Dealer Terms of Service
Last Updated: January 12, 2023
PLEASE READ THESE TERMS CAREFULLY AS THEY MAY HAVE CHANGED FROM THE LAST TIME YOU VISITED THIS PAGE.
Carity Inc. (“Carity”, “We”, “Our”, or “Us”) operates an online platform, via mobile application(s) and/or website(s), that provides certain functionalities to dealers (that online platform, the “Platform”). We shall refer to the act of Us making the Platform available to You and providing it for Your use as “Our Services”.
By using Our Services, you, as a user, agree to be bound by, and acknowledge that you have the authority to bind the entity that you represent to these terms of service, as amended from time to time (those terms of service, the “Terms”; you, and together with the entity you represent, also referred to as “You”). Please review these Terms carefully as they contain important information regarding Your legal rights, remedies and obligations, including limitation and exclusion clauses, in connection with the use of Our Services. By accessing, browsing, visiting, accepting, offering, communicating or otherwise using the Platform, You agree to be unconditionally bound by and to follow these Terms. Additionally, You and Us may have entered into additional agreements that include additional terms and also incorporate these Terms. In the event of any update to these Terms, Your continued use of Our Services after any such updates constitutes Your acceptance of the revised Terms.
“Affiliates” means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.
“Platform Policies” has the meaning as defined in Section 3.
Our Services are subject to these Terms:
Registration. In order to access and use certain parts, features and services made available through the Platform, You may be required to register and set up an account with, among other things, Your email address, phone number and a password.
Account Information. You agree to keep information in Your account current, accurate and complete. Carity relies on this information for various purposes and any dated, false, inaccurate or incomplete information may result in suspension or deletion of Your account.
Information on Platform. Carity makes certain information available on the Platform (collectively, the “Platform Information”). Such Platform Information may include vehicle information, seller information, buyer information, financial information, pricing information, condition information and other related information. You acknowledge that the Platform Information is provided for Your convenience and that Carity does not guarantee the accuracy or completeness of the information. As a sophisticated commercial party, You are responsible for satisfying for Yourself the accuracy and completeness of the Platform Information through investigation, due diligence, assessment and research.
Communication. The Platform may allow You to communicate with sellers, buyers or other persons who may or may not be on the Platform (such persons, each a “Participant”; Your communication with Participant(s), “Your Communication”). Carity reserves the right to use and monitor Your Communication to improve the Platform, and to ensure that You comply with the Platform Policies. Any communication that fails to comply with the Platform Policies, as solely determined by Carity, may be deleted from the Platform or blocked from reaching the intended Participant.
Your Content. The Platform may allow You to add and upload texts, URLs, images, documents and other information (such information, “Your Content”). We reserve the right to use and monitor Your Content to improve the Platform and to ensure that You comply with the Platform Policies. We may delete any that fail to comply with the Platform Policies, as solely determined by Carity.
Partners. We may work with various partners to provide Our Services (such partners, "Our Partners"). By using Our Services, You agree to the following:
- Not Employees or Affiliates. Our Partners are not employees or Affiliates of Carity. Our Partners help facilitate the provision of Our Services but We are not responsible for the actions, inactions or omissions of Our Partners.
Security. You are responsible for maintaining the confidentiality of Your account and all information tied to Your account. You are fully responsible for all activities that occur under Your account. If You believe that Your account has been compromised, please contact Us immediately (see notice section below for contact details). We have the right, but not the obligation, to deactivate any account identified in such notification. We are not liable for any loss or damage resulting from, arising from or related to any activities on Your account, whether or not compromised, and whether or not You communicated any suspicious activities in accordance with this section.
In addition to laws and regulations applicable to the Platform and the rest of these Terms, You agree to follow and comply with the following rules and policies (such rules and policies, the “Platform Policies”):
Your Conduct. You agree that You will not:
- abuse, harass or otherwise engage (or attempt to engage) in any conduct or behaviour (verbal, written or physical), that is, or that may be reasonably considered to be, vexatious, fraudulent, false, misleading, deceptive, discriminatory, threatening, harmful, injurious, defamatory, obscene, vulgar, offensive, or otherwise considered to be unwelcome by Us or by any Participant on the Platform
- impersonate any individual, business or entity, or falsify or otherwise misrepresent Yourself as another individual, or Your affiliation with a business or entity
- share Your account information with any other person. Your account belongs to You and shall only be used by You. If You wish that other person to use Our Services, such other person must sign up for his or her own account; or
- do any act that is illegal or that would create any liabilities to Us, Our Affiliates or any Participant.
