Service Terms and Conditions



CARFAX® SERVICES TERMS AND CONDITIONS

These CARFAX® Services Terms and Conditions, any application(s) for CARFAX services signed by Customer (“Application(s)”), and any exhibits or addenda to any Application (whether entered into at the same time or at a later date) collectively form the agreement ("Agreement") between Carfax, Inc. ("CARFAX") and the company identified on the Application and each location owned, operated or managed by such company (each, a “Location”), including without limitation, any Locations acquired during the Agreement term, or that may become a Location as a result of ownership or management changes (collectively, "Customer").  This Agreement supersedes all prior agreements (including any terms and conditions) between the parties and will continue in full force and effect so long as Customer subscribes to any CARFAX services.  Termination of Customer's subscription to any one CARFAX service does not terminate any other CARFAX service to which Customer may have subscribed.

Access to CARFAX Reports
CARFAX Used Car Listings Program – Enhanced Listings
CARFAX Retargeting Program
CARFAX Website Package
CARFAX Premium Advertising Package
CARFAX Service Booster
General Terms



Access to CARFAX Reports back to top


1. License; Term
 
CARFAX hereby grants to Customer a limited, revocable, nontransferable and nonexclusive license to access and use reports from the CARFAX Vehicle History Service (“VHS”) database ("CARFAX Reports") solely for Customer's business purposes consisting of the acquisition or potential acquisition of used vehicles primarily for retail sale, or the retail sale of used vehicles by Customer ("Permitted Use"). Customer’s subscription to access CARFAX Reports will continue in effect for the initial period identified on the Application and after the initial period will automatically renew for successive one-year terms unless a different renewal term is set forth in the Application.

2. Restrictions on Access and Use. 
Customer shall not: (i) cause, permit or authorize the decompilation, modification, disassembly or reverse engineering of the VHS, or create derivative works thereof, (ii) sell CARFAX Reports or information derived from CARFAX Reports, (iii) share its usernames and passwords with any other person or entity (other than with CARFAX-approved third party vendors to facilitate the Permitted Use), (iv) permit use of the VHS by any third party, (v) use or permit use of the VHS, CARFAX Reports or any information derived therefrom in the operation of a service bureau, (vi) use the VHS or CARFAX Reports for anything other than the Permitted Use; (vii) recreate, compile or integrate CARFAX Reports with other data, or (viii) disseminate the CARFAX Reports in any way to any party other than to perform the Permitted Uses.  Customer shall not provide the CARFAX Reports to consumers in Quebec.  Customer shall not provide the CARFAX Reports or the data derived from the CARFAX Reports, in whole or in part, to any competitor of CARFAX.  Systematic access or retrieval of CARFAX Reports, including without limitation the use of "bots" or "spiders," is strictly prohibited. In the event Customer provides a CARFAX Report to another party, Customer will not: (A) use, or allow the use of, the VHS, the CARFAX Report or information derived from the VHS or CARFAX Reports for unlawful purposes or in contravention of any federal, state, local, foreign or other applicable laws, rules or regulations,; (B) provide the CARFAX Report or information derived from the CARFAX Report to any party for the purpose of resale or remarketing in any manner; (C) display an online CARFAX Report unless such display is the "Instant CARFAX Report" specifically enabled by CARFAX for such purpose; or (D) modify the CARFAX Report in any way. Customer shall not make any representation or provide any warranty to any person or entity regarding CARFAX, the VHS and/or the CARFAX Reports, whether written or oral, that is inconsistent with the provisions of the Agreement and the information contained on the CARFAX Reports (including all disclaimers).

3. Customer’s Inventory
Customer grants to CARFAX a license to access Customer’s inventory information from Customer’s management system, its online inventory host provider and/or its used vehicle listings advertised online on classified listings websites (including without limitation AutoTrader.com and cars.com) for purposes of the CARFAX Online Monitoring Service, the CARFAX Used Car Listings Program, the myCARFAX Service Shop Program and/or in connection with any other service offered by CARFAX.  In the event of termination of this Agreement, CARFAX may continue to use the inventory information already received by CARFAX. Customer is responsible for maintaining the quality, accuracy and completeness of its inventory information in compliance with all applicable federal and state laws.

4. CARFAX Advantage Dealer Program
Any Customer who is primarily in the business of retail sale of vehicles in its inventory is eligible for the CARFAX Advantage Dealer Program.  For purposes of clarification, CARFAX offers alternative programs to Customers that are primarily engaged in other sales activities in the used vehicle market place (such as Customers primarily engaged in the acquisition or sale of vehicles in the wholesale market and/or Customers engaged in the business of providing online vehicles listings services). Customer must have vehicles listed online to qualify for the CARFAX Advantage Program.  In the event that Customer does not have a vehicle listings website, Customer may subscribe to the CARFAX Website Package.  Customer understands that each Location must participate in the Advantage Dealer Program.  Customer agrees that it will pay (or will direct each Location to pay, at Customer’s election) CARFAX a separate monthly fee for each Location throughout the term.  Customer certifies that Exhibit A to Customer’s Application provides a complete list of all Locations as of the Effective Date.  Customer will notify CARFAX in writing of any dealership acquisitions, dispositions, and ownership or management changes affecting the list of Locations provided to CARFAX within thirty (30) days of such changes and such notice will be deemed to amend such list of Locations.  Even if Customer fails to notify CARFAX regarding any changes to Locations during the term, CARFAX will add or remove such Locations from the Customer’s Advantage Dealer Program subscription when CARFAX becomes aware of any changes to Customer’s Locations and Customer shall be liable for any additional fees accruing as a result of Customer’s failure to notify CARFAX in a timely manner. The products and services offered by CARFAX to each Location will be used for such Location’s benefit only, and will not be used for the benefit of any other Location.  To the extent a CARFAX Advantage Dealer has, through membership in a preferred pricing program (including without limitation its status as a certified pre-owned dealer for an original equipment manufacturer), access to preferred per-CARFAX Report pricing, Customer understands that the terms of this Agreement supersede such arrangement, and Customer will not be charged an additional amount for any CARFAX Reports run in conjunction with such program, nor will Customer be entitled to a credit for any such CARFAX Reports, unless the arrangement between CARFAX and the entity administering such program specifically provides otherwise.

5. Limited CARFAX Advantage Program
An eligible Customer may subscribe to the CARFAX Advantage Program on a limited basis.  If at any time during the term of the limited subscription Customer is no longer eligible to participate in the CARFAX Advantage Program on a limited basis, CARFAX reserves the right to change Customer’s subscription to the appropriate CARFAX Program.  Customer may run CARFAX Reports for Customer’s purposes only, and will not run CARFAX Reports for the benefit of any other third party.  If Customer exceeds the allocated number of CARFAX Vehicle History Reports (“VHRs”) and/or CARFAX Auction Quick Check reports identified on the Application in any month, Customer will pay an amount equal to the price per VHR and/or CARFAX Auction Quick Check report identified on the Application for each VHR or CARFAX Auction Quick Check, as applicable, in excess of the allocated number.  No credits will be given in the event that Customer’s usage in any month is less than that permitted pursuant to this Agreement, either as a refund or to use in any subsequent month or for any other CARFAX products or services.  Customer’s limited participation in the CARFAX Advantage Program will qualify Customer to subscribe for a Dealership Website and/or to the CARFAX Used Car Listings Program.    

