iLUXCARS AUTHORIZED USER AGREEMENT
I. INTRODUCTION AND DEFINITIONS:
A. iLUXCARS provides a proprietary online system that allows licensed vehicle dealers
to buy and/or sell vehicles wholesale with other licensed dealers. Users of the
System are registered and approved by iLUXCARS. Through iLUXCARS’ System, Users
can (1) offer cars for wholesale to other Users; (2) access information about vehicles
which are offered for wholesale by other Users; (3) make bids upon, and potentially
purchase, cars at wholesale from other Users; and (4) obtain informal appraisals
of vehicles from iLUXCARS.
B. As a registered User, approved as such by iLUXCARS, and by using the iLUXCARS
online system (referred to in this agreement as the “Service” and/or the “System”),
You (also referred to in this agreement as "User", "Buyer" and/or
"Seller”) agree to the following terms and conditions (also referred to in
this agreement as the “Terms of Use,” “TOS” and/or the "Agreement"). Additional
terms and conditions displayed on iLUXCARS' website at
www.iLuxCars.com now or in the future, or as provided to you otherwise,
become part of this agreement by reference.
II. GENERAL PROVISIONS
A. You understand that the Service, and the software embodied within the Service,
may include security components that permit digital materials to be protected, and
use of the Service and materials is subject to usage rules set by iLUXCARS and/or
its content providers. You agree to be bound by these Terms of Use and usage rules.
You may not attempt to override or circumvent any of the TOS or usage rules embedded
in the Service.
B. You understand that the technical processing and transmission of the Service,
including your material and information you provide to iLUXCARS, may involve (a)
transmissions over various networks; and (b) changes to conform and adapt to technical
requirements of connecting networks or devices.
C. You acknowledge that iLUXCARS reserves the right, in its sole discretion with
or without notice, to temporarily or permanently change the System, Service, Terms
of Service, usage rules and/or the general business practices.
D. In connection with the Service, you agree to abide by all applicable laws,
not use the System for any unlawful purpose and not violate any other persons’ rights.
This includes abiding by the laws of California, the laws of your home state, United
States Federal law and any other applicable laws or regulations.
III. USER ACCOUNTS
A. Registration Required for Authorized Users
1. Registration Material: Any individual or entity wishing to sell or purchase a
vehicle through the System must (1) complete the iLUXCARS Registration Forms; (2)
submit all requested documents to iLUXCARS; and (3) be accepted by, and continue
being accepted by, iLUXCARS as a qualified User.
2. Licensed Vehicle Dealers Only: All Users must be currently licensed automobile
dealers. ALL TRANSACTIONS MUST BE BY AND BETWEEN LICENSED VEHICLE DEALERS. THERE
ARE NO TRANSACTIONS ALLOWED BY OR WITH CONSUMERS.
3. Authorized Users For Your Business Only: All persons using the System through
your account must be your authorized employees or agents conducting business for
You. You will only conduct business for yourself through your account, and you will
not allow others to conduct their business through your Account. All persons using
your account must have authority to bind you and/or your company to contracts.
4. Registration Maintenance and Potential Cancellation: iLUXCARS reserves the right,
at any time without prior notice, and at its sole discretion, to deny or cancel
User’s access to the Service. You acknowledge that iLUXCARS has the right, in its
sole discretion, to delete, disable or suspend your Login and/or any postings or
transactions at any time for any reason, including without limit for any violation
of this TOS, Sales Rules and/or other laws or regulations.
5. Accounts Not Assignable: User accounts are not assignable and cannot ever be
transferred to another entity. If you allow anyone to use your account, you are
ultimately responsible for their account activity.
B. Account Set Up, Password, Security and Responsibilities
1. Your Account: Once accepted by iLUXCARS, you will receive an email notification
from iLUXCARS indicating that your account has been enabled. The User Name and Password
you selected will then provide access to the system through the login section of
the home page.
2. Your Account Security: You are responsible for maintaining the confidentiality
and security of your Password and Login. You will ensure that you exit from your
account at the end of each session. You agree your Login will only be used by or
disclosed to authorized employees/agents qualified to do business on your behalf
as an automobile dealer/wholesaler.
3. Your Account Responsibilities: You are fully responsible for all activities that
occur under your account, including without limitation the following activities:
vehicle postings; offers to sell; bids to purchase; acceptance of offers; sales;
and purchases.
a. iLUXCARS cannot and will not be liable for any loss or damage arising from your
failure to comply with your security and use obligations.
b. You agree to immediately notify iLUXCARS, verbally and in writing, of any unauthorized
use of your Login, Password or Account, or of any other breach of security. In the
event that you notify iLUXCARS verbally and in writing of any such unauthorized
use, you shall still be responsible for all activity on your account, except for
activity which occurs after proper notification is acknowledged by iLUXCARS.
c. Within a reasonable time after receiving written notice of any such unauthorized
use of your Account, iLUXCARS will disable the Account.
