Terms of Service

1. Welcome to our Website/Portal

Welcome to the website identified by the domain name www.ireconcars.com and any associated application portal (such website and portal, individually and collectively, the "Website") and the content and services available at the Website (the Website and such content and services are, collectively, the “Service”). The Service is provided by IReconcars, LLC ("we," "us," "our" or "IReconcars") in accordance with these Terms of Use.

2. These Terms of Use Form a Contract

By using the Service, you electronically agree that the following terms govern your use of the Service (the “Terms of Use”). You should not use the Service if you do not agree to these Terms of Use. Please review these Terms of Use carefully since it constitutes a legally binding contract between you and us, as further described in the Access Agreement (the "Agreement") by which the dealership (the "Dealership") with which you are associated gained access for you and itself to the Service. By using the Service, you consent to receive notices and updated terms from us electronically, and you consent to the terms of our Privacy Policy which are published on the Website. You agree that all content offered through the Service, including but not limited to, any videos and service descriptions (the "Content"), is licensed and not sold to you, and is subject to copyright and trademark protection. We grant you permission to use the Service and such Content only in accordance with these Terms of Use and the Agreement.

3. Usage Rules

(a) You must be 18 years or older to use the Service.

(b) You must be a human. Accounts registered by "bots" or other automated methods are not permitted.

(c) In order to access certain portions or features of the Service, we may require that you register with us and establish an account. You will not use the account of another person without permission. When you create an account, you agree to provide accurate and complete information. You are solely responsible for any activity on your account and for maintaining security of your password. You will notify us immediately after you become aware of any unauthorized use of your account. We will have no responsibility for any loss or expense you incur by reason of the use of your account, whether authorized or unauthorized, and you agree to hold us harmless for any expenses or losses we may incur by reason of the use of your account.

(d) Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis. IReconcars does not assume any responsibility for the accuracy, completeness, timeliness or authenticity of information included on the Service.

(e) You may use personal information available on this Website only if you are an authorized user and only for the purposes for which it was provided and in connection with your employment or engagement by the Dealership.  Any use of personal information obtained from the Service by any user must be consistent with these purposes, with the Agreement, with the Privacy Policy posted on the Website, and with any other privacy promises made by IReconcars on the Website.

(f) Your use of the Service is limited to your personal, non-commercial use. You may not copy or download any part of the Service. Your use of these features is limited to your personal, non-commercial use, and you may not otherwise copy or distribute any portion of the Website or the Content or otherwise use any portion of the Website or the Content for any other purposes.

(g) You will not attempt to copy, alter or modify any part of the Website or Content or use the Website or Content for any purpose other than its intended purpose, and subject to these Terms of Use.

(h) You will not attempt to collect or harvest any personally identifiable information, including account names of other users of the Service. You will not use the Service to communicate with other users or for any purpose.

(i) You will not use the Service in any way that may damage, disable, overburden or impair our servers or networks or interferes with any other party's use and enjoyment of the Service. You will not try to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means.

(j) Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including any new Service, shall be subject to these Terms of Use.

(k) We may, but have no obligation to, remove any information or content provided by you (“Your Content”) that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use. You agree not to post any such content or information on the Service.

(l) Verbal, written or other abuse (including threats of abuse or retribution) of any IReconcars' customer, employee, member or personnel will result in immediate account termination.

(m) You understand that the technical processing and transmission of the Website, including Your Content, may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and you assume all associated risks.

(n)  You agree to accept and respond to correspondence and other contact from us when we attempt to address Services performance and other issues and concerns relating to your usage.

(o)  You acknowledge that your use will require certain information to be submitted and inputted to the Website and that access and/or the effective usage of the Service is conditioned upon you providing such information as prompted by the Website.

(p)  You acknowledge that we are permitted to save all information you submit to the Website (including your personal information), along with information and data with respect to your searches and usage, including clicks and click throughs.

(q)  You acknowledge that we may terminate, limit or restrict your access to and use of the Service at any time and for any reason.

4. Ownership of the Content and the Website

The Content and the Website are protected by patent, copyright, trademark, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information. We, our vendors, licensors and suppliers who provide the Content on the Service own the property rights to the Content. All rights in such Content are reserved to the owners of such Content.

5. License

We grant you a personal, non-exclusive, non-transferable, limited and revocable license to use the Service subject to the terms of these Terms of Use and the Agreement. You may not use the Service in a manner that exceeds the rights granted for your use of the Service and its Content, which includes unauthorized copying or distribution of the Content or creating an unauthorized derivative work. You may access, transfer or use the Service on such software, personal computers and/or devices as authorized by us and verified by us or our content delivery providers. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Content or the Service. Your license terminates immediately upon cancellation or termination of your Service or if we believe you are in violation of these Terms of Use.

6. Your Dealings with Third Parties

Your correspondence or business dealings with parties other than IReconcars, including, without limitation, third party service providers and vendors, are solely between you and such other party. You agree that we shall not be responsible or liable in any way for any loss or damage of any sort incurred as the result of any such dealings or the acts or omissions of any such other parties.