Fees and Invoice
If You subscribed to one of Our Services that require payment, the fees for such Services shall be indicated in an order form, insertion order, online order, or any other agreements entered between You and Us (such fees for our Services, the “Fees”; the additional agreement between You and Us, the “Order Agreement”). Unless stated otherwise, Fees shall be in Canadian dollars and shall be exclusive of any applicable taxes.
You agree to pay all invoices by the due date indicated on the invoice. Any late payment may be subject to an interest of (i) one and half percent (1.5%) per month, or (ii) the highest rate allowed by applicable law, whichever is less. If You provided us with a credit card for the payment of Fees, You authorize Us to charge Your credit card when the Fees become due under the applicable invoice.
Ownership, License and Restrictions
Ownership. We own all right, title and interest, including all related intellectual property rights, in and to the Platform and any information, data and metadata collected by, related to or generated by the Platform. Any rights not expressly granted herein are reserved by Carity and its licensors.
Your Communication and Content.
- If You delete any of Your Content or Your Communication from the Platform, the Content License for any deleted Your Content or Your Communication shall come to an end. However, notwithstanding the deletion, the Content License shall continue for any copies, backups, modifications, adaptations, or derivatives created or made from the deleted Your Content or Your Communication prior to the deletion (the “Copies”) and the Content License for the Copies shall continue to be valid and survive such deletion.
Limited License. You are granted a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Platform in accordance with these Terms (the “Platform License“).
Restrictions on the Platform License. You may not:
- remove any copyright, trademark, patent or other proprietary notices from anywhere on the Platform;
- use the Platform for the purpose of creating a service that performs substantially the same functionality asor is competitive to the Platform;
- violate, circumvent, reverse-engineer, decompile, disassemble or otherwise tamper with the security of the Platform;
- download, republish, post, transmit, or distribute any portion of the Platform except as permitted by a functionality enabled on the Platform;
- link to, mirror, or frame any portion of the Platform without the express written permission of Carity;
- distribute viruses, worms, malicious code, or software intended to damage, overly burden, interfere with or alter the operations of the Platform or affect the devices of other users of the Platform;
- use any program or script to download, copy, capture, scrape, index or otherwise obtain any portion of the Platform without the express written permission of Carity; or
- perform any actions that would unduly burden or hinder the operations of the Platform.
Feedback. We appreciate feedback, comments and suggestions to improve Our Services (the “Feedback”). Feedback may be submitted to firstname.lastname@example.org or as otherwise provided through the Platform. If You submit any Feedback, You grant Us a perpetual, royalty-free, irrevocable, transferable, unrestricted, and sub-licensable right and license to use the Feedback as We desire. You agree that We shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback as We see fit. You hereby waive all Your moral rights in the Feedback for the benefit of Carity and its Affiliates and the respective successors, assigns and licensee.
Marketing. By using Our Services, You authorize Us to display Your name and logo (including, for clarity, the name and logo of the entity You represent) on Our website and any of Our marketing materials. If You provided Us with any testimonials or reviews, You authorize Us to display such testimonials and reviews on Our website and any of Our marketing materials.
Term and Termination
Term. Unless stated otherwise in an Order Agreement, these Terms are effective until terminated by You or by Us in accordance with these Terms. If an Order Agreement specifies a subscription term (“Initial Term”), such Order Agreement shall be automatically renewed at the end of the Initial Term for the same time period as the Initial Term, unless (i) a new Order Agreement is entered into superseding the prior Order Agreement, in which case the subscription term in the new Order Agreement shall become the new Initial Term, (ii) the Order Agreement is amended and agreed to by You and Us, or (iii) either You or Us provides the other party at least a thirty (30) days’ written notice indicating its intention not to renew.
Termination. In addition to any termination right agreed to in an Order Agreement, We may terminate these Terms, and/or any Order Agreement, if You fail to comply with these Terms or any Order Agreement.
Effects of Termination.
- If there are more than one (1) active Order Agreements between You and Us, termination of an Order Agreement shall not terminate the other Order Agreement(s) unless specified. All outstanding Fees due under the terminated Order Agreement shall become due immediately and any late payments shall be subject to Section 4(b) as of the date of the termination; and
If upon termination of an Order Agreement, there are no active Order Agreements, then these Terms shall be considered terminated, and
- Your Platform License will come to an end and You may no longer use Our Services; and
- You will no longer be subject to these Terms, except for Sections 1, 5, 6(a), 8, 9, and 10, which shall continue to apply to You.