4. Privacy and Use of Your Account Information:
a. iLUXCARS will keep your information and content you provide during registration
reasonably confidential. iLUXCARS will use your private information for the limited
purpose of considering, negotiating, processing and/or concluding your requested
transactions through the System. iLUXCARS will not disclose your information to
third parties except as necessary to process your requested transactions.
b. You acknowledge, consent and agree that iLUXCARS may access, preserve, and/or
disclose your account information and content if required to do so by law, or in
a good faith belief that such access, preservation or disclosure is reasonably necessary
to: (1) comply with legal process; (2) enforce the TOS; (3) respond to claims by
other Buyers or third parties; (4) respond to your requests; or (5) protect the
rights, property, or personal safety of iLUXCARS, its Sellers, Buyers, Users and
the public.
c. iLUXCARS retains the right to use your private information in aggregate and/or
for statistical purposes both internally and externally.
IV. YOUR SYSTEM USE OBLIGATIONS
In using the System and your Login, you agree to:
A. provide accurate information to the System, including without limitation information
concerning registration, posted vehicles, bids, sales, purchases and any information
potentially material to a transaction or the operation of the System;
B. refrain from fraudulent and/or misleading conduct, representations or other activity;
C. refrain from any activity to unfairly manipulate the System’s pricing, bidding
or sales process;
D. refrain from interfering with other User’s fair use of the system;
E. timely pay any money due to iLUXCARS or to anyone pursuant to a System transaction;
F. timely complete all transactions to which you have agreed;
G. timely respond to reasonable requests for information;
H. timely claim or accept delivery a vehicle you have agreed to purchase under the
Service;
I. if selling a vehicle, you must be the only legal owner of the vehicle at the
time the sale is completed, and legally capable of providing full ownership of the
vehicle upon completion of the transaction;
J. refrain from contacting other Users directly to potentially conclude, outside
the System, transactions for vehicles posted within the System;
K. not violate any other another person’s intellectual property rights, including
without limitation their patents, trade secrets, trademarks and/or copyrights;
L. refrain from allowing unauthorized persons to use the System through your Account
and/or Login;
M. maintain a valid, current dealership registrations and/or licenses; and
N. comply with these TOS, Sales Rules, Sales Agreements and all applicable laws
and regulations.
V. iLUXCARS FEES
iLUXCARS obtains fees for the Service from transactions that are completed through
the System. These fees are disclosed by iLUXCARS (see current pricing) and agreed
to by Users. Unless you buy or sell a vehicle through the System, you will not encounter
any fees from iLUXCARS, but iLUXCARS reserves the right to change this fee system
at its sole discretion.
VI. NO WARRANTY FROM ILUXCARS, RELEASE OF LIABILITY, AND DAMAGE LIMITATIONS
A. No Warranty of User Content, Users, Vehicles or Contracts :
1. Pursuant to this agreement and others like it, iLUXCARS simply facilitates wholesale
vehicle transactions between authorized Users, including facilitating communications
between Users about vehicles, vehicle attributes and sales terms. AS SUCH, UNLESS
EXPRESSLY AGREED OTHERWISE IN WRITING, ILUXCARS DOES NOT AND CANNOT VERIFY, EVALUATE,
WARRANT OR GUARANTEE (EXPRESS, IMPLIED OR OTHERWISE):
a. the accuracy of the User content, User information and/or User representations;
b. the condition, performance, performance characteristics or attributes of the
vehicles in the System;
c. the contractual performance, attributes and/or reliability of Users; and/or
d. the User’s performance of obligations of User contracts formed by use of the
System.
2. Discretionary User Maintenance: iLUXCARS will, however, exercise its sole discretion
to reasonably act to admonish, limit and/or cancel access of Users who post inaccurate
information, make misrepresentations or otherwise breach their obligations under
these TOS and/or Sales Terms.
3. No Warranty of the System: iLUXCARS provides the Service on this website “as
is,” “with all faults” and “as available,” and the entire risk as to satisfactory
quality, performance, accuracy, and effort is with you. To the maximum extent permitted
by applicable law, iLUXCARS makes no representations, warranties or conditions,
express or implied, and expressly disclaim any and all warranties or conditions,
express, statutory and implied, including without limitation (1) warranties or conditions
of merchantability, fitness for a particular purpose, workmanlike effort, accuracy,
title, quiet enjoyment, no encumbrances, no liens and non‑infringement, (2)
warranties or conditions arising through course of dealing or usage of trade, and
(3) warranties or conditions of uninterrupted or error‑free access or use.
4. No Responsibility for User Breach of Sales Contracts: iLUXCARS cannot warranty,
guarantee or be responsible for any breach by Users of sales agreements formed by
use of the System.