6. CARFAX Pay-Per-VIN Program
On a monthly basis, Customer will pay at least the monthly minimum amount (as may be revised from time-to-time) identified on the Application.  In the event that the amount calculated based on total usage of CARFAX products and services identified on the Application by Customer for a particular month is greater than the monthly minimum fee, then Customer will pay the amount due for total usage for such month.  In the event that the amount calculated based on total usage for a particular month is equal to or less than the monthly minimum fee, then Customer will pay the monthly minimum fee. No credits will be given in the event that Customer’s usage of CARFAX products and services identified on the Application is less than the monthly minimum for that month, either as a refund or to use in any subsequent month or for any other CARFAX products or services.  

7. Changes to Customer’s Subscription
Upon the expiration of the initial period, Customer may change the CARFAX Report Program to which it is subscribed by completing and submitting a new Application for the applicable CARFAX Report Program, so long as Customer meets the eligibility criteria, if any.  CARFAX Report Program means the CARFAX Advantage Dealer Program (including the Limited CARFAX Advantage Dealer Program) or the CARFAX Pay-Per-VIN Program.  Changes to Customer’s subscription will become effective as of the date identified on the new Application; provided, that subscribers to the CARFAX Advantage Dealer Program must provide CARFAX with at least 30 days written notice prior to any change to such Customer’s subscription.  The last Application received by CARFAX will supersede and terminate any other Application submitted by Customer in connection with the CARFAX Report Program.

8. CARFAX Online Monitoring Service
If Customer is eligible for the CARFAX Online Monitoring Service and does not opt out, Customer authorizes CARFAX to run CARFAX Reports for the vehicle identification numbers ("VINs") in Customer's used vehicle inventory for which Customer has not run a CARFAX Report or for which the CARFAX Report has expired. Subscribers to the CARFAX Advantage Dealer Program may not opt out of receiving this service.  Customer will pay its contract price for each CARFAX Report run hereunder. Customer (other than subscribers to the CARFAX Advantage Dealer Program) may notify CARFAX, in writing, if they no longer wish to continue receiving this service, and CARFAX will cancel the service for such Customers within 7 business days of receipt of such notice.

9. CARFAX Used Car Listings – Basic Listings
In connection with the CARFAX Used Car Listings Program, CARFAX may, but has no obligation to, display vehicles in Customer’s inventory for which Instant CARFAX Reports are available.  CARFAX may (but has no obligation to) include information regarding Customer’s dealership name, address and inventory information and Customer hereby grants to CARFAX the right to use Customer's name, trademarks and/or inventory information for such purpose.  Customer may opt out of listing its inventory in the CARFAX Used Car Listings Program by providing written notice to CARFAX and CARFAX will stop providing such listing service to Customer within 7 business days of receipt of such notice.

10. myCARFAX Service Shop
Customer authorizes the release to CARFAX of data, including VIN, date, mileage and, as applicable, service codes and repair descriptions from Customer's inventory, sales and/or service records ("Service Data"). Customer will provide Service Data to CARFAX via Customer's management system or data services vendor for perpetual use by CARFAX and its affiliates in its and their products and services. An “affiliate” is any entity that, directly or indirectly, controls, is controlled by or is under common control with, CARFAX. For purposes of this definition, “control” means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership, by contract or otherwise.  For as long as Customer continues to provide Service Data to CARFAX, CARFAX will acknowledge Customer on CARFAX Reports as the service provider for the applicable service records and Customer hereby grants to CARFAX the right to use Customer's name and/or trademarks for such purpose. Customer understands that CARFAX relies on its sources for the accuracy and reliability of their information, and therefore Customer will notify CARFAX of erroneous information provided by Customer to CARFAX. Customer must notify CARFAX in writing if Customer desires not to provide Service Data to CARFAX as set forth herein. Termination of Customer’s access to the VHS and/or CARFAX Reports for any reason will not terminate Customer's obligation to provide Service Data to CARFAX unless Customer notifies CARFAX in writing. In the event of termination of this Agreement or if Customer discontinues providing Service Data to CARFAX, CARFAX and its affiliates may continue to use the Service Data already provided. For Customers that are ADP Users: Customer hereby authorizes Digital Motorworks, Inc. ("DMi") (as CARFAX's data services vendor and a wholly-owned subsidiary of ADP) to access the Customer’s vehicle inventory data, using the existing ADP ADMIN log-in, for the myCARFAX Service Shop program which will require no additional set up of passwords or modems.

11. Dynamic Window Stickers
If Customer subscribes to CARFAX’s dynamic window sticker service, CARFAX will permit Customer’s window sticker provider to print window stickers with VIN-specific CARFAX Report information on all of Customer’s retail used vehicle inventory. Customer understands that, in order to provide this service, CARFAX must share Customer’s username and password with Customer’s window sticker provider. Customer authorizes CARFAX to (i) provide Customer’s username and password to such window sticker provider and (ii) allow such window sticker provider to run CARFAX Reports on any VINs in Customer’s retail used vehicle inventory for which CARFAX Reports have not been run or for which the CARFAX Report has expired. Customer understands that Customer is liable and must pay its contract price for any and all CARFAX Reports run using Customer’s CARFAX subscription account.  Customer may opt out of CARFAX’s dynamic window sticker service by providing written notice to CARFAX and CARFAX will stop providing such service to Customer within 7 business days of receipt of such notice.  For Customer using Autobase as its window sticker provider, Customer understands that it must use the Autobase.com DMS polling service in order for Autobase to print window stickers with CARFAX Report information.  If Customer does not currently use Autobase.com as its DMS polling service, Customer understands that it will be contacted by an Autobase.com representative to subscribe Customer to Autobase.com. 

12. Disclaimers; Limited Liability
Customer acknowledges that CARFAX is collecting data from public records and other sources for use in the VHS and that this data may contain errors and omissions. CARFAX does not guarantee the correctness or completeness of the VHS or the CARFAX Reports and CARFAX will not be liable for any loss or injury caused, in whole or part, either by its procuring, compiling, collecting, interpreting or making available the VHS. Customer understands that not all information is available for all states and that CARFAX does not have access to some information that may be available to other parties. Customer also understands there may be a period of time between receipt of certain information by CARFAX and its inclusion of such information into the VHS. Customer acknowledges that the VHS does not provide any conclusions regarding the condition of any vehicle, and Customer assumes full responsibility with respect to its decisions and transactions using the VHS. Customer recognizes that CARFAX's sole obligation in the case of erroneous data, when notified in writing by Customer of such erroneous data, is correction of the record in question. CARFAX MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, AND CARFAX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Customer agrees that CARFAX's liability for damages, regardless of the form of action, shall not exceed the amount paid by Customer for the individual CARFAX Report from the VHS in question (or, in the case of Customers in the CARFAX Advantage Program, the monthly fee paid by the affected Location for the month in which the individual CARFAX Report in question was run). IN CONNECTION WITH THE CARFAX USED CAR LISTINGS PROGRAM, CUSTOMER UNDERSTANDS THAT CARFAX LISTS THE INVENTORY INFORMATION PROVIDED TO CARFAX “AS IS” AND “AS AVAILABLE” AND CARFAX WILL HAVE NO LIABILITY FOR ANY INFORMATION LISTED IN CONNECTION WITH THE CARFAX USED CAR LISTINGS PROGRAM, INCLUDING WITHOUT LIMITATION THE ACCURACY OR COMPLETENESS OF THE INVENTORY INFORMATION OR FOR NON-COMPLIANCE WITH APPLICABLE FEDERAL OR STATE LAWS. 



