Terms & Conditions
Remote Selling Suite
Dealer will receive, until June 30, 2020 (the promotional period), a 100% discount from the moment of activation and the product will automatically terminate after the promotional period.
CONTACTLESS SERVICE BADGES – PRODUCT TERMS AND CONDITIONS
- Contactless Service Badges Product. The terms and conditions set forth herein (this “Agreement”) govern all of the Dealer’s business and usage of the TRADER Corporation (“TRADER”) Contactless Service Badges product (the “CS Badges Product”, which is a feature that permits the Dealer, subject to certain conditions, to display the following badges (collectively the “CS Badges”) on its vehicle display pages (each a “VDP”) on the AutoTrader.ca marketplace (the “Marketplace”) and the Marketplace search results page (an “SRP”) where a Dealer’s vehicle is listed:
- On a VDP the following CS Badges may be displayed:
- “Delivery” to signify that the Dealer offers a vehicle delivery service as part of the vehicle purchase process;
- “Home Test Drive” to signify that the Dealer offers a service whereby it will bring a vehicle to a customer’s home or office to conduct the test drive; and
- “Live Chat” to signify that the Dealer is utilizing the Chat Direct product offered by TRADER; and
- (Delivery, Home Test Drive and Live Chat hereafter referred to as the “Denoted Services”)
- On a SRP, a badge that will, if a Dealer offers at least two (2) of the Denoted Services, during the COVID-19 crisis, display that the Dealer offers “Contactless Services” (being Delivery, Home Test Drive and/or Live Chat) and, after the COVID-19 crisis (on a date to be determined by TRADER) that badge may be renamed as determined by TRADER in its sole discretion.
- On a VDP the following CS Badges may be displayed:
By doing business through and/or using CS Badges Product, the Dealer expressly agrees to observe and be bound by this Agreement. This Agreement is in addition to, and to be read in conjunction with, the terms and conditions set forth in the Master Services Agreement (“MSA”) entered into between the Dealer and TRADER. For certainty, the MSA shall remain in full force and effect and shall also govern the Dealer’s use of the CS Badges Product and its rights in connection therewith and the provision of services by Trader. To the extent of any inconsistency or conflict between this Agreement and the terms of the MSA, the terms of the MSA shall prevail. By doing business through or using the CS Badges Product, the Dealer undertakes to observe and comply with any new update or modification to this Agreement.
- It shall be Dealer’s responsibility to notify TRADER if it ceases to provide any of the Denoted Services represented by one or more of the CS Badges. Upon such notification, TRADER shall remove the applicable CS Badges within three (3) business days.
- Limitation of Liability. The Dealer hereby acknowledges that it shall be solely responsible for the Denoted Services offered by the Dealer and that Trader is not making any representation or warranty, express or implied, as to the Denoted Services and shall have no liability or responsibility in connection therewith and Dealer hereby indemnifies and holds harmless TRADER for any damages or other such liability Trader may suffer as a result of Dealer’s provision of the Denoted Services.
- TRADER reserves the right to amend this Agreement at any time by providing written notice (including by email) to the Dealer prior to any such amendments coming into effect. For certainty, amendments may include adding new badges and/or changes the names of any of the existing CS Badges.
- Governing Law. This Agreement shall be governed by the laws of the province of Ontario and the laws of Canada applicable therein.
RESERVE IT! PRODUCT TERMS AND CONDITIONS
- Reserve It! Product. The terms and conditions set forth herein (the “Agreement”) govern all of the Dealer’s business and usage of the Reserve It! (vehicle deposit) product (“Reserve It!”), which is product that permits consumers to reserve a vehicle (a “Vehicle”) listed on the TRADER Corporation’s (“TRADER”) online marketplace by you, a registered dealer (“Dealer”), subject to certain conditions set forth herein and in the MSA (defined below). By doing business through and/or using Reserve It!, the Dealer expressly agrees to observe and be bound by this Agreement. This Agreement is in addition to, and to be read in conjunction with, the terms and conditions set forth in the Master Services Agreement (“MSA”) entered into between the Dealer and TRADER. For certainty, the MSA shall remain in full force and effect and shall also govern the Dealer’s use of Reserve It! and its rights in connection therewith and the provision of services by TRADER and any applicable third party. To the extent of any inconsistency or conflict between this Agreement and the terms of the MSA, the terms of the MSA shall prevail. By doing business through or using Reserve It!, the Dealer undertakes to observe and comply with any new update or modification to this Agreement and/or the MSA.
