MyDealerBroadcast

Terms & Conditions

THE PARTICIPATING PARTIES AGREE TO THE FOLLOWING TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) GOVERNING USE OF MYDEALERBROADCAST.COM SERVICE (“THE SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY.

1. License Grant & Restrictions
MarketSQUARE Solutions, LLC hereby grants you a non-exclusive, non-transferable right to use the Service, solely to distribute information to Recipients, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by MarketSQUARE Solutions, LLC and its licensors. You may not access the Service if you are a direct competitor of MarketSQUARE Solutions, LLC. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the MarketSQUARE Solutions, LLC’s Content in any way; (ii) modify or make derivative works based upon the Service or the MarketSQUARE Solutions, LLC’s Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any MarketSQUARE Solutions, LLC’s Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

2. Your Responsibilities
Authorized Use -You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify MarketSQUARE Solutions, LLC immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to MarketSQUARE Solutions, LLC immediately and use reasonable efforts to stop immediately any copying or distribution of MarketSQUARE Solutions, LLC’s Content that is known or suspected by you or your Users; (iii) not impersonate another MarketSQUARE Solutions, LLC user or provide false identity information to gain access to or use the Service; (iv) not use or launch any automated system, including without limitation, "robots," "spiders," "offline readers."
Your Customer Data and Data Ownership - You shall be solely responsible for your Customer Data and the consequences of distributing or publishing such Customer Data. You affirm, represent, and warrant any Customer Data distributed or published using MarketSQUARE Solutions, LLC’s services shall not: (i) infringe on any copyrights or intellectual property rights; (ii) contain unlawful, threatening, obscene, defamatory, libelous, pornographic, harassing, hateful, racially, ethnically offensive or otherwise objectionable material; (iii) encourage conduct that would constitute a criminal offense or give rise to a civil liability; (iv) interfere with use of MarketSQUARE Solutions, LLC’s Services by others; (v) contain falsehoods or misrepresentations that could damage MarketSQUARE Solutions, LLC or any third party. MarketSQUARE Solutions, LLC reserves the right to decide whether your Customer Data complies with this Agreement and MarketSQUARE Solutions, LLC may remove such Customer Data without prior notice and at its sole discretion. MarketSQUARE Solutions, LLC does not own any data, information or material that you submit to the Service in the course of using the Service ("Content"). You, not MarketSQUARE Solutions, LLC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all your Content, and MarketSQUARE Solutions, LLC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content. Privacy & Security - MarketSQUARE Solutions, LLC's privacy and security policies may be viewed at www.MyDealerBroadcast.com. MarketSQUARE Solutions, LLC reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, MarketSQUARE Solutions, LLC occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

3. Intellectual Property Ownership
MarketSQUARE Solutions, LLC alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the MarketSQUARE Solutions, LLC Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the MarketSQUARE Solutions, LLC Technology or the Intellectual Property Rights owned by MarketSQUARE Solutions, LLC. The MarketSQUARE Solutions, LLC name, the MarketSQUARE Solutions, LLC logo, and the product names associated with the Service are trademarks of MarketSQUARE Solutions, LLC or third parties, and no right or license is granted to use them.

4. Payment of Fees
Monthly Service Fees - You shall pay MarketSQUARE Solutions, LLC all fees or charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The minimum term of service is three (3) months or as otherwise mutually agreed upon. If you cancel your Service before the end of the minimum period, you will be charged the remaining fees required to satisfy this minimum term. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for your User license for the entire License Term, whether or not such User license is actively used. MarketSQUARE Solutions, LLC reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party. The number of email delivered micro-sites per month is dependent upon the service plan you select. If the number of email delivered micro-sites sent in a one-month period exceeds this limit, you will be charged the then-current fees.
Billing and Renewal - MarketSQUARE Solutions, LLC charges and collects in advance for use of the Service. The renewal charge will be equal to the license fee in effect during the prior term, unless MarketSQUARE Solutions, LLC has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. MarketSQUARE Solutions, LLC's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on MarketSQUARE Solutions, LLC's income. Contact Information - You agree to provide MarketSQUARE Solutions, LLC with complete and accurate billing and contact information. This information includes your name, your legal company name, street address, e-mail address, and telephone number. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, MarketSQUARE Solutions, LLC reserves the right to terminate your access to the Service in addition to any other legal remedies.

