTOLANE:
* OTOLANESOFT CORPORATION
* 225 Chabanel West, Suite 600
* Montreal QC H2N 2C9* Attention: Administration
* Notices will be deemed to have been given when received.
Notice to Dealer:
* Must provide valid legal dealer name
* Must provide valid legal dealer address
* Must provide valid legal dealer contact
This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Dealer may not assign or otherwise transfer, whether by operation of law or otherwise, this Agreement or any portion thereof or any duties, rights or obligations under this Agreement without the prior written consent of OTOLANE, which consent will not be unreasonably withheld or delayed.
7.3 Relationship of the Parties
The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties. Neither party has any authority to bind the other.
All press releases and other public announcements under this Agreement shall be approved by both parties in writing (in the form of email or otherwise) prior to release.
7.5 Governing Law
This Agreement will be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada, without regard to any rules governing conflicts of laws. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply. The prevailing party will be entitled to its reasonable attorney and expert fees and costs.
This Agreement is in the English language only, which language is controlling in all respects, and no versions in any other language will be binding on the parties.
7.7 Severability, Waiver
The invalidity or unenforceability of any provision of this Agreement shall not affect the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any default or breach of a provision hereof shall be binding unless in writing, nor shall the waiver of any default or breach act as a waiver of a party's rights with respect to any other or future default or breach.
7.8 Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, discussions, negotiations and understandings. This Agreement shall not be amended except in a writing signed by an authorized representative of each party.
Once electronically accepted this Agreement will constitute a single instrument.IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date.
Terms and Conditions
TERMS AND CONDITIONS
2. Licence To Use Website
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
You must not:
1. republish material from this website (including republication on another website);
2. sell, rent or sub-license material from the website;
3. show any material from the website in public;
4. reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
5. edit or otherwise modify any material on the website; or
6. redistribute material from this website except for content specifically and expressly made available for redistribution such as our newsletter.
3. Fees and Payment
If applicable, dealer will receive a specified number of days of free trial usage of OTOLANE system. Please note that during the free trial period the $25 dealer incentive per vehicle sold does not apply.
Fees & Incentives:
Dealer will be charged $25 per vehicle posted on a monthly basis. The vehicle must receive a minimum of 4 bids to incur the $25 posting fee. If the vehicle receives less than 4 bids no posting fee will be charged. After a purchase is made, OTOLANE will invoice Dealer a buy fee of $100 for vehicles sold below $3000 and a buy fee of $160 for vehicles sold at $3000 or above.
If a Vehicle is marked “Accept” on the system and is not made available for purchase to the highest bidder at the price of the highest bid, the Dealer will pay a penalty to OTOLANE in the amount of $200.
If a vehicle is purchased or “won” by a buyer on the system and is not paid in full or picked-up from the seller’s place of business within 5 business days after being marked as “arrived”, the buyer will pay OTOLANE up to $500 per vehicle in penalties.
Dealer will be invoiced monthly for use of the Service after expiration of specified free trial period, if applicable. Invoices are to be paid weekly by pre-authorized credit card or check payable to OTOLANE. All invoices shall be paid to OTOLANE within thirty (30) days after the date of invoice. Dealer shall pay interest on all overdue amounts from the due date until such amounts are paid at a rate equal to 1.5% per month or the maximum rate allowed by law, whichever is less.
All amounts set out in this Agreement are exclusive of taxes. Dealer will pay or reimburse OTOLANE for all taxes, duties and levies, however designated or computed, that are based upon this Agreement or the provision or use of the Service, including without limitation sales, use and value-added taxes, and other assessments now or hereafter imposed in connection with or resulting from this Agreement, excepting only taxes based on OTOLANE 's net income.
OTOLANE may give Dealer written notice of any change in the fees payable hereunder at any time and from time to time. Any such change shall come into effect on the later of
· the date specified in the notice
· the day that is ninety (90) days after delivery of such notice.
4. Acceptable Use
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent. You must not use our website to transmit or send unsolicited commercial communications.
You must not use our website for any purposes related to marketing without our express written consent.
5. Restricted Access
Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.
If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential.
You must notify us in writing immediately if you become aware of any unauthorized use of your account or password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
You must not use any other person's user ID and password to access our website, unless you have that person's express permission to do so.
We may disable your user ID and password in our sole discretion without notice or explanation.
6. Limited Warranties
We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
7. Limitation And Exclusions Of Liability
To the extent that the website and the information and services on the website are provided free-of-charge, we will not be liable for any loss or damage of any nature.
We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.
13. Exclusion Of Third Party Rights
14. Entire Agreement
15. Law And Jurisdiction
16. Our Details
The full name of our company is OTOLANESOFT CORPORATION
Our contact email address is firstname.lastname@example.org and can be reached by phone by dialing 1 (888) 985 – 0201.
We collect information from you when you register on our site. When registering on our site, as appropriate, you may be asked to enter your dealer name or users names, as well as relevant information (dealer registration number, tax number, etc…). In common with other websites, we may collect log files on the web server saving details such as the visitor's IP address, browser type, referring page and time of visit. Cookies may be used to remember your preferences when interacting with the website. Where registration is elected, your email and a username will be stored on the server, along with the user data and vehicle data belonging to you.
HOW THE INFORMATION IS USED
We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. The information is used to enhance your experience when using the website to display personalized content, or content belonging to you. Periodic e-mails may be sent to inform you of news or updates of our service. Note: If at any time you would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.
Cookies are small digital signature files that are stored by your web browser that allow your preferences to be recorded when visiting the website. Also they may be used to track your return visits to the website. You may be able to block cookies via your browser settings but this may prevent you from access to certain features of the website.