AutoGravity User Agreement
Effective December 4, 2018
Welcome to AutoGravity! In this User Agreement (“Agreement”), the terms “AutoGravity”, “we”, “us”, and “our” refer to AutoGravity Corporation and any of its affiliated companies, and the terms “you” and “your” refer to you as a user of the AutoGravity Services as defined below.
1. General Provisions.
b. IT IS IMPORTANT THAT YOU READ THE ENTIRE AGREEMENT CAREFULLY AS SOME OF ITS PROVISIONS AFFECT YOUR LEGAL RIGHTS, INCLUDING HOW DISPUTES BETWEEN YOU AND US ARE RESOLVED THROUGH ARBITRATION.
c. We may change the terms of this Agreement from time to time and will revise the effective date when it does so. Your continued use of the AutoGravity Services after the posted effective date constitutes your agreement to be bound by this Agreement as modified, except that modifications do not apply to any dispute arising prior to their effective date. You also consent to receive further notices, updates, and announcements electronically via posting on the AutoGravity Services.
2. Our Services.
a. When we refer to the “AutoGravity Services,” we mean all products and services owned and operated by AutoGravity, including the content, features, tools, data, software and functions made available by AutoGravity through www.autogravity.com, our mobile applications, and other websites or applications we operate, unless those websites or applications have posted separate or additional terms of service.
b. As of the effective date of this Agreement, the AutoGravity Services include the following key features:
i. Access to Dealer Vehicle Inventory. If you are looking to buy or lease a vehicle, you can search the new and used vehicle inventory of certain automotive dealers on the AutoGravity Services and see the availability and details of select vehicles based on your search criteria.
ii. Access to Vehicle Finance or Lease Offers. If you find a vehicle that you may wish to purchase or lease, you can review financing or leasing offers from our Lenders (these are lenders, dealers, or other third parties, including auto brokers, that have agreed to accept or forward to other lenders credit applications submitted through the AutoGravity Services) that are targeted to your chosen vehicle and individual financial situation, along with tools that help you make a more informed decision like additional cost estimates or payment calculators.
iii. Expedited Transactions. If you have expressed interested in purchasing or leasing a vehicle through the AutoGravity Services, we may share your information with dealers so that they may contact you to complete a transaction for a particular unit of vehicle inventory or facilitate a transaction on another vehicle. Additionally, if you have selected an offer from our Lender partner, we may provide the Lender’s response to your credit application (a “Credit Decision”) from that Lender directly to a dealer to facilitate a transaction.
c. We reserve the right in our sole and absolute discretion to make changes to how we operate and provide the AutoGravity Services, including adding new services, modifying existing services, or suspending, discontinuing, or terminating your access to any or all portions of the AutoGravity Services. Some of the AutoGravity Services are subject to additional terms and conditions (“Additional Terms”), which are posted separately from these terms but are incorporated and form a part of this Agreement if you decide to use or access those features. If there is a conflict between applicable Additional Terms and these terms, the Additional Terms will control.
3. Vehicle Shopping.
a. The AutoGravity Services is a vehicle listing and information service that brings together vehicle shoppers, Dealers, and Lenders. We are not a party to any transaction between you and the Dealers and/or Lenders that originate on or through the AutoGravity Services. Information about a particular vehicle is supplied by the Dealer or a third-party provider, not by AutoGravity. AutoGravity does not guarantee that any particular unit of vehicle inventory will be available from a Dealer, or that the Dealer will provide that vehicle to you at any particular price. The price and other terms of any sale or lease remain subject to the direct negotiation between you and the Dealer.
b. The prices listed by Dealers on the AutoGravity Services often exclude sales tax, finance charges, title, license, regulatory, dealer documentary, emission testing, and compliance fees, any or all of which may be added to the listed price of a vehicle to arrive at the final sale price of a particular unit of vehicle inventory. Before purchasing or leasing a vehicle or any other good or service that you have been introduced to on the AutoGravity Services, you should confirm with the seller of that vehicle, good, or service any information that may be important to your purchase or lease decision, including the price and included features or equipment. AutoGravity is not responsible for, and does not guarantee or warrant, any vehicle, good, or service that you have researched or found on the AutoGravity Services.