5. Service Termination
Non-Payment - In addition to any other rights granted to MarketSQUARE Solutions, LLC herein, MarketSQUARE Solutions, LLC reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent accounts are subject to interest of 1.5% per month on any outstanding balance plus all expenses of collection. If you or MarketSQUARE Solutions, LLC initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Payment of Fees section above. You agree that MarketSQUARE Solutions, LLC may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Termination upon Expiration - This Agreement commences on the Effective Date. For licenses, the Initial Term is three months or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the subscription agreement. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms on a monthly basis at MarketSQUARE Solutions, LLC's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. You agree and acknowledge that MarketSQUARE Solutions, LLC has no obligation to retain your Customer Data, and may delete such Customer Data, more than 30 days after termination unless you request it in writing in less than 30 days after termination.
Termination for Cause - Any breach of your payment obligations or unauthorized use of the MarketSQUARE Solutions, LLC Technology or Service will be deemed a material breach of this Agreement. MarketSQUARE Solutions, LLC, in its sole discretion, may terminate your password, account or use of the Service if You breach or otherwise fails to comply with this Agreement.
Reconnection Fees - MarketSQUARE Solutions, LLC reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that MarketSQUARE Solutions, LLC has no obligation to retain your Customer Data and that such Customer Data may be irretrievably deleted if Your account is 30 days or more delinquent.

6. Mutual Indemnification
You shall indemnify and hold MarketSQUARE Solutions, LLC, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of your Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that MarketSQUARE Solutions, LLC (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release MarketSQUARE Solutions, LLC of all liability and such settlement does not affect MarketSQUARE Solutions, LLC's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. MarketSQUARE Solutions, LLC shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by MarketSQUARE Solutions, LLC of its representations or warranties; or (iii) a claim arising from breach of this Agreement by MarketSQUARE Solutions, LLC; provided that you (a) promptly give written notice of the claim to MarketSQUARE Solutions, LLC; (b) give MarketSQUARE Solutions, LLC sole control of the defense and settlement of the claim (provided that MarketSQUARE Solutions, LLC may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to MarketSQUARE Solutions, LLC all available information and assistance; and (d) have not compromised or settled such claim. MarketSQUARE Solutions, LLC shall have no indemnification obligation, and you shall indemnify MarketSQUARE Solutions, LLC pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware, or business process(s).

7. Disclaimer of Warranties
YOU AGREE USE OF MARKETSQUARE SOLUTIONS, LLC’S SERVICES SHALL BE AT YOUR SOLE RISK. MARKETSQUARE SOLUTIONS, LLC AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY MARKETSQUARE SOLUTIONS, LLC’S CONTENT. MARKETSQUARE SOLUTIONS, LLC AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOU REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL MARKETSQUARE SOLUTIONS, LLC’S CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MARKETSQUARE SOLUTIONS, LLC AND ITS LICENSORS.

8. Internet Delays
MARKETSQUARE SOLUTIONS, LLC'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MARKETSQUARE SOLUTIONS, LLC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

9. Limitation of Liability
IN NO EVENT SHALL MARKETSQUARE SOLUTIONS, LLC’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL MARKETSQUARE SOLUTIONS, LLC AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. General Provisions
Representations and Warranties - Each party represents and warrants that it has the legal power and authority to enter into this Agreement. MarketSQUARE Solutions, LLC represents and warrants that it will provide the Service in a manner consistent with general industry standards. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. Disclosure - If you are a paying customer of the Service, you agree that MarketSQUARE Solutions, LLC can disclose the fact that you are a paying customer in MarketSQUARE Solutions, LLC’s marketing collateral. Notice - MarketSQUARE Solutions, LLC may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in MarketSQUARE Solutions, LLC's account information, or by written communication sent by first class mail or pre-paid post to your address on record in MarketSQUARE Solutions, LLC's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to MarketSQUARE Solutions, LLC (such notice shall be deemed given when received by MarketSQUARE Solutions, LLC) by letter delivered by nationally recognized overnight delivery service to MarketSQUARE Solutions, LLC at the following address: 2727 Paces Ferry Road, Building 2, Suite 200, Atlanta, GA 30339, addressed to the attention of: Chief Financial Officer.
Modification to Terms - MarketSQUARE Solutions, LLC reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. The most current version of the terms and conditions of this Agreement will supersede all previous versions. You are responsible for regularly reviewing the terms and conditions of this Agreement, which may be sent to you by email. Continued use of the Service after any such changes shall constitute your consent to such changes. This Agreement may be assigned without Your consent by MarketSQUARE Solutions, LLC to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any actual or proposed change in control of you that results or would result in a direct competitor of MarketSQUARE Solutions, LLC directly or indirectly owning or controlling 50% or more of you shall entitle MarketSQUARE Solutions, LLC to terminate this Agreement for cause immediately.
Governing Law - This Agreement shall be governed by Georgia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Atlanta, Georgia. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of MarketSQUARE Solutions, LLC to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MarketSQUARE Solutions, LLC in writing.
Entire Agreement - This Agreement and the Purchase Order Form contain the entire understanding and agreement between the parties hereto and supersedes all prior oral or written understandings and agreements and may not be waived, modified, discharged or terminated except in writing duly executed by both parties. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement.
Relationship of Parties - Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint ventures or as agent of the other, and you shall have no power or authority to obligate or bind MarketSQUARE Solutions, LLC in any manner whatsoever or to restrict MarketSQUARE Solutions, LLC from providing services to any other potential party.

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