LotLinx Services Agreement - Order Form

LotLinx Services Order Form / Enrollment Form
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Enrollment Page
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Agency Billing
Southeast FDAF F150 Leather & Liner Program Enrollment Form

March 1 - April 30, 2020
Free Trial Agreement
Dealership Information
Please provide your dealership information.
Dealership Name*
Auto Group (if applicable)
Dealership Website*
Contact Information
Primary Contact*
Primary Contact Title*
Primary Contact Phone*
Primary Contact Email*
- Check here if general manager is not the same as primary contact
General Manager Name*
General Manager Phone*
General Manager Email*
Billing Information
Hidden
- Check here if billing contact is not the same as primary contact
Name*
First Last
Dealership Name*
Email*
Phone Number*
Address*
Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country
Payment Type*
- Credit Card
- Other Billing Options
Payment Type
- 60 Day Free Pilot
Other Billing Type
If you are requesting ACH billing a LotLinx representative will e-mail you the ACH form.
Please speak with your LotLinx sales representative to discuss other payment options.

If you do not yet have a LotLinx representative you can reach our team at 800-420-3397
You can also chat with the enrollment team during business hours.
Credit Card*
American Express
Discover
MasterCard
Visa
Supported Credit Cards: American Express, Discover, MasterCard, Visa
Card Number Expiration Date Security Code Cardholder Name
LotLinx Set Up*
Price:
Partner Name
iHeart Market Code
Initial Commitment Term
90-days*
_{See Terms of Service for term, termination and cancellation details.}
Program Duration
90 day minimum commitment*
_{See Terms of Service for term, termination and cancellation details.}
Program Duration
Initial commitment term 60 days*
Monthly Core Investment
Amount*
Amount*
Nissan Move-up amount
_{*The minimum monthly recurring Core Investment for LotLinx Services is the greater of $2250 or the initial MSA Investment amount (the "Core Investment").}
_{*The minimum monthly recurring Core Investment for LotLinx Services under the Nissan Move-up program is the greater of $525 or the initial MSA Investment amount (the "Core Investment").}
LotLinx
LotLinx Package:*
LotLinx Package:*
Xcite LotLinx /AI/ campaign runs for 14 days and is non-recurring. Please choose your initial campaign.
Number of VINs to target:*
Please enter a number greater than or equal to 10.
Targeted Models / Instructions*
Cost of campaign:
Product Setup Details
Please provide LotLinx with information regarding your various providers.
This information will be used to request an inventory feed be sent to LotLinx from your feed provider as well as the installation of any necessary scripts on your dealership website.
Eligible Website Provider
The following are the website providers that have been approved by Ford for the current promotion.
- Dealer.com
- Jezel
- Dealer On
- CDK/Cobalt
- Work Truck Solutions
Website Host Company*
Website Host - Other*
Inventory Feed Provider Company*
Inventory Feed - Other*
Google Analytics Sharing
Google Analytics data is the backbone to LotLinx tools and reporting.
While we will always show the traffic and data related directly to LotLinx, we will be unable to show any correlation or comparison to other data points without GA access.