CARFAX Used Car Listings Program – Enhanced Listings back to top


13. Eligibility Criteria; Cancellation
In order to subscribe to enhanced listings pursuant to the CARFAX Used Car Listings Program (“Enhanced Listings”), Customer must be a current subscriber to the CARFAX Advantage Dealer Program.  Customer’s subscription to Enhanced Listings will continue in effect for the initial period identified on the Application and will automatically renew for successive one year terms unless a different renewal term is set forth in the Application.  Customer’s subscription to Enhanced Listings will start on the initial term start date or contract date, as identified on the Application, and continue in effect through the end of the initial term or promotional term, as identified on the Application, and will automatically renew for successive one year terms unless a different renewal term is set forth in the Application. In the event that Customer desires to cancel Customer’s subscription to Enhanced Listings at any time during a renewal term, Customer may do so with at least thirty (30) days’ prior written notice to dealercancellations@carfax.com specifically identifying Enhanced Listings as the service to be terminated.  Fees will be due and payable through the last day of the month in which the thirty (30) days’ notice period expires.  Failure to provide notice of cancellation to the email address provided herein will be deemed invalid notice of cancellation.   

14. Listings Information
Customer will provide, or will instruct its inventory management system to provide, to CARFAX or CARFAX’s third party service provider, on at least a daily basis, or more often as requested by CARFAX, all then-current information regarding its inventory, including without limitation pictures, price, vehicle description, legal disclosures and disclaimers and any additional information customarily displayed on Customer’s used vehicle listings (“Listings Information”). Customer grants to CARFAX and its affiliates a, perpetual royalty-free, fully sublicensable right to use, reproduce, publish, translate, distribute, store, and display throughout the world in any media, the Listings Information in connection with any services offered by CARFAX.  In the event of termination of this Agreement, CARFAX may continue to use the Listings Information already provided. In the event that the Listings Information is not made available to, or is unusable by, CARFAX or its third party service provider, the Listings Information will not be displayed.  Neither CARFAX nor its third party service provider will be liable for any delays or failure to display Listings Information if such delay or failure is due to Customer’s actions or inactions, and in such case, Customer will still be responsible for the applicable fees.  Customer understands that CARFAX may share Customer’s Listings Information with any third party for any purpose; provided, that if Customer desires to opt out of having its Listings Information published on any other third party vehicle listings website which is also hosted by CARFAX’s service provider, Customer must notify CARFAX by submitting a request to:  CARFAX Used Car Listings Data Opt Out (listings-data-optout@carfax.com).  Upon receipt of Customer’s email, CARFAX will notify Customer in writing within five (5) business days if CARFAX accepts such request.  Customer understands that, even if CARFAX accepts Customer’s opt out request, Customer is solely responsible for the information provided by its inventory management system provider and for instructing its inventory management system provider to provide the information for CARFAX’s purposes only.

15. Positioning
CARFAX has sole discretion regarding the display, positioning and “look and feel” of the Listings Information.  CARFAX may, but has no obligation to, enhance the CARFAX Used Car Listings Program by providing additional products and services in connection therewith.  Customer acknowledges that CARFAX makes no guarantees with respect to impressions, usage statistics, visitor actions and/or traffic that may be delivered. 

16. Customer Representations and Warranties
Customer represents and warrants that (a) all information provided to CARFAX (including without limitation Customer’s dealership information, lead form contact information, information regarding inventory management system provider and Listings Information) is and will remain current, complete and accurate and Customer will update such information, as necessary; (b) the Listings Information and all other information provided by Customer for publication, the content  to which a visitor may be directed through any Universal Resource Locator link (“Link”) provided by Customer, Customer’s provision of its products and services to visitors of CARFAX Used Car Listings, and Customer’s use of personal information of visitors that may respond to the Listings Information (i) will comply with all applicable laws, rules and regulations (including without limitation all laws relating to consumer privacy, false or deceptive advertising, motor vehicle advertising and automotive finance, and the conduct of sweepstakes or other promotions), (ii) will not contain any libelous, obscene, indecent or otherwise unlawful material or materials that do not conform to CARFAX’s policies and guidelines, (iii) will not contain any viruses or other malware, or (iv) will not infringe any rights of any third party, including without limitation any contractual rights, copyright, trademark or trade secret rights, or any right of privacy or publicity; and (c) Customer will only use the contact information submitted by a visitor of CARFAX Used Car Listings to communicate with the visitor regarding the vehicle for which information was requested unless Customer obtains express consent, in compliance with all applicable federal and state laws, from such visitor to make additional contacts.

17. Disclaimers; Limited Liability
CARFAX MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE CARFAX USED CAR LISTINGS PROGRAM WILL FUNCTION WITHOUT INTERRUPTION OR ERROR. CARFAX USED CAR LISTINGS PROGRAM IS PROVIDED "AS IS" AND “AS AVAILABLE”. CARFAX will not have any liability for any loss or damage resulting from (i) interruption or errors in the functioning of the CARFAX Used Car Listings Program, or (ii) errors in any information provided by Customer.  Customer agrees that CARFAX's liability for damages, regardless of the form of action, shall not exceed the monthly fee for Enhanced Listings paid by the affected Location for the month in which the Listings Information in question was displayed on CARFAX Used Car Listings. Customer understands that even if Customer opts out of sharing Listings Information in accordance with Section 14, a third party vehicle listings website may receive substantially similar information from Customer’s inventory management system provider or a source other than CARFAX and CARFAX has no control over or obligation in connection with any information received by a third party vehicle listings website from a source other than CARFAX. In the event that Customer demonstrates that (a) Customer submitted a request to opt out of sharing Listings Information with any third party vehicle listings website in accordance with Section 14 and CARFAX confirmed its acceptance of such request in writing; AND (b) such third party vehicle listings website (i) is hosted by CARFAX’s service provider for the CARFAX Used Car Listings Program and (ii) acquired the Listings Information from CARFAX’s service provider solely as a result of Customer providing the Listings Information to CARFAX for the CARFAX Used Car Listings Program, Customer’s exclusive remedy and CARFAX’s sole obligation will be to instruct CARFAX’s service provider to remove such Listings Information from such third party vehicle listings website. CUSTOMER ACKNOWLEDGES THAT ANY DISCLOSURE STATEMENTS OR DISCLAIMERS THAT MAY BE MADE AVAILABLE TO CUSTOMER BY CARFAX FOR USE WITH THE LISTINGS INFORMATION ARE FOR CUSTOMER’S CONVENIENCE ONLY AND THAT CUSTOMER ALONE IS RESPONSIBLE FOR ENSURING THAT ALL LISTINGS INFORMATION COMPLY WITH ALL APPLICABLE LAWS. UNDER NO CIRCUMSTANCES WILL CUSTOMER ASSERT ANY CLAIM AGAINST CARFAX OR ANY CARFAX SERVICE PROVIDER ARISING OUT OF THE FAILURE OF ANY LISTINGS INFORMATION TO COMPLY WITH APPLICABLE LAW.  CUSTOMER UNDERSTANDS AND AGREES THAT CARFAX HAS THE RIGHT BUT NOT THE OBLIGATION TO REVIEW LISTINGS INFORMATION FOR ERRORS, INACCURACIES OR NONCOMPLIANCE WITH CUSTOMER’S REPRESENTATIONS AND WARRANTIES AND MAY CORRECT SUCH ERRORS, INACCURACIES OR NONCOMPLIANCE, BUT SUCH REVIEW AND REVISION DOES NOT CHANGE THE RIGHTS AND OBLIGATIONS OF THE PARTIES OR GIVE RISE TO ANY CLAIMS AGAINST CARFAX. 