- Stripe Account. The deposit and payment processing in connection with Reserve It! is provided by a third-party provider, Stripe Inc. (“Stripe”). Dealer will is required to set up an account with Stripe to use Reserve it! and shall be bound by the terms and conditions of Stripe for use of the account and Reserve It!. Dealer shall be solely responsible for keeping its account with Stripe in good standing. TRADER shall in no way whatsoever be liable for the suspension, termination or any other issue relating to a Dealer’s Stripe account. Dealer further acknowledges and agrees that TRADER shall have no liability whatsoever for any issue relating to payment or receipt of a deposit, or otherwise in connection with the processing of any funds in connect with Reserve It! and expressly waives any right to claim against TRADER in connection with any of the foregoing.
- Termination and Cancellation of Reserve It!. In the event that the Dealer wishes to terminate its usage and access to Reserve It! for any reason whatsoever, the Dealer must provide TRADER with a written notice of termination (the “Notice”). The Dealer’s usage and access to Reserve It! shall effectively terminate immediately upon receipt by TRADER of the Notice. The Dealer understands and agrees that TRADER reserves the right, in its sole and absolute discretion, to preclude or terminate Reserve It! at any time for any reason.
- Limitation of Liability. The Dealer hereby acknowledges that it shall be solely responsible for compliance with all applicable law in respect of collecting deposits relating to trading in motor vehicles, including, but not limited to, any rules imposed by any regulatory body or licensor of motor vehicle dealer in the applicable jurisdiction. TRADER is not making any representation or warranty, express or implied, as to the accuracy, legality and/or regulatory compliance of Reserve It! and under no circumstances shall TRADER be liable for any loss or damage of any kind incurred as a result of any use penalty imposed on the Dealer as a result of its use of Reserve It!.
- TRADER reserves the right to amend this Agreement at any time by providing thirty (30) calendar days’ written notice to the Dealer prior to any such amendments coming into effect.
- Governing Law. This Agreement shall be governed by the laws of the province of Ontario and the laws of Canada applicable therein.
ON-THE-LOT EVENTS (OTL EVENTS):
- Dealer is solely responsible for the content of OTL Event advertisements and any prizes, incentives or other goods, services or consideration that Dealer offers in connection with the OTL Event and compliance with applicable law.
- Dealer hereby covenants and agrees to indemnify and save harmless TRADER from any direct or indirect costs, claims or other liability TRADER may incur as a result of the content of any OTL Event advertisement, Dealer’s failure to perform, for any reasons, it obligations set forth in any OTL Event advertisement, Dealer’s breach of any applicable law, or any matter or issue relating to the prizes, incentives or other goods, services or consideration that Dealer purports to offer, or actually provides in whole or in part, to any consumer in connection with any OTL Event.
The following are the terms and conditions for the Chat product (“Chat”) that you (hereafter “you” or “Dealer”) have subscribed from TRADER Corporation (“TRADER”).
The following terms and conditions (hereinafter referred to as this “Agreement”) govern your use of Chat.
In addition, you acknowledge and agree that Chat is a “Service” as defined in the Master Services Agreement between you and TRADER governing your use of all TRADER products and services (the “MSA”) and, in connection therewith the terms of the MSA shall apply to, and govern, your use of Chat.
In the event of any conflict or inconsistency between any term of the MSA and any term of this Agreement, the term of this Agreement shall prevail to the extent of such conflict or inconsistency.