B. Release of iLUXCARS: Other than as expressly stated in this agreement, YOU (AND
ALL USERS) RELEASE ILUXCARS FROM ANY AND ALL LIABILITY FOR ANY DAMAGES YOU MAY CLAIM
RESULT FROM YOUR USE OF THE SERVICE. More specifically, You irrevocably
and unconditionally waive and release your rights (if any) to recover from iLUXCARS,
its directors, officers, employees, representatives, agents, subsidiaries, and affiliates
any and all damages, losses, liabilities, costs or expenses (and claims thereof),
whether direct or indirect, known or unknown, or foreseen or unforeseen, which may
be caused by, arrive from or be related to your use of the Service. You specifically
waive any rights you may have under California Civil Code §1542, (and/or other similar
provisions in other countries, cities, counties, states and/or Federal Law) which
provide that a general release does not extend to claims which the person does not
know or suspect to exist in his favor at the time of executing the release, which
if known would have materially affected the decision to enter into the agreement.
C. Damage Limitation: UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ILUXCARS
BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE OR LOST PROFITS
THAT RESULT FROM OR ARE RELATED TO YOUR USE OF THE SYSTEM, INCLUDING WITHOUT LIMITATION
THE SALE, DISTRIBUTION, USE OF (OR THE INABILITY TO USE) ANY VEHICLE APPRAISED,
BOUGHT OR SOLD IN THE SYSTEM, EVEN IF ILUXCARS HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
VII. INDEMNITY
You agree to indemnify, defend and hold iLUXCARS, and its subsidiaries, affiliates,
officers, agents, co‑branders or other partners, and employees, harmless from
any claim or demand, including reasonable attorneys' fees, made by any third party
against iLUXCARS due to or arising out of Your use of the Service, including without
limitation: any violations by you of the TOS; any violation by you of the purchases/sales
terms or agreements reached through the System; and/or your violation of any rights
of another. Upon request you will provide iLUXCARS with a reasonable advance payment
for such defense and indemnification.
VIII. ARBITRATION AGREEMENT BETWEEN YOU AND ILUXCARS
Any unresolved controversy or claim between you and iLUXCARS arising out of or relating
to this Agreement (except as (1) otherwise provided in this Agreement, or (2) any
such controversies or claims arising out of iLUXCARS intellectual property rights
for which a provisional remedy or equitable relief is sought) shall be submitted
to arbitration by one arbitrator mutually agreed upon by the parties. If no agreement
can be reached within 30 days after names of potential arbitrators have been proposed
by the American Arbitration Association (the "AAA"), then the arbitration
shall be conducted by one arbitrator having reasonable experience in wholesale automotive
sales transactions of the type provided for in this Agreement and who is chosen
by the AAA. The arbitration shall take place in Costa Mesa, Orange County, California,
in accordance with the AAA rules then in effect, and judgment upon any award rendered
in such arbitration will be binding and may be entered in any court having jurisdiction
thereof. Each party will bear its own costs and attorneys fees in respect to any
disputes arising under this Agreement.
IX. INTELLECTUAL PROPERTY RIGHTS
A. You have only the right to use the System, and then only if you are an authorized
User in good standing as determined solely by iLUXCARS. All rights and interests
in the System, its technology, its trademarks, its service marks, software, copyrights
and other know how related to the Service is the sole property of iLUXCARS. Under
no circumstances shall You claim any ownership rights to the Service.
B. Any unauthorized reproduction, publication, further distribution or public exhibition
of the materials, information and/or software provided by iLUXCARS to You during
the Service, in whole or in part, is strictly prohibited.
C. You (and other Users) expressly grant to iLUXCARS a worldwide, non-exclusive,
perpetual, royalty-free and irrevocable license to use, copy, distribute and/or
display the information and/or material which you and other Users submit to iLUXCARS
(both during the User Registration Application and the Service).
D. By submitting material to iLUXCARS in association with the Service, you represent
that you are the owner of that material, or that you otherwise have the rights to
submit, use and/or copy that material.
X. GENERAL PROVISIONS
A. Choice of Law and Forum: The TOS and the relationship between you and iLUXCARS
shall be governed by the laws of the State of California without regard to its conflict
of law provisions. You and iLUXCARS agree to submit to the personal and exclusive
jurisdiction of the courts and/or arbitrators located within the county of Orange,
California.
B. Waiver and Severability of Terms: The failure of iLUXCARS to exercise or enforce
any right or provision of the TOS shall not constitute a waiver of such right or
provision. If any provision of the TOS is found by a court of competent jurisdiction
to be invalid, the parties nevertheless agree that the court should endeavor to
give effect to the parties' intentions as reflected in the provision, and the other
provisions of the TOS remain in full force and effect.
C. No Agency: The relationship between You and iLUXCARS is that of customer and
services provider, and as such, neither party is, nor may either party represent
itself as, an employee, agent, partner, franchisee or joint venturer of the other.
This Agreement is not authority for You to act for iLUXCARS in any way. |