CARFAX Retargeting Program back to top


18. Eligibility Criteria/Cancellation
Customer’s subscription to CARFAX Retargeting Program will continue in effect for the initial period identified on the Application and will automatically renew for successive one month terms unless a different renewal term is set forth in the Application.  Customer’s subscription to the CARFAX Retargeting Program will terminate if Customer fails to maintain a current subscription to the CARFAX Used Car Listings Program.

19. Banner Advertisements
Customer hereby grants to CARFAX a limited, royalty-free and fully sublicensable license and right to use the Listings Information to create banner advertisements on behalf of Customer and to use and reproduce, publish, translate, distribute, store, and display throughout the world in any media such banner advertisements for purposes of the CARFAX Retargeting Program.  Customer must ensure that CARFAX has access to the most accurate Listings Information, including a complete list of Customer’s inventory, to facilitate greater user experience.      

20. Positioning; Right to Reject
CARFAX has sole discretion regarding the display and positioning of banner advertisements.  CARFAX reserves the right to cancel any space reservation or position commitment at any time. Without limiting the generality of the foregoing, CARFAX reserves the right (but assumes no obligation) to refuse to display or stop displaying any Listings Information or any Link(s) provided by Customer if, in CARFAX’s sole discretion, such Link and/or any materials provided by Customer hereunder (including but not limited to Customer’s trademarks, service marks or Links) (collectively, “Customer Materials”) do not conform to CARFAX’s policies and guidelines.  

21. Customer Representations and Warranties
Customer represents and warrants that the Listings Information or the content to which a visitor may be directed through any banner advertisement (a) will comply with all applicable laws, rules and regulations, (b) will not contain any libelous, obscene, indecent or otherwise unlawful material or materials that do not conform to CARFAX’s policies and guidelines and (c) will not infringe any rights of any third party, including without limitation any intellectual property rights, or any right of privacy or publicity.

22. Disclaimers; Limited Liability
CARFAX does not make any guarantees with respect to retargeting or usage statistics or levels of impressions for any banner advertisement. CARFAX, through a third party vendor, provides Customer with estimated usage statistics only as a courtesy to Customer and neither CARFAX nor such third party vendor will be liable for any claims relating to retargeting or usage statistics. CARFAX MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT ANY BANNER ADVERTISEMENTS WILL BE DISPLAYED WITHOUT INTERRUPTION OR ERROR. CARFAX RETARGETING PROGRAM PACKAGE IS PROVIDED "AS IS" AND “AS AVAILABLE”. CARFAX HAS THE RIGHT BUT NOT THE OBLIGATION TO REVIEW LISTINGS INFORMATION FOR ERRORS, INACCURACIES AND NONCOMPLIANCE WITH CUSTOMERS REPRESENTATIONS AND WARRANTIES AND MAY CORRECT SUCH ERRORS, INACCURACIES OR NONCOMPLIANCE, BUT SUCH REVIEW AND REVISION DOES NOT CHANGE THE RIGHTS AND OBLIGATIONS OF THE PARTIES OR GIVE RISE TO ANY CLAIMS AGAINST CARFAX.  In the event that CARFAX fails to push a banner advertisement or issue a "cookie" for retargeting purposes (or in the event of any other failure, technical or otherwise, of such banner advertisements to appear), CARFAX’s sole liability will be limited to placement of the banner advertisement in a comparable position at a later time.



CARFAX Website Package back to top


23. Eligibility Criteria; Cancellation
CARFAX or its third party service provider will deploy, maintain and host a dealership website on behalf of Customer (“Dealer Website”).  In order to subscribe to the Dealer Website, Customer must be a then-current subscriber to the CARFAX Advantage Dealer Program. In the event that Customer does not list vehicles online, Customer must provide a reasonably accurate estimate of the number of vehicles in Customer’s inventory.  In the event that the inventory number provided by Customer does not reasonably align with Customer’s actual inventory numbers, CARFAX may revise any or all fees due from Customer prior to the expiration of the Initial Term or at any time thereafter.  The Dealer Website will be deployed on a CARFAX template that establishes the look and feel of the Dealer Website, including but not limited to the use and placement of the CARFAX Marks (as defined in Section 43).  Customer may access the Dealer Website management system (“Management System”) and opt to use an alternate look and feel for the Dealer Website based on designs offered in the Management System, provided, that, (a) Customer continues to comply with the use and placement requirements in connection with the CARFAX Marks, (b) the alternate design does not offer or include any additional features or options not offered by CARFAX, and (c) CARFAX reserves the right to review and approve the look and feel of such Dealer Website.   Customer’s subscription to the Dealer Website will continue in effect for an initial period of three months and thereafter will automatically renew for successive one month terms unless a different renewal term is set forth in the Application.  Customer’s subscription to the Dealer Website will terminate if Customer fails to maintain a current subscription to the CARFAX Advantage Dealer Program.

24. Dealer Website Information
Customer will provide, or will instruct its inventory management system to provide, to CARFAX or CARFAX’s third party service provider, on at least a daily basis, or more often as requested by CARFAX, all then-current information regarding its inventory, including without limitation pictures, price, vehicle description, legal disclosures and disclaimers and any additional information customarily displayed on Customer’s used vehicle listings (“Dealer Website Information”). Customer grants to CARFAX and its affiliates a perpetual, royalty-free and fully sublicensable right to use, reproduce, publish, translate, distribute, store, and display throughout the world in any media, the Dealer Website Information for any purpose.  In the event that the Dealer Website Information is not made available to, or is unusable by, CARFAX or its third party service provider, the Dealer Website will not be created on behalf of Customer.  Neither CARFAX nor its third party service provider will be liable for any delays or failure to create the Dealer Website if such delay or failure is due to Customer’s actions or inactions. In addition, if Customer fails to keep current the Dealer Website Information, or otherwise engage with users of the Dealer Website, CARFAX may, at its sole discretion, suspend or terminate the Dealer Website. In each such case, Customer will still be responsible for all applicable fees.  Customer acknowledges and agrees that CARFAX may, but has no obligation to, preserve the Dealer Website Information and may also disclose any such preserved information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with legal process; and/or (b) enforce this Agreement. Technical processing and transmission of the Dealer Website, including the Dealer Website Information, may involve (x) transmissions over various networks; and (y) changes to conform and adapt to technical requirements of connecting networks or devices.  Customer understands that CARFAX may share Customer’s Dealer Website Information with any third party for any purpose; provided, that if Customer desires to opt out of having its Dealer Website Information published on any other third party website or auto mall that offers vehicle listings services at no additional cost to Customer, Customer may notify CARFAX of its option through the Management System.  Notwithstanding the foregoing sentence permitting Customer to opt out of publishing Dealer Website Information on third party vehicle listings websites or auto malls, if Customer also subscribes to the CARFAX Used Car Listings Program, the provisions in Section 14 will supersede Customer’s option to opt out pursuant to this Section 24. 