SPECIFIC TERMS FOR CHAT:
- Obligations of TRADER
TRADER, directly or through its third party provider or providers, including Contact At Once!, LLC (“CAO”), shall perform the following activities and provide the following services during the term of this Agreement:
- Host, update and maintain, directly or through its service providers, the hardware, software and telecommunications systems required by Chat to fulfill and support conversations (“Conversations”) between consumers (“Shoppers”) and Dealer. For the avoidance of doubt, TRADER will not deliver nor have any obligation to provide: (i) Dealer or Shoppers any web browser software (Internet Explorer, FireFox, etc.) or, (ii) internet access required by Dealer or Shoppers in order for them to access and use Chat;
- Make available for download and licensing, free-of-charge, one or more certified “Merchant IM Client(s)” (i.e., a type of software program that is required to take advantage of certain of the features of Chat. Use of Merchant IM Clients not certified by TRADER is a violation of this Agreement;
- Provide Dealer with access to a portal (the “Portal”), which is part of the Chat product and allows Dealers to access Conversations to which Dealer was a party other information related to Chat including presence, usage, statistical and analytic data that is developed through the use of Chat by the Dealer (“Service Content”). In connection therewith, TRADER will provide Dealer password protected access to the Service Content on the Portal;
- Assist or advise Dealer in configuring any Merchant IM Client Dealer elects to use in order to participate in Conversations, and facilitate such Conversations according to the terms of this Agreement;
- Provide Dealer with the Integration Code and support necessary to integrate the Integration Code within the dealer website(s) in order to trigger the Conversations for “Chat”;
- Capture, host and securely maintain all Conversations between Dealer and Shoppers, provided that TRADER has no obligation to keep any Conversation for a period of more than one year;
- Capture, develop, maintain, produce, update and deliver to Dealer the Service Content that, among other things, contains pertinent statistical and analytical data based on the Conversations, reports reflecting the Shoppers’ activities under this Agreement, Chat’s performance metrics, standard traffic reports and other reports or metrics as determined by TRADER from time to time;
- Maintain a support capability to clarify functions and features, provide guidance in use of Chat, and provide technical support via telephone, IM, and e-mail communications using commercially reasonable efforts;
- If Dealer has elected to receive the “Chat Plus” Managed Messaging Service, CAO representatives will (A) answer Conversations, (B) deliver to Dealer a transcript of every Conversation answered via email or XML feed to as well as Dealer’s CRM system. CAO will answer, on behalf of Dealer; Conversations initiated by Shoppers under the following circumstances: (A) Dealer personnel are at work but unable to answer an Conversation within a Dealer-specified timeframe, after which the Conversation “rolls over” to CAO’s Managed Messaging Service and (B) Conversations are initiated outside of the Dealer specified business hours. CAO will utilize its reasonable best efforts to answer such Conversations, gather Shopper information, set appointments, or achieve other desired outcomes based on direction provided in writing by Dealer and according to the schedule provided in writing by Dealer, except that the Managed Messaging Service shall not be available on Christmas Day.
- Dealer Obligations.
Dealer agrees to perform the following activities and provide the following services during the term of this Agreement:
- Maintain the user credentials of Dealer personnel to utilize Chat and access the Portal during the term of this Agreement;
- For each user of the Portal for which a personal phone number or email address is provided, obtain unambiguous, explicit written consent in advance from the user for receipt of e-mail, text, and phone communications from TRADER or CAO during the term of this Agreement; and
- From each Shopper, obtain unambiguous explicit written consent prior to initiating e-mail, text, or phone communications via Chat, and to retain legible proof of each written consent for as long as is required by applicable law, and (e)comply with all statutes and regulations that apply to such communication, including all applicable anti-spam and privacy laws.
- Dealer agrees to pay all fees described in the Chat product order form.
- TRADER has the right to increase any fees in connection with Chat by giving the
Dealer at least 30 days’ notice.
- This Agreement commences on the Effective Date set forth in the Order and continues until terminated by the Dealer in accordance with he provisions for terminating a Service described in the MSA.
- Dealer Conduct.