4. Obtaining Finance Offers.
a. If you have expressed interest in purchasing or leasing a vehicle through the AutoGravity Services, we may display financial offers from our Lenders. As mentioned above, we are not a party to any transaction between you and any Lender that originate on or through the AutoGravity Services. Your initial credit request submitted to AutoGravity is considered an inquiry to be matched with Lenders’ pre-established credit criteria, not an application for credit. You must complete a formal credit application with a Lender should you choose to accept one of their credit offers. The terms of any finance transaction remain subject to the direct negotiation between you and the Lender.
b. AutoGravity does not guarantee your credit inquiry will result in a conditional offer from any Lender, or that any specific term, rate, or condition will be available from Lender. Credit approval standards are established and maintained solely by Lenders, and AutoGravity does not participate in any way in making a Credit Decision. Credit approval may be subject to market conditions, approval, qualification, and other criteria as applicable and the rates, terms, and fees of any Lender may be higher or lower than the credit offer depending on your credit profile. AutoGravity does not guarantee that the credit terms or rates offered and made available by Lenders will be the best terms or lowest rates available. Before accepting any offer of credit, you should evaluate the suitability and desirability of such offer of credit. AutoGravity is not responsible for, and does not guarantee or warrant, any vehicle, good, or service that you have researched or found on the AutoGravity Services.
d. AutoGravity relies on consumer reports, scores and other information about you provided by credit reporting agencies and other third parties to provide its services to you. Your express consent for AutoGravity to obtain this information is granted in Section 7 below. AutoGravity does not extend credit to its users, and the reports it obtains from credit reporting agencies are not used for that purpose (a “soft credit inquiry”). However, if you make an application for credit with a Lender, the Lender may, subject to its own agreement and consents obtained from you, obtain information from credit reporting agencies before they extend credit to you (a “hard credit inquiry”). Please be advised that hard credit inquiries may affect your credit score, and that you should review the Lender’s terms and conditions carefully before applying for credit.
5. Limitations and Restrictions on Use of the AutoGravity Services.
a. The material that appears on the AutoGravity Services is for general informational purposes only. While we aim to provide accurate information, the AutoGravity Services may, from time to time, contain errors. The AutoGravity Services includes materials and information collected from and provided by third parties that we may not have evaluated or reviewed. We make no guarantees regarding the accuracy, completeness, timeliness, or reliability of the materials or information on the AutoGravity Services, and you should not rely on it without independent verification.
b. AutoGravity may use your credit information and other information we obtain to analyze, sort, or present certain information or features to you. Any analysis and estimates we provide as part of the AutoGravity Services are for illustrative and informational purposes only. Our analysis and estimates are based on certain assumptions and use only the data that we have. The methodology we use to determine which offers, analysis, or other information is presented or highlighted is proprietary and we may elect to consider, ignore, emphasize, or de-emphasize certain factors in our sole and absolute discretion.
c. With respect to offers from our partners, including our Dealer and Lender partners, we do not guarantee that you will be presented with offers for any particular vehicle, product, or services or that you will meet the approval criteria for any particular offer.
d. We control and operate the AutoGravity Services from the United States and we make no representations or warranties that the information, products, or services provided through the AutoGravity Services or our Content (defined below) are appropriate for access or use in other jurisdictions. You are not permitted to access or use the AutoGravity Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of the AutoGravity Services or the provision of any of our Content to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion.
e. You must comply with all applicable laws when using the AutoGravity Services. You are not permitted to use the AutoGravity Services to obtain any finance offer or credit information under false pretenses or in violation of the Fair Credit Reporting Act or applicable state or federal law.
f. The AutoGravity Services or communications to you may contain third-party content or links to third-party sites, applications or services (collectively, “Third-Party Content”). We do not control, maintain, or endorse the Third-Party Content and we are not responsible or liable for any Third-Party Content, including any damages, losses, failures, or problems caused by related to, or arising from the Third-Party Content. Your interactions and business dealings with the providers of the Third-Party Content, including products or services offered by such third parties, are solely between you and the third party. You should review all of the relevant terms and conditions associated with Third-Party Content, including any privacy policies and terms of service. We are not responsible for any information that you agree to share with third parties in connection with Third-Party Content.