25. Customer Representations and Warranties
Customer represents and warrants that (a) all information provided to CARFAX (including without limitation Customer’s dealership information, lead form contact information, information regarding inventory management system provider and Dealer Website Information) is and will remain current, complete and accurate and Customer will update such information, as necessary; (b) Customer will provide CARFAX and/or CARFAX’s third party service provider with a privacy statement and terms of service directed towards visitors of the Dealer Website, which will be posted on the Dealer Website; (c) the Dealer Website Information and all other information provided by Customer for publication, the content  to which a visitor may be directed through any Link provided by Customer, Customer’s provision of its products and services to visitors of the Dealer Website, and Customer’s use of personal information of visitors that visit the Dealer Website, (i) will comply with all applicable laws, rules and regulations (including without limitation all laws relating to consumer privacy, false or deceptive advertising, motor vehicle advertising and automotive finance, and the conduct of sweepstakes or other promotions) and the privacy statement, (ii) will not contain server side executable scripts, excessively large graphics, html content, or any other content that either corrupts, impedes, or slows the normal operation of the servers, (iii) will not contain any libelous, obscene, indecent or otherwise unlawful material or materials that do not conform to CARFAX’s policies and guidelines, (iv) will not contain any viruses or other malware, or (v) will not infringe any rights of any third party, including without limitation any contractual rights, copyright, trademark or trade secret rights, or any right of privacy or publicity; (d) Customer will only use the contact information submitted by a visitor of the Dealer Website in compliance with the privacy statement posted on the Dealer Website and all applicable federal and state laws, rules and regulations; (e) Customer will maintain the confidentiality of the password and account in connection with the Dealer Website, and will be fully responsible for all activities that occur under Customer’s password or account and will immediately notify CARFAX of any unauthorized use of Customer’s password or account or any other breach of security; and (f) Customer will not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Dealer Website for any purpose other than for the sole purpose of posting vehicles available for sale that are owned by Customer. The Dealer Website will list all vehicles from all Customer Locations.  All vehicles posted on the Dealer Website must be located at Customer’s Location(s) and must be available at Customer’s Location(s) for consumers’ inspection. At no time may Customer post vehicles not owned by Customer to the Dealer Website, provided that, for purposes of this Section, any vehicle that is being sold on consignment or being 'floor-planned' shall be considered to be owned by Customer. CARFAX is not and will not be liable for any loss or damage arising from Customer’s failure to comply with this Section.

26. Links on Third Party Websites
CARFAX may offer Customer the ability to offer Customer’s inventory on third party websites and create Links from such third party website to the Dealer Website.  Customer understands and acknowledges that each such third party website will have its own terms of service, terms of use and/or privacy statement (collectively, “Third Party Terms”).  Customer must comply with each such Third Party Terms.  

27. Domain Name
Customer is responsible for any and all charges, maintenance, levies, and taxes that are associated with the ownership of Customer’s specific domain name(s). If requested to do so, CARFAX or its third party service provider will act on behalf of the Customer to secure a new domain name if that name is available. If the Customer wishes to use a specific domain name currently owned by Customer to point to the Dealer Website, CARFAX or its third party service provider may process the transfer of the existing domain name so that it properly points to the Dealer Website. Additional charges may arise as a result of the costs associated with this transfer process and CARFAX will notify the Customer of any additional charges that arise prior to taking any action that will incur additional cost to Customer. To expedite the redirection of an existing domain name to the Dealer Website, CARFAX or its third party service provider may, at CARFAX’s discretion re-register the domain name. CARFAX or its third party service provider will act as the official register contact for any domain name(s) used for the Dealer Website, but Customer will remain the actual owner of the domain name(s). CARFAX or its third party service provider shall not be liable for any delays in the transfer or registration of a domain for any reason, or for the failure to register or transfer Customer’s requested domain name. Should an ownership dispute arise between Customer and any third party over the use of any domain name, CARFAX or its third party service provider shall not be liable for any costs, expenses or obligations incurred as a result of such dispute and Customer is responsible for its own legal and other incidental expenses that arise as a result of any such dispute(s) and Customer shall indemnify, defend and hold harmless CARFAX and/or its third party service provider for any costs incurred by it or them in connection with such dispute(s). CARFAX or its third party service provider shall not be liable if Customer loses ownership of a domain name for any reason. Changes or modifications made to the nameserver information by Customer that results in Customer’s domain name no longer being directed to the Dealer Website shall constitute abandonment and as such may result in immediate termination of the Dealer Website and removal of all Dealer Website Information.

28. Enhanced Services
The Dealer Website offered by CARFAX will include the ability to post information regarding Customer’s name, location and hours of operation, provide Customer’s terms of service and privacy statement, list Customer’s vehicle inventory and provide Instant CARFAX Report links.  In addition, CARFAX’s third party service provider may offer additional enhanced features directly to Customer.  CARFAX does not endorse, support, sanction, encourage, verify or agree with any such enhanced services offered or provided to Customer by CARFAX’s third party service provider and/or any other third party through CARFAX’s service provider and/or the Management System. Any business dealings with, or participation in such enhanced features offered by the third party service provider and/or any other third party, including payment and delivery of related goods or services, compliance with all laws and any other terms, conditions, warranties or representations associated with such dealings, are solely between Customer and such third party. CARFAX shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and Customer shall indemnify CARFAX and its affiliates, as set forth in Section 51, resulting from any such dealings.

29. Disclaimers; Limited Liability
CARFAX MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE DEALER WEBSITE WILL FUNCTION WITHOUT INTERRUPTION OR ERROR. THE DEALER WEBSITE IS PROVIDED "AS IS" AND “AS AVAILABLE”. CARFAX will not have any liability for any loss or damage resulting from (a) interruption or errors in the functioning of the Dealer Website, or (b) errors in any information provided by Customer.  Customer agrees that CARFAX's liability for damages in connection with the Dealer Website, regardless of the form of action, shall not exceed one hundred dollars ($100.00). CUSTOMER ACKNOWLEDGES THAT ANY DISCLOSURE STATEMENTS, TERMS OF SERVICE, PRIVACY STATEMENTS OR DISCLAIMERS THAT MAY BE MADE AVAILABLE TO CUSTOMER BY CARFAX FOR USE WITH THE DEALER WEBSITE ARE FOR CUSTOMER’S CONVENIENCE ONLY AND THAT CUSTOMER ALONE IS RESPONSIBLE FOR ENSURING THAT THE DEALER WEBSITE COMPLIES WITH ALL APPLICABLE LAWS. UNDER NO CIRCUMSTANCES WILL CUSTOMER ASSERT ANY CLAIM AGAINST CARFAX OR ANY CARFAX SERVICE PROVIDER ARISING OUT OF THE FAILURE OF THE DEALER WEBSITE TO COMPLY WITH APPLICABLE LAW.  CUSTOMER UNDERSTANDS AND AGREES THAT CARFAX HAS THE RIGHT BUT NOT THE OBLIGATION TO REVIEW DEALER WEBSITE INFORMATION FOR ERRORS, INACCURACIES AND NONCOMPLIANCE WITH CUSTOMER’S REPRESENTATIONS AND WARRANTIES AND MAY CORRECT SUCH ERRORS, INACCURACIES OR NONCOMPLIANCE, BUT SUCH REVIEW AND REVISION DOES NOT CHANGE THE RIGHTS AND OBLIGATIONS OF THE PARTIES OR GIVE RISE TO ANY CLAIMS AGAINST CARFAX.



CARFAX Premium Advertising Package back to top


30. Eligibility Criteria/Cancellation
Customers who subscribe to the CARFAX Used Car Listings Program are not eligible to participate in the CARFAX Premium Advertising Package.  Customer’s subscription to CARFAX Premium Advertising Package will continue in effect for the initial period identified on the Application and will automatically renew for successive one month terms unless a different renewal term is set forth in the Application.  Customer’s subscription to the CARFAX Premium Advertising Package will terminate if Customer subscribes to the CARFAX Used Car Listings Program or fails to remain a CARFAX Advantage Dealer.  Once Customer’s subscription to the CARFAX Premium Advertising Package terminates for any reason, Customer will not be able to subscribe to the CARFAX Premium Advertising Package.

