CASEYCLICK TERMS OF SERVICE
1. CASEYCLICK Services. CASEYCLICK will provide Dealer with marketing services (the "Services") consisting of the distribution to Dealer of parts inquiries from consumers (Leads) in accordance with the criteria set forth in the Agreement.
2. Dealer Authorizations. The Rooftops and Franchises with respect to which Dealer will obtain Leads are set forth in the Agreement and Dealer represents that it is a licensed franchisee for each Franchise and the holder of a valid dealer license for each state listed in the Agreement.
3. Dealer Responsibilities.
3.1. Service To Consumer. Dealer agrees to contact the consumer identified in any Leads ("Consumers") within 24 hours of receipt of the Leads. Dealer agrees to conduct all business with Consumers in a responsible, courteous, and professional manner.
3.2. Use of the Services. Dealer represents, warrants and covenants that in using the Services and in engaging in the offer and sale of products and services to Consumers, Dealer (a) will comply with all applicable laws, rules and regulations, including but not limited to advertising, privacy, and disclosure laws, (b) will not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party, (c) will not breach any duty toward or infringe any rights of any person or entity including copyright, patent, trademark or other intellectual property rights or rights of publicity or privacy.
All URLS are registered under the name of CaseyClick.com and cannot be used outside of this agreement. All telephone numbers are registered under the name of CaseyClick.com and cannot be used outside of this agreement.
3.3. License. Dealer hereby grants to CASEYCLICK a non-exclusive, worldwide, royalty-free license to use Dealer's name, URL, trademarks, service marks and related assets ("Materials") for use in connection with providing the services hereunder, including, without limitation, the right to display such materials on other websites in connection with providing the Services.
4. Term and Termination. This Agreement shall apply to a set of Services for the term set forth in the Agreement and will renew on an annual basis thereafter unless Dealer provides 30 days prior written notice of non-renewal. Upon expiration of the initial term for a set of Services, either Dealer or CASEYCLICK may terminate this Agreement without cause on 30 days prior written notice to the other. Termination by Dealer must be made in writing and delivered to "CaseyClick LLC, Attn: Cancellations, P.O. Box 86, Santa Ana, CA 92702." This Agreement may be immediately terminated by CASEYCLICK without liability in the event Dealer has failed to perform any obligation required under this Agreement and all amounts due hereunder shall become immediately due and payable. In the event that Dealer instructs CASEYCLICK to terminate a set of Services hereunder prior to the expiration of the required notice period, Dealer shall be liable for an early termination fee equal to the remaining monthly fees from CASEYCLICK for such Services stated in Services Agreement.
5. Payment. Dealer agrees to pay CASEYCLICK for services at the price shown on the Service Agreement in a single consolidated payment, on behalf of all Rooftops and Franchises represented under this Agreement. All prices are exclusive of and Dealer shall be responsible for all applicable taxes related to the Services whether or not included on any invoice. All payments to CASEYCLICK will be made in U.S. Dollars, will be due and payable upon CASEYCLICK providing written or electronic invoices to Dealer and must be paid within thirty days after each such invoice. Late payments will incur a finance charge of 1.5% per month and Dealer agrees to pay all costs incurred in connection with collection of past due amounts (including collection agency fees and reasonable attorney fees).
6. Marketing Territory. Dealer's Initial Marketing Territory shall be based on a specified radius (in miles) from the zip code of the Dealer's rooftop (as set forth in the Agreement). Dealer may select additional marketing territories from which Dealer wishes to receive Leads as long as it does not impede with another CaseyClick Dealer with the same franchise.
7. Telephone Lead Requirements. Telephone numbers associated with Dealer Inventory for purposes of Telephone Leads will be assigned by CASEYCLICK and may be changed by CASEYCLICK at any time without notice. Dealer acknowledges and agrees that the telephone calls associated with Telephone Leads will be recorded by CASEYCLICK or its suppliers and that in connection with providing the Services the recorded calls may be reviewed by CASEYCLICK, Dealer, and those given access by Dealer; which may include co-workers. Dealer understands that, as currently configured, when a Consumer makes a call to the telephone number that results in a Telephone Leads, the Consumer will be automatically advised that such call is subject to recording and monitoring prior to the connection of the telephone call to Dealer. In many states calls may only be recorded with the consent of both parties to the call. Dealer represents, warrants and covenants that Dealer has obtained (or will obtain prior to participation in recorded calls) all necessary consents required by applicable law, including without limitation consents from Dealer personnel who will participate in the recorded calls. Dealer agrees that neither CASEYCLICK nor its suppliers accepts any responsibility for (a) the legality of recording, monitoring, storing and/or divulging telephone calls and (b) the legality or sufficiency of the advisory language used in any telephone prompt or recording.
8. General. CASEYCLICK reserves the right to amend the Terms of Service at any time, provided that CASEYCLICK shall notify Dealer of any such amendments in writing, and Dealer hereby consents to receipt of such written notice via email or via the posting of such amended Terms of Service http://www.caseyclick.com.
Limitations of Liability. THE SERVICES PROVIDED BY CASEYCLICK HEREUNDER, INCLUDING LEADS, ARE PROVIDED "AS IS" AND CASEYCLICK MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE SERVICES OR LEADS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. CASEYCLICK'S LIABILITY HEREUNDER, IF ANY, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY DEALER FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRED. IN NO EVENT SHALL CASEYCLICK, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT OR DEALERS USE OF THE SERVICES, EVEN IF CASEYCLICK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.