*Demo/Trial Period for Laser Appraiser is 100% free. “Payment” section (below) does not apply until end user provides payment method information.
This agreement (Agreement) is a monthly subscription for the service of accessing the system for used car valuation and inventory management between Laser Appraiser, LLC (Company) and you (Subscriber). This Agreement contains Third Party License Agreements which Subscriber agrees to be bound by executing this Agreement.
1. Services. Company agrees to provide access to the LASER APPRAISER service (Service) which allows the Subscriber to retrieve certain information provided by third party data providers for the Subscriber’s use in appraising used automobiles. The Service allows Subscriber to enter a Vehicle Identification Number (VIN) either manually or by capturing a barcode image in order to retrieve general and vehicle-specific valuation and appraisal information from the third party data providers. The Service can retrieve requested data only when sufficient mobile service is available or via the internet on a computer
2. License. Company grants a limited, non-exclusive and non-transferable license for the use of the LASER APPRAISER Service for a single installation per subscription under this agreement. Company and Subscriber agree that the Service is intended for use by Subscriber only and for the purpose of providing valuation information for inventory purchase and management uses within Subscriber's company. Subscriber cannot distribute, publish, share or otherwise profit by use of the Service or obtained data outside the normal operations of the legal business entity of the Subscriber. Subscriber acknowledges that this service is intended for data-only transmissions. Any other use of this service is prohibited without the express written consent of Company.
3. Payment. Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information. Subscriber shall pay for Service for the Term of this Agreement via good funds in advance each month. Company may send as a convenience a monthly invoice but in no way is said invoice a prerequisite for payment. Non-payment of monthly services will not terminate this contract but may result in a suspension of service and/or charges to Subscriber's credit card on file with Company. If service is suspended due to non-payment, an administrative charge may be required to reinstate service. Subscriber is responsible for providing their own Vehicle History Report (VHR) credentials, which is separate from the Laser Appraiser service and which is billed by their respective VHR provider. Subscriber shall pay all applicable taxes and agrees to indemnify and hold Company harmless from all taxes other than those based upon Company's income. Subscriber hereby authorizes Company to charge all amounts owed to Company to any credit card on file and Subscriber warrants that it will keep an active credit card on file with Company as long as any money is owed pursuant to the terms hereof.
4. Modifications to the Service and/or Pricing. Company reserves the right to amend the terms contained in this Agreement upon thirty (30) days’ notice to Subscriber. Company may modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. All Service prices are subject to change upon thirty (30) days’ notice. Such notice may be posted on the Company website (www.laserappraiser.com) or in the Service itself. Company is not liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
5. Term. The term of this agreement shall be month to month from the effective date and shall renew automatically on month to month terms thereafter. Your use of the Service automatically renews in advance on a monthly basis, is charged to your credit or debit card on file (or bank draft) and is non-refundable. No refunds or credits will be issued for partial months of Service, upgrades or downgrades, or for months of unused Service. Subscriber may terminate the agreement by giving written notice thirty (30) days prior to the next bill date. Electronic notice to email@example.com is also acceptable.
6. Intellectual Property Rights. Subscriber acknowledges that Company has expended substantial time, effort, and funds to create and deliver the Service. All data displayed from the Service are the exclusive property of the respective third party data providers and are protected by applicable patent and copyright filings and will continue to be the exclusive property of the respective third party data providers. Nothing contained in the Agreement or in any Attached schedule shall be deemed to convey to Subscriber or to any other party any ownership or interest in intellectual property or data provided in connection with the Service. Subscriber agrees with the individual third party licensing agreement as described in Attachment “A” attached hereto and incorporated herein by specific reference thereto.
7. Indemnity. Subscriber agrees to indemnify, defend, and hold Company and all associated third party data providers (Partners) harmless from and against any and all liabilities, damages, claims, and expenses, including attorney fees incurred by Company and/or Partners arising out of any claims brought against Company and/or Partners relating to the use of the Service by Subscriber, including, but not limited to any negligent acts or omissions, willful misconduct, misrepresentation or breach of the agreement by Subscriber and relating in any way to the Service hereunder.
8. Availability of Service. Neither party shall be liable for any delay or failure in its performance under this agreement (except for the payment of money) if and to the extent that such delay or failure is caused by events beyond the reasonable control of the party including, without limitation, acts of God, public enemies, terrorists, labor disputes, equipment malfunctions, material or component shortages, supplier failures or errors, embargoes, rationing, acts of local, state or national governments or public agencies, utility or communication failures or delays, fire, earthquakes, flood, epidemics, riots and strikes. If a party becomes aware that such an event is likely to delay or prevent punctual performance of its own obligations, the party will promptly notify the other party and use its best effort to avoid or remove such causes of nonperformance and to complete delayed jobs whenever such causes are removed. Should a valuation service become unavailable for any reason, Company reserves the right to replace the valuation service with a substantial equivalent valuation service. If no substantial equivalent is reasonably available to Company, than Company may, but not required to, adjust the total subscription price at Company’s sole discretion as an accommodation.
9. DISCLAIMER. EXCEPT AS PROVIDED FOR HEREIN, COMPANY PROVIDES SERVICES TO SUBSCRIBER "AS IS" AND “WHERE IS". COMPANY DOES NOT MAKE AND SUB SCRIBER DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, AND NOT IN LIMITATION OF THE FOREGOING, COMPANY DOES NOT WARRANT THE ACCURACY OR CORRECTNESS OF ANY DATA PROVIDED UNDER THIS AGREEMENT AND SUBSCRIBER AGREES TO INDEPENDENTLY VERIFY ALL INFORMATION OBTAIN PURSUANT TO USE OF THE SERVICE. SUBSCRIBER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FOR HEREIN.