- General Conduct. Dealer understands that all Conversations are the sole responsibility of the person from which such Conversation originates. This means that Dealer, not TRADER or CAO or any other party engaged by CAO, is responsible whatsoever for Conversations that Dealer uploads, posts, or otherwise transmits via Chat on TRADER properties or otherwise and neither TRADER nor CAO controls the Conversations facilitated via Chat and, as such, does not guarantee the accuracy, integrity or quality of the Conversations. Dealer understands that by using Chat, Dealer may be exposed to Conversations that are offensive, indecent or objectionable. Under no circumstances are TRADER or CAO liable in any way for any Conversation, including for any errors or omissions in any Conversation, or for any loss or damage of any kind incurred as a result of the use of any Conversation posted or otherwise transmitted via Chat. Dealer understands that the technical processing and transmission of Chat, including Dealer’s Conversation, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
- Dealing with Shoppers. Dealer’s communication or business dealings with Shoppers with whom Dealer corresponds through Chat, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Dealer and the Shopper. Dealer agrees that TRADER and CAO are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such Shoppers on Chat.
- Sharing Conversation transcripts and recordings with Shoppers. Dealer acknowledges that TRADER and CAO may share the transcripts and recordings of the Conversations with the Shopper with whom Dealer had those Conversations.
- Use of Non-Conversation Content. Dealer agrees not to modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Non-Conversation Content, in whole or in part. When Non-Conversation Content is downloaded to Dealer’s computer, Dealer does not obtain any ownership interest in it. Dealer agrees not to use the Non-Conversation Content for any other purpose, including use of any Non-Conversation Content in printed form or on any other website or networked computer environment unless Dealer receives TRADER’s prior written consent. Without TRADER’s prior written permission, Dealer agrees not to frame any of the Non-Conversation Content, or incorporate into another website or other service any of TRADERs’s intellectual property. For the purposes of this Agreement, “Non-Conversation Content” includes all intellectual property of TRADER and its third party services providers which is not the text of a Conversation, including software, photos, text, graphics and other materials.
- Conduct Guidelines. As a condition of Dealer’s use of the Chat, Dealer represents and warrants that Dealer will not use Chat for any purpose that is unlawful or otherwise prohibited by this Agreement. In doing so, Dealer agrees to be solely responsible and liable for Dealer’s acts or omissions arising from or related to Chat. By ways of example, and not as a limitation, Dealer agrees not to use Chat to: (A) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights of others; (B) publish, distribute or disseminate any harmful, inappropriate, profane, indecent, unlawful, immoral or otherwise objectionable material, information, or communication; (C) transmit or upload any material to any of the pop-up screens or windows associated with Chat that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; (D) interfere with or disrupt Chat; (E) interfere with another person’s use and enjoyment of Chat; (F) interfere with or disrupt the Chat service or servers or networks connected to the Chat service, or disobey any requirements, procedures, policies or regulations of networks connected to Chat; or (G) violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law.
- Shopper Personally Identifying Information. Dealer acknowledges that it may receive information that identifies a Shopper or can be used to identify or contact a Shopper (the “Shopper Personally Identifying Information”) and Dealer agrees to indemnify TRADER and all of its third party service providers, including CAO, against all losses, costs and expenses (including reasonable legal fees and court costs) and damages from, or account of or in connection with Dealer’s use of any such Shopper Personally Identifying Information.
- In operating Chat, Dealer agrees to implement and maintain appropriate safeguards to: (A) ensure the security and confidentiality of Shopper Personally Identifying Information; (B) protect against any anticipated threats or hazards to the security or integrity of such information; and (C) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any Shopper. Notwithstanding the foregoing, Dealer acknowledges that Shoppers may request a copy of their Conversations that they will automatically be sent via e-mail and that such e-mail communication is unencrypted and Dealer assumes all responsibility for any damages Dealer may suffer as the result of any unauthorized disclosure of those transcripts resulting from any such e-mail communication. Dealer acknowledges that Chat includes optional features that allow Dealer to request automatic e-mails from the Chat (conveying Conversations and/or form-based info provided by a Shopper) that will be sent unencrypted and Dealer assumes all responsibility for any damages TRADER, CAO or a Shopper may suffer as the result of any unauthorized disclosure of those transcripts resulting from any such e-mail communication.