INDUSTRY INTERNAL USE ADDITIONAL TERMS
The terms and conditions set forth in these Additional Terms are in addition to the terms and conditions set forth in the Master Data License and apply with respect to the Licensed Data and Integration Partners Licensed Data covered by these Additional Terms. Capitalized terms used, but not otherwise defined, herein shall have the meanings given to them in the Master Data License. For the purposes of these Additional Terms, any reference to “AA” shall be deemed a reference to “Auto Acquire, Inc., a Delaware corporation” for the purposes of the Master Data License.
Product Descriptions: The AA Platform (“AA Platform”) is the AA software in which the Licensed Data is displayed and the place where the Licensee can access certain all the Products and Services offered by AA, its Affiliates and Integration Partners.
Additional Terms and Conditions:
1. Definitions.
(a) “AA Marks” means any name, logo, trademark or service mark of AA, including ,any variations or misspellings thereof, and the Auto Acquire Ai logo.
(b) ““Licensed Data” means vehicle data, including specifications, naming conventions, option packages, history, Valuation, market analysis, and owner behavior data, lienholder, other predictive analysis; and any other information delivered from time to time by Auto Acquire or, its Affiliates via AA Platform™, which may include the Integration Partners Licensed Data, as set forth in the applicable Master Services Agreement and Order Form.
(c) “Licensee Program” means the Licensee’s internal software.
(d) “Valuation” means a single price or value, or a range of prices or values provided from the AA Platform for a specific vehicle identified by a VIN or configuration (i.e., year, make, model, trim, optional equipment, and mileage) for a specific geographic zone (i.e., zip code) for a specific date.
2. AA Platform™ and Licensed Data.
(a) Permitted Use. Unless otherwise provided for in any Master Services Agreement or Order Form, Licensee may use AA Platform™ and the Licensed Data only for internal use to: (i) display Licensed Data in Licensee’s Program for use by its Personnel; and (ii) use and display AA Marks, as provided by AA Branding Compliance Guidelines in connection with labeling the type of Valuation (e.g.: iOffer API™) in a column or report containing the Licensed Data, subject to prior approval by AA.
(b) Restrictions. Neither Licensee nor its Personnel shall: (i) display, publish, provide access to, or otherwise provide the Licensed Data (or Integration Partners Licensed Data) to any Third Party; (ii) display, publish, provide access to, or otherwise provide the Licensed Data (or Integration Partners Licensed Data) to any AA Competitor, (iii) post or otherwise make accessible any Licensed Data (or Integration Partners Licensed Data) on any website, other than Intranet websites or other secure websites not accessible to the general public that are owned, managed, controlled or licensed by Licensee, (iv) modify, edit, or otherwise change any of the Licensed Data (or Integration Partners Licensed Data), or (v) use the AA Marks in any manner other than as provided for in Section 2(a)(ii) herein.
(c) Delivery. The Licensed Data will be provided or made available to Licensee via AA Platform™.
3. Licensee Obligations.
(a) Licensee acknowledges that AA may make changes to the Licensed Data or the AA Platform™ from time to time.
(b) Licensee is responsible and shall be liable for any and all activities that occur in connection with use of the Licensed Data by Licensee, its Personnel, and in Licensee’s Program.
(c) Licensee shall notify AA immediately of any known or suspected unauthorized use of AA Platform™, any Licensed Data, any AA Marks, and/or any breach of security.
(d) All Licensed Data shall be accompanied by the following reasonably displayed disclaimer and copyright notice:
©20XX Auto Acquire, Inc. All rights reserved. As of <MM/DD/YYYY> Edition for <ZIP CODE>. Values and pricing are the opinions of Auto Acquire, Inc. and the actual price of a vehicle may vary. The value and pricing information displayed for a particular vehicle is based upon the specification, mileage and/or condition information provided by the person generating this report. Auto Acquire, Inc., assumes no responsibility for errors or omissions.
4. Audit. In addition to Section 8.2 of the Master Data License, at any time during the Term, AA may review use by Licensee or its Personnel of the Licensed Data and/or the AA Marks, including but not limited to, in the Licensee Platform, to determine compliance with these Additional Terms. Without limiting any of its other rights or remedies, if AA, in its sole discretion, determines that the AA Marks, Valuations or other elements of the Licensed Data are not properly displayed in the Licensee Platform and/or advertising and marketing materials, AA may, in its sole discretion, provide Licensee with an opportunity to cure the breach or exercise its suspension or termination rights set forth in Section 5 below.
5. Suspension or Termination. In addition to Section 4.4 of the Master Data License, AA may suspend or terminate Licensee’s Subscription to AAPlatform™ at any time if AA reasonably determines that Licensee or its Personnel is using AA Platform™, iOffer API™, iOffer Data Insights™, the Licensed Data, AA Products, AA services, Integration Partners Licensed Data and/or the AA Marks in breach of these Additional Terms (including any Attachments) or otherwise in an unsuitable manner.
6. Rights Upon Termination. Notwithstanding Section 4.3 of the Master Data License, Licensee shall not be required to remove from the AA Platform™ any Licensed Data that was received by Licensee prior to the date of termination provided such use was and continues to be in accordance with the Permitted Uses; and further provided, that any such Licensed Data and AA Marks will continue to be subject to these Additional Terms.
7. Indemnification. In addition to Licensee’s indemnifications set forth in Section 9.1 of the Master Data License, Licensee will indemnify and defend AA, its Affiliates and Integration Partners against any damages, losses, costs and expenses (including reasonable attorneys’ fees, court costs, settlement costs and awarded amounts) incurred in connection with any Third Party claim to the extent that such claim arises from Licensee’s breach of the obligations set forth in Section 3 above.