Data Provider Terms and Conditions
The following are incorporated by reference into the services agreement between you and Auto I.D.:
Black Book maintains and publishes a proprietary database consisting of fifteen model years of information relating to the vehicle identification number, model year, make, model, series and body style, universal vehicle code, engine descriptions, extra clean, clean, average and rough retail value, Finance Advance™, MSRP, First Values™ (values for used current model vehicles, i.e. 2014 model year) clean, average and rough trade-in values and extra clean, clean, average and rough wholesale United States pricing information for used cars, vans and light trucks as published in May of 1999 and all weekly and monthly updates that have been published thereafter (the “Data”). The residual value (“Residual Value”) shall mean 12-24-30-36-42-48-60-72 month residual values. Residual Values shall be included in the Subscriber’s Services as Data if purchased. Black Book shall provide daily, weekly and monthly updates to the Data. Black Book shall have the right to make changes to the Data at any time.
Customer and third parties accessing the Data shall not directly or indirectly (i) disassemble, decompile, reverse engineer or otherwise modify or alter the Data or the Web Service Site; (ii) copy or reproduce in any form or medium all or any part of the Data; (iii) create any derivative work from, or adaptation of the Data; (iv) assign, transfer, market, lease, license, sell, or otherwise publish, communicate, distribute or display to third parties in any form or medium all or any part of the Data; (v) create or provide any valuation guides or services based in whole or in part on the Data, alone or in combination with any other data; (vi) download the Data to PCs or any other computer or electronic device, store the Data in a retrieval system; (vii) establish a network for use of the Data or provide database services to any third party; (viii) transmit, in any form, or by any means, electronic, mechanical, photocopying, recording, or otherwise, in whole or in part, the Data and documentation; (ix) Customer shall not directly or indirectly distribute or reproduce the Data and documentation, in whole or in part, to on-line services, on other categories of communication over the Internet other than through Customer’s Services, or to other electronic distribution systems, including without limitation, others engaged in the publication, reproduction and distribution of information, or provide any Internet, service bureau, outsourcing or third-party services, or (x) link to or otherwise create links to the Data. Notwithstanding anything herein to the contrary, the license granted hereunder grants Customer the right to use the Data as permitted in this Agreement and for back-up or archival purposes.
Auto I.D. hereby grants Customer a personal, non-transferable and non-exclusive limited license to use the web based application service program (the “Website Program”) consisting of a compilation of certain modules of the Website Program combined with National Auto Research Division, Hearst Business Media Corporation’s (“NAR’s”) proprietary database consisting of fifteen model years of information relating to the vehicle identification number, model year, make, model, series and body style, universal vehicle code, engine descriptions, extra clean, clean, average and rough retail value, Finance Advance™, MSRP and extra clean, clean, average and rough wholesale United States pricing information for used cars, vans and light trucks and further grants Customer a personal, nontransferable and nonexclusive limited sublicense to use the Data within the Website Program under a license granted by NAR to Auto I.D.. NAR is a third party beneficiary under this Agreement and may enforce its rights hereunder directly against Customer, 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.
Customer is only authorized to access the Data within the Website Program for its own internal use to facilitate loan originations and insurance policies on new and used vehicles.
Customer agrees that NAR owns all rights, title and interest in and to the Data, and any derivative works thereof, including but not limited to all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill and all rights, title and that all rights, title and interest shall remain with NAR and use of the Data by Customer or any information therein by any person or firm other than Customer‘s or its employee (on a need to know basis) is prohibited by NAR. Customer shall keep confidential the Data or any information therein and use its best efforts to prevent and protect the contents of the Data from unauthorized disclosure, copying or use. The Data is protected by U.S. copyright law and the Black Book® trademark is registered with the U.S. Patent and Trademark Office, Reg. No. 767893.
ALTHOUGH NAR MAY COMPILE THE DATA CONTAINED WITHIN THE WEBSITE PROGRAM, NAR DOES NOT WARRANT THE WEBSITE PROGRAM OR THE CONTENTS THEREIN. THEREFORE, THE DATA IS PROVIDED “AS IS” AND NAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF THE DATA FROM WHICH THE DATA IS COMPILED, THAT THE DATA IS FREE FROM ERRORS AND OMISSIONS, THE MERCHANTABILITY AND FITNESS OF THE DATA FOR A PARTICULAR PURPOSE, OR USE, OR PERFORMANCE OR RESULTS OBTAINED BY USING THE DATA WITHIN THE WEBSITE 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 RESPECT TO THE WEBSITE PROGRAM, AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.
Customer’s obligations concerning misuse and confidentiality of the Data and NAR's right of action or claim against Customer 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.
J.D. Power Used Car Guide
With respect to services providing the J.D. Power Used Car Guide DATA, Customer agrees as follows:
(1) Customer acknowledges that the license to use the J.D. Power Used Car Guide DATA granted hereunder shall not permit Customer to market, sublicense or utilize the J.D. Power Used Car Guide DATA separate from or independent of the VAR’s Service.
(2) Customer agrees to not disassemble, decompile, reverse engineer or otherwise modify or alter the J.D. Power Used Car Guide DATA.
(3) Customer agrees that the J.D. Power Used Car Guide 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 VAR’s Service.
(4) Except as otherwise provided in the terms of this license agreement, Customer 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 J.D. Power Official Used Car Guide® (hereinafter, the “J.D. Power Used Car Guide Values”), without the prior written consent of J.D. Power Used Car Guide.
(5) Customer acknowledges and agrees that the J.D. Power Used Car Guide DATA, the J.D. Power Used Car Guide Values, all enhancements and derivative works, are the sole property of J.D. Power Services Corporation, and are subject to a valid copyright. Customer acknowledges that J.D. Power Used Car Guide has created the J.D. Power Used Car Guide Values and the J.D. Power Used Car Guide DATA at great time and expense and that the J.D. Power Used Car Guide Values and the J.D. Power Used Car Guide DATA contain confidential and proprietary information protected by copyright and trade secret laws. Customer further acknowledges that certain of its employees will become familiar with the J.D. Power Used Car Guide DATA and that J.D. Power Used Car Guide may suffer great harm if Customer, or its employees disclose the J.D. Power Used Car Guide DATA to a third party. Customer, therefore, agrees to: (a) hold the J.D. Power Used Car Guide DATA in strict confidence; (b) disclose the J.D. Power Used Car Guide DATA only to Customer’s employees to whom knowledge is required for its proper use hereunder; (c) cause such employees to hold the J.D. Power Used Car Guide DATA in strict confidence; and (d) take steps to prevent the accidental or otherwise unauthorized disclosure of the J.D. Power Used Car Guide DATA. The confidentiality obligations of Customer contained in this paragraph shall survive termination of this license agreement.