31. Provision of Materials
Customer will provide to CARFAX, and grant CARFAX a right to use, Customer's trademarks, service marks and any materials or Link(s) for use in the banner advertisements (“Customer Materials”). CARFAX will create the banner advertisements.  In connection with banner advertisements displayed on the CARFAX website(s) (to the extent available), Customer may provide its own banner advertisements so long as such banner advertisements comply with CARFAX’s policies in connection with the size, content and method of transmission.

32. Positioning; Right to Reject
CARFAX has sole discretion regarding the display and positioning of banner advertisements.  CARFAX reserves the right to cancel any space reservation or position commitment at any time. Without limiting the generality of the foregoing, CARFAX reserves the right (but assumes no obligation) to refuse to display or stop displaying any Customer Materials provided by Customer if, in CARFAX’s sole discretion, such Customer Materials do not conform to CARFAX’s policies and guidelines.  

33. Customer Representations and Warranties
Customer represents and warrants that the Customer Materials and the content to which a visitor may be directed through any banner advertisement (a) will comply with all applicable laws, rules and regulations, (b) will not contain any libelous, obscene, indecent or otherwise unlawful material or materials that do not conform to CARFAX’s policies and guidelines and (c) will not infringe any rights of any third party, including without limitation any intellectual property rights, or any right of privacy or publicity.

34. Disclaimers; Limited Liability
Not all features and functionality available under the CARFAX Retargeting Program is available under the CARFAX Premium Advertising Package.  CARFAX does not make any guarantees with respect to retargeting or usage statistics or levels of impressions for any banner advertisement. CARFAX, through a third party vendor, provides Customer with estimated usage statistics only as a courtesy to Customer and neither CARFAX nor such third party vendor will be liable for any claims relating to retargeting or usage statistics. CARFAX MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT ANY BANNER ADVERTISEMENTS WILL BE DISPLAYED WITHOUT INTERRUPTION OR ERROR. CARFAX PREMIUM ADVERTISING PACKAGE IS PROVIDED "AS IS" AND “AS AVAILABLE”. CARFAX HAS THE RIGHT BUT NOT THE OBLIGATION TO REVIEW CUSTOMER MATERIALS FOR ERRORS, INACCURACIES AND NONCOMPLIANCE WITH CUSTOMERS REPRESENTATIONS AND WARRANTIES AND MAY CORRECT SUCH ERRORS, INACCURACIES OR NONCOMPLIANCE, BUT SUCH REVIEW AND REVISION DOES NOT CHANGE THE RIGHTS AND OBLIGATIONS OF THE PARTIES OR GIVE RISE TO ANY CLAIMS AGAINST CARFAX.  In the event that CARFAX fails to push a banner advertisement or issue a "cookie" for retargeting purposes (or in the event of any other failure, technical or otherwise, of such banner advertisements to appear), CARFAX’s sole liability will be limited to placement of the banner advertisement in a comparable position at a later time.



CARFAX Service Booster back to top


35. Eligibility Criteria; Cancellation
To subscribe to the CARFAX Service Booster (“CARFAX Service Booster”), Customer must provide service data to CARFAX in accordance with these CARFAX Services Terms and Conditions.  Customer’s subscription to CARFAX Service Booster will continue in effect for the initial term identified on the Application and will automatically renew for successive one month terms unless a different renewal term is set forth in the Application.

36. Provision of Customer Lists
Customer agrees to provide, directly or through a service provider, VINs for the vehicles that were serviced by Customer and the email address(es) of the owner of the vehicle (collectively, “Customer List”), as available in Customer’s records on a periodic basis.  Customer agrees that, to obtain the Customer List from Customer’s service provider (if any), CARFAX may share information regarding this agreement with such service provider.  Customer authorizes CARFAX to (i) use the Customer List for the purpose of sending emails to customers encouraging such customers to provide rating and reviews for services received from Customer and other similar purposes (“Email Communications”) and (ii) store each Customer List for future Email Communications.  Customer agrees that CARFAX may include the Customer's name, trademarks, service marks or logos (“Customer Marks”) as well as comments and/or information provided by Customer in connection with the CARFAX Service Booster in Email Communications, CARFAX’s products and services and other media.

37. Customer Representations and Warranties
Customer represents and warrants that the Customer List and the inclusion of each email address contained therein complies with (i) all applicable laws, including without limitation, the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CANSPAM”) or Canada’s Anti-Spam Legislation (“CASL”), and (ii) any privacy statement provided by Customer to its customers.  Customer further represents and warrants that it has the full power and authority to provide CARFAX with the Customer List and each email address included in the Customer List.  As between CARFAX and Customer, Customer will be solely responsible for honoring any opt-out requests received from Customer’s customers and managing its opt-out lists to ensure that such customers that have opted-out no longer receive email messages promoting the Customer, including without limitation, by providing, at CARFAX’s option, such opt-out list and/or updated Customer Lists to CARFAX.      

38. Positioning
CARFAX has sole discretion regarding the display, positioning and “look and feel” of the CARFAX Service Booster, the CARFAX products and services and/or other media in which the CARFAX Service Booster is displayed. CARFAX may, but has no obligation to, enhance the CARFAX Service Booster by providing additional products and services in connection therewith. Customer acknowledges that CARFAX makes no guarantees with respect to impressions, usage statistics, visitor actions and/or traffic that may be delivered.

39. Disclaimers; Limited Liability
CARFAX does not make any guarantees with respect to any results from the CARFAX Service Booster, including without limitation with respect to any usage information provided by CARFAX or that negative reviews will not be submitted and/or displayed. CARFAX, may provide Customer with estimated statistics only as a courtesy and CARFAX will not be liable for any claims relating to such results or usage statistics. CARFAX MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE CARFAX SERVICE BOOSTER WILL DELIVER ANY SPECIFIC RESULT, WILL BE PROVIDED WITHOUT INTERRUPTION OR ERROR. THE CARFAX SERVICE BOOSTER IS PROVIDED “AS IS” AND “AS AVAILABLE”.  Customer agrees that CARFAX’s liability for damages, regardless of the form of action, shall not exceed the monthly fee paid by Customer for the month in which the issue arose.



General Terms back to top


40. Breach 
In the event of any breach of any provision of this Agreement by Customer, CARFAX may, at its option, terminate Customer’s access to (a) all CARFAX services pursuant to the Agreement or, (b) the CARFAX service in connection with which the breach occurred.

41. Notice of Termination
Except as specifically set forth in this Agreement, if Customer desires to cancel any CARFAX service, Customer must provide CARFAX at least thirty (30) days’ written notice prior to the renewal date for such service by sending an email specifically identifying the CARFAX service(s) to be cancelled to dealercancellations@carfax.com.  Fees for Customer’s subscription to the canceled service(s) will be due and payable through the last day of the month in which termination is effective in accordance with the terms of the Agreement.  Failure to provide notice of cancellation to the email address provided herein will be deemed invalid notice of cancellation.