6. Ownership and Infringement
a. Subject to and conditioned upon your compliance with this Agreement, AutoGravity hereby grants to you a limited, revocable, non-exclusive, personal, non-sublicensable, non- transferable, and non-assignable license to use certain software applications and platforms accessible through the AutoGravity Services. Nothing in this Agreement or AutoGravity Services grants you, by implication, estoppel, or otherwise, any license or right to use our Content except as expressly stated in this Agreement. AutoGravity reserves all other rights in AutoGravity Services that are not expressly granted to you in this Agreement
b. It is your obligation to comply with all applicable local, state, federal, and international laws applicable to your use of the AutoGravity Software. Except as expressly specified in this Agreement, you may not: (i) copy or modify any portion of the AutoGravity Services or its underlying technology; (ii) transfer, sublicense, lease, lend, rent, or otherwise distribute any portion of the AutoGravity Software or any underlying technology to any third party; (iii) use any portion of the AutoGravity Software or any underlying technology in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; (iv) modify, export, or re-display any content contained in any portion of the AutoGravity Services; (v) use any automated methodology to abusively access, index, search, copy, monitor or deny service to the AutoGravity Services; (vi) access the AutoGravity Services for competitive purposes; (vi) fraudulently or deceptively access the AutoGravity Services or allow others to do the same; (vii) distribute harmful computer code to or through the AutoGravity Services; (viii) use the AutoGravity Services in any way that is intended to harm, or that a reasonable person would understand would likely result in harm to, you or others; or (viii) circumvent any measures implemented by AutoGravity aimed at preventing violations of this Agreement.
c. All content and materials, including but not limited to images, text, visual interfaces, information, data, and computer code, provided by us through the AutoGravity Services (our “Content”) and all related intellectual property rights are the property of AutoGravity and/or its third-party licensors. Our Content is protected by U.S. and international intellectual property laws and treaties. You are permitted to use our Content only on the AutoGravity Services and you may not copy, modify, sell, reproduce, distribute, republish, display, post, create derivative or collective works from, or transmit in any form (including in-line linking or mirroring) our Content, in whole or in part, without our express prior written consent.
d. The AutoGravity Services may also display certain intellectual property, such as company, product, and service name and logos, that is owned by dealers, lenders, manufacturers and other third parties (“Third-Party Intellectual Property”). Nothing in this Agreement or the AutoGravity Services grants you, by implication, estoppel, or otherwise, any license or right to copy, modify, sell, reproduce, distribute, republish, display, post, create derivative works from or transmit in any form (including in-line linking or mirroring) any of our Third-Party Intellectual Property.
e. AutoGravity and the AutoGravity logo are all trademarks owned by us or our licensors. The names of other products and services referred to on the AutoGravity Services may be the trademarks of their respective owners. You may not use any trademark or service mark appearing on the AutoGravity Services without the prior written consent of the owner of the mark.
7. Customer Account Access
a. General Requirements. To obtain access to certain services from the AutoGravity Services, you may be required to register on the AutoGravity Services. As part of the registration process, you will be required to select a password to associate with your user name. You agree to (i) create only one account; (ii) provide accurate, truthful, current, and complete information when creating your account; (iii) maintain and promptly update your account information; (iv) maintain the security of your account by not sharing you username or password with others and restricting access to your account; and (v) promptly notify us if you discover or otherwise suspect any security breaches relating to the AutoGravity Services or your account.
10. Termination of Use. The Agreement is effective until your member account, if applicable, is deactivated by either you or AutoGravity and you discontinue all use of the AutoGravity Services. AutoGravity may, without prior notice to you, terminate your use of and access to any parts of the AutoGravity Services. All terminations will be made in our sole discretion and you agree that we will not be liable for any termination of your use of or access to the AutoGravity Services. Notwithstanding the foregoing, any section of the Agreement that by its nature is intended to survive termination of the Agreement or your use or access to our Services or our Content will survive such termination.
11. Online Child Privacy Protection. The Website, the App, and the Services are not intended for children under the age of thirteen (13) years and do not encourage any person under the age of eighteen (18) to provide their personal information. Accordingly, our policy is that we do not intentionally collect information from children under the age of thirteen (13). If we are aware that we have collected such information, we will comply with the requirements of the Children's Online Privacy Protection Act (COPPA), including the removal of such information from our systems. For additional information about COPPA, you can access the Federal Trade Commission's website at: www.FTC.gov.