Disclaimer, Release and Indemnity
Release. You hereby irrevocably and unconditionally release and forever discharge Carity Inc., its Affiliates, and its and their directors, officers, employees, agents and contractors (collectively, the “Carity Parties”) from any and all claims, demands, and rights of action, whether now known or unknown, which relate to any interactions with, or act, inaction, or omission of any of Our Partners or Participants. You agree that Carity Parties may use these Terms as an estoppel and a complete bar to any such claims, demands and rights of action.
Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK WITH NO WARRANTIES (INCLUDING IMPLIED, EXPRESS OR STATUTORY) WHATSOEVER. WE EXPRESSLY DISCLAIM ANY EXPRESS WARRANTIES AND CONDITIONS OF ANY KIND, AND ANY IMPLIED WARRANTIES (TO THE EXTENT PERMITTED BY LAW), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, STABILITY, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE PLATFORM: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
Indemnity. You agree to defend, indemnify and hold Carity Parties harmless from and against any claims, suits, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from or relating to: (i) Your use of the Platform; or (ii) Your violation of these Terms. We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Carity Parties and You agree to cooperate with Our defence of these claims. You agree not to settle any matter without Our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
Platform Information. You acknowledge and agree that the Platform Information may not be perfect and that Carity has exercised sufficient diligence and efforts to ensure the accuracy and completeness of the Platform Information. However, despite these efforts, You acknowledge and understand that errors and omissions may be present in such Platform Information and that You acknowledge and understand the risks associated with relying solely on the Platform Information made available on the Platform. AS SUCH, AS A SOPHISTICATED COMMERCIAL PARTY, YOU UNDERSTAND THAT YOU ARE ULTIMATELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF THE PLATFORM INFORMATION AND YOU AGREE NOT TO HOLD CARITY PARTIES RESPONSIBLE OR LIABLE FOR ANY INACCURACIES OR INCOMPLETENESS OF THE PLATFORM INFORMATION.
Limitation of Liabilities
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY OF THE CARITY PARTIES BE LIABLE TO YOU FOR ANY: (i) LOST PROFIT, LOSS OF GOODWILL OR BUSINESS REVENUE; (ii) DAMAGES FOR PERSONAL OR BODILY INJURY, PERSONAL PROPERTY, EMOTIONAL DISTRESS OR DEATH; (iii) INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES; OR (iv) SERVICE INTERRUPTION, COMPUTER DAMAGE, LOSS OF DATA OR COST OF SUBSTITUTE SERVICES; ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OUR PARTNERS, THE PARTICIPANTS OR ANY OTHER PERSON AS A RESULT OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF ANY OF THE CARITY PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES. THE LIMITATIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
IN THE EVENT THAT ANY DAMAGES, LOSSES OR LIABILITIES ARE NOT LIMITED BY SECTION 9(a), BUT TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR LIABILITIES SHALL BE LIMITED TO THE LESSER OF: (i) FIFTY CANADIAN DOLLARS ($50.00), AND (ii) THE FEES YOU'VE PAID US (IF ANY) IN THE 6 MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO THE DAMAGES, LOSSES OR LIABILITIES.
If any part of these Terms is found to be unenforceable, then that provision will be severed from these Terms and not affect the validity or enforceability of the remaining terms.
These Terms are the final, complete and exclusive agreement between You and Us and supersede all prior agreements between Us.
We may give You notice by means of a general notice on the Platform, or by email tied to Your account. Such notice shall be deemed to have been received by You 24 hours after emailing or posting the notice. You may give notice to Us by sending an email to the email address listed in the “contact us” section, with a copy to email@example.com. Such notice shall be deemed to have been received Us 48 hours after the emailing.
These Terms will be governed by the laws of Ontario, Canada without giving effect to any conflict of laws principles.
If We don’t enforce a provision of these Terms, it will not be considered a waiver. You can’t transfer Your rights or obligations under these Terms without Our consent. The word “including” means including without limitation. Headings of sections are inserted for convenience of reference only and do not affect the construction or interpretation of these Term. We may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or bankruptcy or other operation of law, without Your consent.