DealerRater API EULA
Before using the DealerRater API you must agree to the following End-User License Agreement.
END-USER LICENSE AGREEMENT THIS END-USER LICENSE AGREEMENT (THIS “AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS UPON WHICH DEALERRATER.COM, LLC (“LICENSOR”) GRANTS YOU (“LICENSEE”) THE LIMITED RIGHT TO ACCESS AND USE THE “API” AND THE “CONTENT” (AS SUCH TERMS ARE DEFINED HEREIN) CONTAINED ON LICENSOR’S AUTOMOTIVE DEALER REVIEW WEB PAGE OR PAGES (THE “WEB PAGE”). BY CLICKING ON THE “AGREE” BUTTON BELOW, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ AND UNDERSTOOD THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND LICENSEE AGREES TO BE BOUND HEREBY. LICENSEE’S ACCESS AND USE OF THE API, THE CONTENT AND THE WEB PAGE IS EXPRESSLY CONDITIONED UPON LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSEE SHOULD NOT PROCEED ANY FURTHER. 1. Definitions 1.1 API. “API” refers to the application programming interface through which Licensee accesses and uses the Content and the Web Page. 1.2 Content. “Content” refers to any and all customer reviews, data or other information set forth on the Web Page from time to time, including, without limitation, any updates, modifications or enhancements with respect thereto. 2. License Grant and Use 2.1 License; Termination. Subject to the further terms and conditions of this Agreement, Licensor grants Licensee a nonexclusive and nontransferable license to access and use the API, the Content and the Web Page for Licensee’s own internal business purposes only. LICENSEE ACKNOWLEDGES THAT THE LICENSE GRANTED TO LICENSEE HEREUNDER MAY BE TERMINATED, REVOKED OR OTHERWISE MODIFIED BY LICENSOR AT ANY TIME AND FROM TIME TO TIME FOR ANY REASON IN LICENSOR’S SOLE DISCRETION. 2.2 Use of Content and Web Page. Licensee agrees to access and use API, the Content and the Web Page solely in connection with obtaining automotive dealer review information and agrees to use such information solely for its own internal business purposes. Such internal business purposes shall include the right to use and provide such information for the benefit of Licensee and its paying customers only and shall not include the right to provide access to or use of the API, the Content or the Web Page to any other third party. Any copies of the Content made by Licensee shall be solely for archival or back-up purposes and such copies shall have affixed to them any and all copyright, confidentiality, and proprietary notices as may be required by Licensor from time to time. 3. Title; Compliance with Laws Licensee acknowledges and agrees that: (a) the API, the Content and the Web Page, and any and all rights, title and interest in or to any intellectual property associated therewith, including, without limitation, any copyright, trade secret, patent or trademark rights (collectively, the “Intellectual Property Rights”), are owned by Licensor and Licensee shall obtain no rights, title or interest in or to the API, the Content or the Web Page (or any Intellectual Property Rights associated therewith) except as expressly provided in this Agreement; and (b) certain aspects of the API, the Content and the Web Page, including the specific design and structure thereof, constitute trade secrets of Licensor and are protected by United States copyright laws and international treaty provisions. Licensee agrees not to disclose, provide or otherwise make available such trade secrets, copyrighted material or other Intellectual Property Rights in any form to any third party without the prior written consent of Licensor. Licensee may be held legally responsible for any copyright or other Intellectual Property Right infringement that is caused or encouraged by Licensee’s failure to abide by the terms and conditions set forth herein. 4. Restrictions on Use Except as expressly provided herein, Licensee acknowledges and agrees that it shall not: (a) copy, modify or change, in whole or in part, the API, the Content or the Web Page; (b) decompile, disassemble or reverse engineer the API, the Content or the Web Page; (c) sublicense, rent, lease, transfer, distribute or create derivative works of the API, the Content or the Web Page; (d) aggregate or otherwise combine all or any portion of the API, the Content or the Web Page with any software, data, programs, material or information that is not developed or supplied by Licensor; (e) report, release, publish or republish the API, the Content or the Web Page, or any evaluation thereof, to any third party except its paying customers; (f) use Licensor’s name, copyrights or trademarks, or refer to Licensor or Licensor’s services directly or indirectly in an articles, advertisements, sales presentations, news releases or other publications; or (g) willfully introduce or inflict any infection, viruses, worms, Trojan Horses or other codes or features that manifest contaminating, harmful or destructive properties with respect to the API, the Content or the Web Page. 5. Disclaimer; Limitation of Liability 5.1 Disclaimer. THE API, THE CONTENT AND THE WEB PAGE ARE PROVIDED BY LICENSOR “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE API, THE CONTENT OR THE WEB PAGE WILL BE ERROR-FREE OR WILL MEET LICENSEE’S OR ITS CUSTOMERS’ SPECIFIC NEEDS. The Web Site may contain hypertext links to other web pages and information created and maintained by other public and private organizations. Licensee acknowledges that Licensor does not control or guarantee the accuracy, relevance, timeliness, or completeness of any such third party information. 5.2 Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER RELIEF ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE API, THE CONTENT OR THE WEB PAGE, EVEN IF LICENSOR OR AN AUTHORIZED REPRESENTATIVE OF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER THIRD PARTY. SUCH DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES ARISING FROM LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, AND SHALL INCLUDE ANY AND ALL LEGAL FEES ASSOCIATED THEREWITH. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. NO ACTION OR CLAIM RELATING TO THIS AGREEMENT MAY BE INSTITUTED MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH ACTION OR CLAIM. IN NO EVENT SHALL LICENSOR'S LIABILITY TO LICENSEE HEREUNDER EXCEED THE FULL AMOUNT OF ANY LICENSE FEES OR OTHER AMOUNTS PAYABLE TO LICENSOR BY LICENSEE WITH RESPECT TO ITS ACCESS AND USE OF THE API, THE CONTENT AND THE WEB PAGE. 6. General Provisions 6.1 Assignability. This Agreement and all rights and obligations hereunder shall not be assignable by Licensee except with the prior written consent of Licensor. This Agreement shall be binding upon each party and their permitted successors and assigns. 6.2 Governing Law. This Agreement and the respective rights and obligations of the parties shall be governed by and determined in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws, principles or rules. To the extent such court maintains jurisdiction, each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts, and irrevocably agrees that all actions or proceedings relating to this Agreement shall be litigated in such courts, as applicable. Each party waives any objection which it may have based on lack of personal jurisdiction, improper venue or forum non conveniens to the conduct of any proceeding in any such court and waives personal service of any and all process upon it. 6.3 Severability. A determination that any provision of this Agreement is invalid, illegal or unenforceable shall not affect the enforceability of any other provision of this Agreement. 6.4 Amendment. Any change to this Agreement shall not be valid unless it is in writing and signed by both parties. 6.5 Waiver. No provision of this Agreement may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision on one occasion shall not be construed as a waiver of such term or provision on any other occasion or as a waiver of any other term or provision of this Agreement.
I agree to these terms.