12. Copyright Infringement Notice. If you are an owner of intellectual property who believes your intellectual property has been improperly posted or distributed via the AutoGravity Services, please notify us by sending an email to email@example.com or by sending a notice by U.S. Mail to: AutoGravity, 15495 Sand Canyon Ave., Suite 100, Irvine, CA 92618, Attn: Legal Department/Copyright. Your notice to us must include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work allegedly infringed; (2) a description of the copyrighted work or works that allegedly have been infringed; (3) a description of where on the AutoGravity Services the allegedly infringing material appears that will allow us to locate the material; (4) your contact information, including your address, telephone number, and, if available, email address; (5) a statement by you that you have a good faith belief that the allegedly infringing use has not been authorized by the copyright owner, its agent, or the law; and (6) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the copyrighted work that has allegedly been infringed.
13. No Agency. Except where provided for in a separate agreement with AutoGravity, no agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by this User Agreement. Without limiting the foregoing, except as expressly set forth herein, AutoGravity is not acting and does not act as an agent for you in connection with your use of the AutoGravity Services.
a. THE AUTOGRAVITY SERVICES, OUR CONTENT, AND ANY INFORMATION, PRODUCT, OR SERVICE AVAILABLE THROUGH THE AUTOGRAVITY SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. AUTOGRAVITY, ON BEHALF OF ITSELF, ITS AFFILIATES AND ITS LICENSORS, DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE AUTOGRAVITY SERVICES, OUR CONTENT, AND ANY INFORMATION, PRODUCT, OR SERVICE AVAILABLE THROUGH THE AUTOGRAVITY SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY, ACCURACY, COMPLETENESS, CURRENTNESS, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
b. IF YOU RELY ON THE AUTOGRAVITY SERVICES, OUR CONTENT, OR ANY INFORMATION, PRODUCT, OR SERVICE AVAILABLE THROUGH THE AUTOGRAVITY SERVICES, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, INACCURACIES, AND/OR OTHER PROBLEMS WITH THE INFORMATION, PRODUCTS, AND SERVICES PUBLISHED ON OR PROMOTED THROUGH THE AUTOGRAVITY SERVICES. AUTOGRAVITY DOES NOT GUARANTEE THAT THE AUTOGRAVITY SERVICES WILL BE ERROR FREE, OR CONTINUOUSLY AVAILABLE, OR THAT THE AUTOGRAVITY SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
15. Limitation of Liability.
a. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL AUTOGRAVITY OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE AUTOGRAVITY SERVICES OR ANY PRODUCT OR SERVICE LINKED TO OR FROM OR ADVERTISED OR PROMOTED ON THE AUTOGRAVITY SERVICES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, AND LOSS OF DATA), EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE AGGREGATE LIABILITY OF AUTOGRAVITY AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM ARISING OUT OF OR OTHERWISE RELATING TO THE AUTOGRAVITY SERVICES WILL NOT EXCEED ONE-HUNDRED DOLLARS ($100 USD), IF ANY, FOR THE USE OF THE AUTOGRAVITY SERVICES OUT OF WHICH SUCH LIABILITY ALLEGEDLY ARISES.
b. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU AND AUTOGRAVITY.
a. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS AUTOGRAVITY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING, BUT NOT LIMITED TO, ALL ATTORNEYS’ FEES RESULTING FROM (I) YOUR USE OF THE AUTOGRAVITY SERVICES OR OUR CONTENT; (II) YOUR VIOLATION OR ALLEGED VIOLATION OF THE AGREEMENT OR YOUR VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAW; (III) YOUR INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY OTHER PERSON OR ENTITY; OR (IV) ANY DISPUTE BETWEEN YOU AND A THIRD PARTY, INCLUDING ANY PROVIDER OF THIRD-PARTY CONTENT. THIS DEFENSE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THIS AGREEMENT AND YOUR USE OF THE AUTOGRAVITY SERVICES.
17. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, then that provision of the Agreement shall be replaced with a valid provision having similar effect to the greatest extent possible, and the remaining provisions will remain in full force and effect.
18. Governing Law and Dispute Resolution.
a. ARBITRATION AGREEMENT. YOU AND AUTOGRAVITY AGREE THAT ANY CLAIMS OR DISPUTES (“CLAIMS”) THAT ARISE OUT OF OR RELATE IN ANY WAY TO THE TERMS OF THE VISITOR AGREEMENT, THE AUTOGRAVITY SERVICES, OR ANY SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT. In arbitration, there is no judge and no jury. Instead, Claims are decided by an arbitrator whose authority is created by and governed by this arbitration agreement. Review of arbitration awards in the courts is very limited.
b. CLASS ACTION WAIVER: YOU AND AUTOGRAVITY AGREE THAT ALL CLAIMS BETWEEN US WILL BE RESOLVED IN AN INDIVIDUAL ARBITRATION. WE BOTH AGREE THAT THERE WILL BE NO CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTIONS IN ARBITRATION. In addition, neither you nor AutoGravity may participate in a class or representative action in court as a class member if the claims asserted in the litigation would fall within the scope of this arbitration agreement if asserted directly by you or AutoGravity. To be clear, you and AutoGravity both waive any right to participate in any class action involving disputes between us.
c. This class action waiver is an essential part of our arbitration agreement and may not be severed. If for any reason this class action waiver is found unenforceable, then the entire arbitration agreement will not apply. However, the Jury Trial Waiver set forth in Section 19 of this Agreement will remain in full force and effect.
d. ARBITRATOR AUTHORITY: The arbitrator’s authority is governed by this arbitration agreement. You and AutoGravity agree that the arbitrator may award the same relief that a court of competent jurisdiction could award - consistent with and limited by the User Agreement (including the limitations of liability set forth in Section 15), but the arbitrator may not award declaratory or injunctive relief that extends beyond you and your dealings with AutoGravity. An arbitrator may award attorneys' fees and costs to the prevailing party if a court would be authorized to do so under the applicable law.
e. ARBITRATION PROCEDURES: You and AutoGravity agree that your agreement affects interstate commerce, and the Federal Arbitration Act applies. All arbitrations shall be conducted by JAMS under its Streamlined Arbitration Rules and Procedures. These Rules are available on the JAMS website at http://www.jamsadr.com or by calling 949-224-1810. If there is a conflict between the JAMS Rules and this arbitration agreement, then this arbitration agreement shall control. AutoGravity will pay all filing fees and costs associated with commencing an arbitration, but you will be responsible for paying your own attorneys’ fees (if you chose to use an attorney in arbitration) unless you prevail in the arbitration and the arbitrator finds that you are entitled to recover your fees under the law. Except for claims determined to be frivolous, AutoGravity agrees not to seek an award of attorneys’ fees in arbitration even if an award is otherwise available under applicable law. If you bring an arbitration against AutoGravity, the arbitration hearing will be held in your hometown area, unless we both agree on a different location.
f. SURVIVAL: This arbitration agreement survives the termination of this Agreement between you and AutoGravity.
19. Jury Trial Waiver. You expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that if for any reason the arbitration agreement contained in Section 18 is not enforced or is found inapplicable, our claims against each other will be resolved by a judge rather than a jury.
20. Notice for Users in California. This notice is for users of the AutoGravity Services residing in the State of California. Please be advised that the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be reached by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210.
21. Miscellaneous. This User Agreement represents the parties’ entire understanding relating to the use of the AutoGravity Services and supersedes any prior or contemporaneous, conflicting or additional communications. You may not assign this User Agreement without the prior written approval of AutoGravity but AutoGravity may assign this User Agreement without restriction. Any purported assignment in violation of this section shall be void. The terms and conditions herein may be waived or amended only in writing and only by the party that is entitled to the benefits of the term(s) or condition(s) being waived or amended. Any and all rights not expressly granted herein are reserved by AutoGravity.
22. Contact Us. Please feel free to contact us with any comments, questions, or suggestions you might have regarding the Services. If you have any concerns about any aspect of our Services, please let us know and we will do our best to respond promptly and to try to resolve any issue. You can contact us at firstname.lastname@example.org.