7. Amendments

We may make changes to these Terms of Use at any time without notice to you. You can review the most current version of our Terms of Use at any time at: www.ireconcars.com/termsofuse. If you disagree with the changes to these Terms of Use, you should cancel the Service or discontinue your access of it. Your ongoing use of any Service and/or access of the Website after the changes take effect signifies your agreement to the new terms. We may waive any of our rights, but such waiver shall apply only in the specific instance to which the waiver relates and will not constitute a permanent waiver or a course of dealing.

8. Remedies; Termination of Service

(a) We may take any legal and technical remedies to prevent the violation of and to enforce these Terms of Use, including without limitation, immediate termination of your account or access to the Service, if we believe in our discretion you are violating these Terms of Use.

(b) We may cancel or suspend access to the Service at any time, without cause and/or without notice. Your right to use the Service will end once the Service is cancelled or terminated, and any data you have stored on the Service may be unavailable later.

9. Disclaimers and Limitations

(a) You use the Service at your own risk. We provide the Service “as is”, “with all faults” and “as available.” We, our content providers and other suppliers (“Service Providers”) make no express warranties or guarantees about the Service other than those expressly set forth in the Agreement. OTHER THAN THE FOREGOING WARRANTY, IRECONCARS MAKES NO WARRANTY WITH RESPECT TO THE SERVICES AND YOU HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN ADDITION, IRECONCARS DOES NOT WARRANT THAT THE WEBSITE OR SERVICE WILL OPERATE ON AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE BASIS, THAT THE SITE OR SERVICES WILL YOU’RE YOUR REQUIREMENTS OR THAT THE SYSTEM THAT MAKES THE WEBSITE OR SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOU ACKNOWLEDGE THAT ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE OR SERVICES IS DONE AT DEALERSHIP'S AND/OR USER’S OWN DISCRETION AND RISK, AND THAT THE DEALERSHIP AND/OR USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO COMPUTER SYSTEMS OR LOSS OF APPLICATIONS OR DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. IRECONCARS CANNOT CONTROL THE FLOW OF DATA TO OR FROM ANY USER AND OTHER PORTIONS OF THE INTERNET.  SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.  NO ADVICE, INFORMATION OR REPRESENTATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU OR THE DEALERSHIP FROM IRECONCARS CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.  IRECONCARS has made no representation that the Services will result in or lead to any specific level of SALES INCREASE, savings or related benefit. IRECONCARS DOES NOT ASSUME ANY LIABILITY FOR ANY CONTENT THAT IS THE REPUBLICATION OF INFORMATION OR DATA OF ANY THIRD PARTY.

(b) UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL IRECONCARS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF REVENUE, LOST DATA, FAILURE OF SECURITY OR DAMAGES THAT RESULT FROM INTERRUPTIONS OF SERVICE/ACCESS, DELETION OF FILES OR OTHER DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RECORDS, PROGRAMS OR SERVICES, EVEN IF IRECONCARS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE CUMULATIVE LIABILITY OF IRECONCARS UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT PAID TO IRECONCARS BY DEALERSHIP DURING THE PREVIOUS ONE MONTH AND IRECONCARS HAS NO LIABILITY WHATSOEVER TO USERS.

10. Indemnification

Upon a request by us, you agree to defend, indemnify and hold harmless IReconcars and our subsidiaries, owners and other affiliates, and the employees, licensees, service providers, owners, representatives, employees, contractors, officers and directors of the foregoing from all liabilities, claims and expenses, including attorney's fees, that arise from your use or misuse of the Service or breach of these Terms of Use. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

11. Electronic Contracting and Notices

Your affirmative act of using or registering for our Service constitutes your electronic signature to these Terms of Use and your consent to enter into Terms of Use with us electronically. We may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Service (collectively, “Notices”). We may send you electronic Notices (1) to the e-mail address that you provided to us during registration, (2) to any e-mail account you open with a Service, or (3) by posting the Notice on the applicable Service. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the applicable Service.

12. Choice of Law and Location for Resolving Disputes

The laws of the State of Ohio govern these Terms of Use and provision of the Service, and any claim or dispute that you may have against us, without regard to Ohio's conflict of laws rules, shall have no applicability. The parties hereto hereby consent to the exclusive jurisdiction of the courts of the State of Ohio in Franklin County, and the United States District Court for the Southern District of Ohio, Eastern Division and waive any contention that any such court is an improper venue for enforcement of this Agreement. BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF JURISDICTIONS OTHER THAN OHIO, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE AND FEDERAL COURTS IN THE STATE OF OHIO OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) ARE KNOWINGLY AND WILLINGLY WAIVING ANY RIGHT TO A JURY TRIAL OR TRIAL BY JUDGE.

13. Miscellaneous

Our subsidiaries, owners and other affiliates, and our and their employees, licensees, Service Providers, and our and their respective owners, representatives, employees, contractors, officers, and directors are express third party beneficiaries of these Terms of Use and may (subject to our agreements with them) enforce their rights against you under these Terms of Use. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and the Privacy Policy and the policies, rules and guidelines posted on the Website constitute the entire agreement between you and us regarding the Service and supersede all previous written or oral contracts. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.