10. Governing Law. This Agreement and the terms contained herein shall be governed by the Laws of the State of Georgia and any action brought pursuant to this Agreement shall be brought in State Court of Athens-Clarke County, Georgia. Both parties consent to and waive any objection to the jurisdiction and venue thereof.
Attachment A – Third Party License Agreement
National Auto Research (NAR5) – Black Book
LASER APPRAISER, LLC hereby grants Client a personal, non-transferable and non-exclusive limited license to use the pc based application service “LASER APPRAISER System program (the “Program”) consisting of a compilation of certain modules of the Program combined with the electronic version of the printed periodicals entitled: The Black Book® Official Vehicle Identification Guide, the Black Book® Official Used Car Market Guide Monthly, the Black Book® Official Used Truck and Van Guide , and the Black Book® Official Old car Market Guide (the “Database”) and further grants Client a personal, nontransferable and non-exclusive limited sublicense to use the Database within the Program under a license granted by National Auto Research Division, Hearst Business Media Corporation (“NAR”) to LASER APPRAISER, LLC. NAR is a third party beneficiary under this Agreement and may enforce its rights hereunder directly against Client, which shall be governed by the laws of the state of New York without giving effect to any principles of conflict of laws and subject to the jurisdiction and venue of the State and Federal courts located in New York.
Client is only authorized to use the Database to retrieve vehicle information and values (without the ability to download the Database, in whole or in part, other than the individual vehicle) to display the vehicle descriptions and values from the Database on a handheld unit. The handheld unit shall also be utilized for the purpose of transmitting the vehicle identification number to a third party to perform a title check on the vehicle. With the exception of the vehicle identification number, Client shall not transmit in any form or by any means (i.e. electronic, mechanical, photocopying, recording or otherwise, in whole or in part, the Database or any information contained therein.
Client agrees that NAR owns all rights, title, and interest in and to the Database, including but not limited to, all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill, and that all rights, title, and interest shall remain with NAR and use of the Database by Client or any information therein by any person or firm other than Client’s or its employee(s), on a need to know basis, is prohibited by NAR. Client shall keep confidential the Database or any information therein and use its best efforts to prevent and protect the contents of the Database from unauthorized disclosure, copying or use. The Database is protected by copyright, registered U.E.S Patent Office Reg. No. 767893 (Copyright © 2004 Hearst Business Media Crop. ALL RIGHTS RESERVED. Black Book® is a registered trademark of Hearst Business Media Corporation.)
ALTHOUGH NAR MAY COMPILE THE DATABASE CONTAINED WITHIN THE PROGRAM, NAR DOES NOT WARRANT THE PROGRAM OR THE CONTENTS THEREIN. THEREFORE, THE DATABASE IS PROVIDED “AS IS” AND NAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCCURACY OF THE DATA FROM WHICH THE DATABASE IS
COMPILED, THAT THE DATABASE IS FREE FROM ERRORS AND OMISSIONS, THE MERCHANTABILITY AND FITNESS OF THE DATABASE FOR A PARTICULAR PURPOSE, USE, PERFORMANCE OR RESULTS OBTAINED BY USING THE DATABASE WITHIN THE PROGRAM. UNDER NO CIRCUMSTANCES SHALL NAR BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, ALL OTHER COMMERCIAL DAMAGES OR LOSSES IN CONNECTION WITH THE DATABASE. NAR EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED WITH REPSECT TO THE PROGRAM AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.
Client’s obligations concerning misuse and confidentiality of the Database and Licensee’s right of action or claim against Client for any breach thereof shall survive the termination of this Agreement. Failure of NAR at any time or times to enforce its rights under this Agreement shall in no manner affect its rights at a later time to enforce the same.
NADA - National Automobile Dealers Association NADASC - NADA Services Corporation
With respect to services providing the NADASC DATA, Client agrees as follows:
1. Client acknowledges that the license to use the NADASC DATA grated hereunder shall not permit Client to market, sublicense or utilize NADASC DATA separate from or independent of the LASER APPRAISER system Product & Service.
2. Client agrees to not disassemble, decompile, reverse engineer or otherwise modify or alter the NADASC DATA.
3. Client agrees the NADASC DATA shall not be used as a data source from which a new Database or valuation system may be created, and that vehicles will be valued individually as needed in the LASER APPRAISER System Product & Service.
4. Except as otherwise provided in the terms of this license agreement, Client agrees not to reproduce, store in a retrieval system or transmit, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, any vehicle valuation information contained in the N.A.D.A Official Used Car Guide® (hereinafter, the NADASC Values”), without the prior written consent of NADASC.
5. Client acknowledges and agrees that the NADASC DATA, the NADASC Values, all enhancements and derivative works, are the sole property of NADASC and are subject to a valid copyright. Client acknowledges that NADASC has created the NADASC Values and the NADASC DATA at great time and expense and that the NADASC Values and the NADASC DATA contain confidential and proprietary information protected by copyright and trade secret laws. Client further acknowledges that certain of its employees will become familiar with the NADASC DATA and that NADASC may suffer great harm if Client or its employees disclose the NADASC DATA to a third party. Client, therefore, agrees to: (a) hold the NADASC DATA in strict confidence; (b) disclose the NADASC DATA only to Clients employees to whom knowledge is required for its proper use hereunder; (c) cause such employees to hold the NADASC DATA in strict confidence; and (d) take steps to prevent the accidental or otherwise unauthorized disclosure of the NADASC DATA. The confidentiality obligations of Client contained in this paragraph shall survive termination of this license agreement.