42. Fees
a. Customer will pay all applicable fees at the rates in effect for Customer at the time of use of the CARFAX services. CARFAX may modify the fees or impose new fees for CARFAX services from time to time.  Each invoice shall be deemed to be accurate and fully payable by Customer unless Customer notifies CARFAX in writing within sixty (60) days of the date of an invoice that Customer disputes any invoiced amounts.  Customer will pay all taxes applicable to the Agreement in accordance with federal, state and local laws and regulations.
b. In the event of early termination of the Agreement by Customer or the suspension or termination of Customer’s subscription by CARFAX due to a breach of the Agreement by Customer, all fees for each CARFAX service to which Customer has subscribed shall become immediately due and payable for the unused months of the term for each CARFAX service. Similarly, in the event of suspension or early termination of some (but not all) CARFAX services for any reason, all fees for the applicable CARFAX service(s) will become immediately due and payable. In addition, in the event of suspension or early termination, Customer will pay all fees accrued through the date of suspension or termination plus the difference between the CARFAX published price and any discounted promotional pricing (including free service) that Customer was provided under the Agreement.  Customer understands and agrees that CARFAX may check Customer’s credit history at any time.  
c. Customer understands that it is liable for all fees (including any penalties or fees which may arise from any misuse or unauthorized use of Customer's account) arising out of the use of Customer's username(s) and password(s).  Customer will ensure that only authorized representatives of Customer are given Customer's username and password to access the VHS and/or the Management System. Without limiting any other rights or remedies in equity or law available to CARFAX, in the event that CARFAX reasonably believes that Customer has breached its obligations pursuant to this Agreement (including without limitation its obligations under Sections 2 and 4 of this Agreement), CARFAX reserves the right to change Customer’s Advantage Dealer Program subscription to a Pay-per-VIN subscription until such time as CARFAX is satisfied that Customer is no longer in breach of the Agreement. In addition, CARFAX reserves the right to impose, and Customer agrees to pay to CARFAX, an additional charge of $19.99 (or the then-applicable price of a single CARFAX Report if greater than $19.99) for each CARFAX Report that CARFAX determines was accessed in violation of the Agreement.
d. Customer agrees to pay CARFAX $25 for each check or ACH payment returned by Customer's financial institution.  Customer agrees to pay an interest rate of eighteen percent (18%) per annum, or the maximum allowed by law if less than 18%, on amounts more than thirty (30) days past due, as well as collection fees and legal fees where not prohibited by law. If Customer is sixty (60) days past due on the payment of any invoice, CARFAX may require direct payment via ACH permitting CARFAX to deduct the full monthly invoice amounts from Customer’s bank account on a recurring basis.  Similarly, if CARFAX agrees to reinstate Customer's access to any CARFAX service that was previously suspended or terminated for Customer's breach of the Agreement, CARFAX may also require (i) ACH authorization permitting CARFAX to deduct monthly invoice amounts from Customer’s bank account on a recurring basis, and/or (ii) payment of reactivation fee in effect at that time for each Location that was reactivated by CARFAX.  Customer will no longer be entitled to any discounted promotional pricing (including free service) in effect before suspension or termination.

43. CARFAX Trademarks
CARFAX grants to Customer a limited, nonexclusive, nontransferable license to use the trademark "CARFAX" and other CARFAX trademarks and logos ("CARFAX Marks") solely in connection with the Permitted Use. Customer must comply with the trademark guidelines provided or made available to Customer by CARFAX. Upon the termination of this Agreement or any services pursuant hereto, Customer must return or destroy all promotional materials bearing the CARFAX Marks in connection with such terminated service(s).  Customer acknowledges that Customer's use of the Marks shall inure to CARFAX's benefit.

44. Right to Use Customer Information
Customer acknowledges and agrees that CARFAX may share with third parties or use for any purpose, as CARFAX deems fit, any information provided by Customer in connection with this Agreement. 

45. Consent to Receive Future Offers
Customer expressly consents to receive marketing and advertising offers and other information via facsimile transmissions, telephone calls and/or texts, email, and direct mail from CARFAX or its affiliates. Such offers and information may be directed to the postal and email addresses, telephone number(s) and facsimile number(s) listed on any Application or to any other contact addresses and numbers used by Customer.  Customer affirms that Customer is the only subscriber for all of the telephone numbers provided. Customer also confirms that any business landline telephone number provided is not associated with a residence and is not assigned to any wireless telephone service. Customer agrees to notify CARFAX of any changes to the telephone numbers. Customer also agrees to waive all claims against CARFAX and its affiliates, and its and their directors, officers, employees and agents, involving the Telephone Consumer Protection Act of 1991.

46. Ratings and Reviews
CARFAX may request that users rate the services provided by the Customer.  CARFAX may include the ratings and/or reviews provided by users and any information provided by Customers in response to such ratings and reviews in CARFAX’s products and services and other media.  Customer represents and warrants that any information submitted by Customer, whether in response to a review submitted by a user or otherwise (a) will comply with all applicable laws, rules and regulations, (b) will not contain any libelous, obscene, indecent or otherwise unlawful material or materials that do not conform to CARFAX’s policies and guidelines (c) will not infringe any rights of any third party, including without limitation any intellectual property rights, or any right of privacy or publicity, (d) will not be intentionally misleading, disclose any information that identifies any user or makes such user identifiable, or is defamatory.  Customer is responsible for any information submitted by Customer, and once published, Customer may not be able to withdraw such information. Customer assumes all risks associated with the information submitted by Customer, including anyone's reliance on its quality, accuracy, or reliability.  Customer may not imply that any information submitted by Customer is in any way sponsored or endorsed by CARFAX.  CUSTOMER AGREES THAT CARFAX MAY DISPLAY THE RATINGS AND REVIEWS, AS SUBMITTED BY USERS, AND CARFAX HAS NO CONTROL OVER AND CANNOT INFLUENCE THE INFORMATION SUBMITTED BY SUCH USERS AND CARFAX IS NOT LIABLE FOR ANY STATEMENTS, REPRESENTATIONS, DESCRIPTIONS, COMMENTS, OR OPINIONS PROVIDED IN THE RATINGS OR REVIEWS SUBMITTED BY ANY USER.  CARFAX HAS THE RIGHT BUT NOT THE OBLIGATION TO REVIEW ANY INFORMATION SUBMITTED BY CUSTOMER FOR ERRORS, INACCURACIES AND NONCOMPLIANCE WITH ITS REPRESENTATIONS AND WARRANTIES AND MAY CORRECT SUCH ERRORS, INACCURACIES OR NONCOMPLIANCE, BUT SUCH REVIEW AND REVISION DOES NOT CHANGE THE RIGHTS AND OBLIGATIONS OF THE PARTIES OR GIVE RISE TO ANY CLAIMS AGAINST CARFAX. 

47. No Assignment or Resale
Customer may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights is void without CARFAX’s express written consent.

48. No Consequential or Incidental Damages
IN NO EVENT WILL CARFAX BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, OR ANY THIRD PARTY CLAIM OR DEMAND) EVEN IF CARFAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

49. Force Majeure
Without limiting any other provision in this Agreement, CARFAX will not have any liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of CARFAX affecting production or delivery hereunder in any manner. 

50. CARFAX Database Integrity
Customer will not upload or otherwise introduce any viruses, spyware or other software that jeopardizes the security or integrity of the VHS or any CARFAX website and/or mobile device application or otherwise interferes with the VHS, applicable CARFAX website and/or mobile device application functioning as intended by CARFAX.

51. Indemnification
Customer will indemnify, defend and hold CARFAX and its affiliates and its and their officers, directors, employees and agents harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) from any third party claims, suits, investigations or damages, either direct or indirect, arising out of (a) Customer's use of the VHS or CARFAX Reports for any purpose other than the Permitted Use or in a manner otherwise prohibited by the Agreement; (b) publication of any Listings Information; (c) publication of any Dealer Website; (d) publication of any Customer Materials or any content to which visitors may be directed through any banner advertisement; (e) any allegation that CARFAX and/or Customer does not have the proper right or authority to send an Email Communication to any email address(es) on a Customer List; (f) use of the Customer Marks by CARFAX infringes or misappropriates any copyright or other proprietary right of any third party; (g) any information or content provided by Customer; or (h) any breach of this Agreement by Customer.

52. Ownership
Customer acknowledges that the VHS, the CARFAX Reports, the CARFAX Used Car Listings Program, the CARFAX Service Booster and the Dealer Website, including without limitation the “look and feel” and all content furnished by CARFAX and all intellectual property contained therein or relating thereto are and will remain the property of CARFAX. As between the parties, CARFAX owns all rights in any information collected by CARFAX relating to visitors using the CARFAX Used Car Listings Website and/or the Dealer Website.

53. Survival
Section 10 (with respect to the provision of Service Data), Sections 12, 16, 17, 21, 22, 25, 29, 33, 34, 37 and 39 as applicable, Sections 41 and 42 (with respect to any unpaid fees), and Sections 44, 45, 46 48 51, 52, 53, 54 and CARFAX and its affiliates’ right to use any inventory data and/or service data provided by Customer during the Term will survive the expiration or termination of this Agreement

54. Dispute Resolution; Class Action Waiver; Governing Law; Jurisdiction and Venue.
a. MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER.  With respect to any claim, controversy, dispute, action, cause of action, issue, or request for relief arising out of or relating in any way to CARFAX products or services, or from any advertising for any such products or services, including any question regarding the existence, validity, or termination of the Agreement and/or these CARFAX Services Terms and Conditions, as well as any issue regarding the interpretation of this Section 54 (a “Dispute”), Customer and CARFAX agree as follows:
i. Customer and CARFAX both agree that any Dispute will be resolved by binding arbitration, rather than in court, except that Customer may assert claims in small claims court if the claims qualify and CARFAX may pursue a collection action against Customer in court.  Customer and CARFAX agree to give up any right to litigate a Dispute in a court or before a jury or to participate in a class action or representative action with respect to a Dispute.  This also includes any claims that arose before Customer accepted any agreement or these CARFAX Services Terms and Conditions, regardless of whether prior versions of the CARFAX Services Terms and Conditions required arbitration.  The Federal Arbitration Act (9 U.S.C. § 1 et seq.) and federal arbitration law apply to this Section 54(a).
ii. Customer and CARFAX agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, representative, consolidated or mass action.  Customer shall not join or consolidate claims or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity.  If this provision is found to be unenforceable, then the entirety of this Section 54(a) shall be null and void.
iii. If Customer has a Dispute and elects to seek arbitration or file in small claims court, Customer must first send to CARFAX, by certified mail, a written notice of the Dispute that (a) describes the nature and basis of the Dispute; (b) sets forth the specific relief sought and (c) includes a physical address and email address where Customer may be reached ("Notice").  The Notice must be addressed to:  General Counsel, CARFAX, Inc., 5860 Trinity Parkway, Suite 600, Centreville, VA 20120 (“Notice Address”).  If CARFAX and Customer do not reach an agreement to resolve the Dispute within 60 days after the Notice is received, Customer or CARFAX may commence an arbitration proceeding or file in small claims court.
iv. The arbitration will be governed by the AAA’s then current Commercial Arbitration Rules, as modified by these CARFAX Services Terms and Conditions, and will be administered by the AAA.  In the event of any conflict between these CARFAX Services Terms and Conditions and the AAA Commercial Arbitration Rules, the terms of these CARFAX Services Terms and Conditions will apply.  If the value of the claims is less than or equal to $50,000, the Dispute will be heard by a sole arbitrator, appointed in accordance with the AAA Commercial Arbitration Rules.  If the value of the claims is greater than $50,000, the Dispute will be heard by a panel of three arbitrators, with each party appointing an arbitrator and the party-appointed arbitrators selecting a third arbitrator to serve as the chairperson.  Any hearing shall take place in Washington, D.C.
v. The arbitrator(s) shall apply the law specified in Section 54(b) of these CARFAX Services Terms and Conditions.  The arbitrator(s) can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief), and must follow the terms of these CARFAX Services Terms and Conditions as a court would.  Except for any relief required by statute, the arbitrator(s) may not award relief in excess of or contrary to what the Agreement provides or order consolidation or arbitration on a class wide or representative basis.
vi. Any arbitration will be confidential. Neither Customer, CARFAX, the AAA nor the arbitrator(s) may disclose the existence, content (including any oral or written submissions) or results of any arbitration, except as may be required by law or for purposes of enforcing or challenging the arbitration award.
vii. Judgment on any arbitration award may be entered in any court having proper jurisdiction.  Customer and CARFAX agree that arbitration is final and binding and subject to only very limited review by a court.  Customer and CARFAX waive the right to any form of appeal, review or recourse to any court or other judicial authority.
b. Governing Law.  By purchasing or using any CARFAX product or service, Customer agrees that the Federal Arbitration Act, applicable federal law, and laws of the Commonwealth of Virginia, without regard to its conflict of laws rules, including, but not limited to, the Uniform Computer Information Transactions Act ("UCITA"), will govern the Agreement, as well as any Dispute that might arise between Customer and CARFAX.
c. Jurisdiction and Venue.  If for any reason a Dispute proceeds in court rather than in arbitration or small claims court, each party waives any right to a jury trial and agrees that any such proceeding shall be conducted only on an individual basis and not in a class, representative, consolidated or mass action.  Under such circumstances, except for a collection action by CARFAX, Customer and CARFAX agree that the jurisdiction and venue shall be vested exclusively in the state courts in Fairfax County, Virginia, or the U.S. District Court for the Eastern District of Virginia, Alexandria Division.  If any part of this Section 54(c) is found to be unenforceable, the remainder of Section 54 and this Section 54(c) shall still be given full force and effect. 

55. Compliance with Laws
Customer shall comply with all applicable federal, state and local laws, rules and regulations with respect to its performance under this Agreement.

56. English Language Only
The parties confirm that it is their wish that the Agreement and any other documents delivered or given pursuant to the Agreement, including notices, have been and shall be in the English language only. Les parties aux présents confirment leur volonté que cette convention de même tous les documents, y compris tout avis, s'y rattachant, soient rédigés en anglais seulement.

57. Entire Agreement; Modification; Notice
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and terminates and supersedes all previous agreements, whether oral or written, relating to the same subject matter. CARFAX reserves the right to discontinue or modify any aspect of any services offered by CARFAX and/or these CARFAX® Services Terms and Conditions and to impose new or additional terms or conditions at any time. CARFAX will post modifications to these CARFAX® Services Terms and Conditions on this page. Such modifications and additional terms and conditions will be effective immediately and incorporated into the Agreement. Your continued use of the VHS, the CARFAX Premium Advertising Package, CARFAX Retargeting Program and/or provision of Listings Information and/or Dealer Website Information, as applicable, will be deemed acceptance thereof. Except with respect to any terms in connection with fees for CARFAX products or services, in the event of a direct conflict between the terms and conditions of an Application and any terms and conditions set forth in these CARFAX Services Terms and Conditions, the terms and conditions of the Application shall govern.  The terms and conditions set forth in these CARFAX Services Terms and Conditions shall supersede any provisions on any Application in connection with fees for CARFAX products or services, which may be imposed or modified at any time, as set forth herein.  Where written notice is required from Customer to CARFAX (other than written notice of dealer opt-out in connection with the Enhanced Listings and/or written notice of cancellation of Customer’s subscription to CARFAX service(s)), such notice shall be sent certified mail, return receipt requested, or by other nationally-recognized courier service (e.g., FedEx, UPS) with similar means of confirming receipt, and sent to Carfax, Inc., 5860 Trinity Parkway, Suite 600, Centreville, Virginia 20120, Attn: Business Support.

November 1, 2017