Due to the deep integration of our Vin View Optimizer™ and Google Analytics we will be unable to proceed with set up if access is not granted.
GA Access*
- I acknowledge that LotLinx will reach out to me during setup to obtain access to my GA account.
Additional Information
Enrollment Notes:
Terms of Service
_{Dealer Agent/Agency-of-Record represents it has the scope and authority to accept on behalf of the Dealer(s) listed in this MSA.}
Terms of Service for 10 VIN Free Trial Promotion Agreement
SERVICES END USER AGREEMENT
You have enrolled in digital marketing campaign(s) (“Campaign(s)”), provided through the LotLinx, Inc. digital marketing platform (“Service Provider”) and made available by the Southeast FDAF (“Campaign Sponsor”) to drive incremental, in-market, new Ford vehicle shoppers directly to Dealer’s Vehicle Details Pages (VDPs) on Ford-branded dealer websites. Dealer agrees to use the Services in accordance with the terms set forth in this Services End User Agreement (“EUA”) and any other policies for participation in Campaign Sponsor events by enrolling in the Services and opting into participation of each Campaign. The definition of includes Dealer’s online access to any enrollment portal, informational web pages, and/or online reporting service (collectively, the ” Services”) provided by the Ford Commercial Truck Division or its Agency-of-Record or the Service Provider to provide the Campaign.
1. Service Provider Tracking Code & Google Analytics.
1.1 As a requirement to receive the Services, Service Provider needs to access to Your Google Analytics, Dealer grants Service Provider access to Dealer’s Google Analytics account to set up Your ability to identify the quantity of sessions sent to Your VDP, and to assess the quality of traffic through the “Edit and Collaborate” service for Google Analytics and other optimizing features.
1.2 Dealer will cooperate with Service Provider and Campaign Sponsor to setup the Services, including but not limited to instructing each of Your website administrators to facilitate the integration of the Service Provider Tracking Code. Service Provider will deploy Google Tag Manager events and the Service Provider Events Tracking Tool which will inform Google Analytics when visitors are looking at the pictures on Your VDP or track other Campaigns. USE OF GOOGLE ANALYTICS INCORPORATED IN THE SERVICES IS GOVERNED BY THE THEN CURRENT STANDARD TERMS AND CONDITIONS OF THE SOFTWARE LICENSOR AVAILABLE AT WWW.GOOGLE.COM/ANALYTICS.
2. Dealer Content.
2.1 License. For the content that Dealer provides to Service Provider in order to provide the Services (“Dealer Content”) You hereby grant Service Provider and Campaign Sponsor a royalty-free, non-exclusive license to use, copy, encode, enhance, store, reproduce, edit, modify, translate, transmit, publish, syndicate, sublicense, and publicly display the Dealer Content. Service Provider reserves the right to share Dealer Content with Publishers. Publishers may, among other things, enhance Dealer Content to provide specific information related to the Publisher’s target audience (“Publisher Content”). You will retain all copyrights and any other rights You already hold in the Dealer Content that You submit, post or display on or through the Services, or which You provide to Service Provider or its Publishers. Service Provider and Publishers retain all ownership and license rights in their respective content or enhancements or modifications to any content hereunder and Dealer does not acquire any ownership or license by right or implication thereto.
2.2 Rights to Dealer Content. You agree not to provide Dealer Content that You do not have the right to provide or that Service Provider does not have the right to publish or syndicate. You agree not to provide any Dealer Content that infringes or misappropriates any third party rights, advertises illegal goods or services, or is defamatory, inaccurate or otherwise tortious or criminal. If You discover that Dealer Content supplied to Service Provider violates the foregoing, You must (a) immediately upload new, correct Dealer Content, and (b) notify Service Provider at operations@lotlinx.com. If Service Provider discovers that Dealer Content violates the foregoing, Service Provider will (a) immediately remove the Dealer Content that violates this Section 2.2, and (b) will notify You so You can provide Service Provider with new Dealer Content. YOU AGREE TO DEFEND AND INDEMNIFY SERVICE PROVIDER FOR ANY CLAIM RELATING TO DEALER CONTENT, EXCEPT TO THE EXTENT THE CLAIM IS BASED ON MODIFICATION OR ALTERATION MADE TO SUCH DEALER CONTENT BY SERVICE PROVIDER OR ITS AFFILIATES. YOU HEREBY REPRESENT AND WARRANT THAT ANY AND ALL DEALER CONTENT SUBMITTED FOR PUBLICATION OR DISPLAYED ON YOUR WEBSITE WILL NOT VIOLATE OR OTHERWISE INFRINGE UPON ANY COPYRIGHT, TRADEMARK, PATENT, STATUTORY, REGULATORY, STATE, FEDERAL, OR COMMON LAW, POLICY, PRIVACY, OR PROPRIETARY RIGHT OF OTHERS, OR CONTAIN ANYTHING CONSIDERED OBSCENE OR LIBELOUS.
3. Changes to the Services. Service Provider reserves the right to modify, refine, or change the Services as appropriate or necessary to satisfy the objectives of the Services, or as reasonably necessary upon notice to You and your Campaign Sponsor.
4. Restriction on the use of Services. Use of the Services are subject to the applicable policies of the Publishers that display Dealer Content via ads, videos, or other advertising media in connection with the Services, including without limitation any Publisher’s or applicable third-party policies. You are solely responsible for the accuracy of Dealer Content and You agree to comply with all applicable laws, regulations, advertising policies, and communication policies. Service Provider may modify Dealer Content to comply with any laws, regulations, or Policies in its sole discretion. Where Service Provider has modified such Dealer Content, LotLinx will be responsible for such modification. You agree not to access, or attempt to access, any of the secure web services by any means other than through the interfaces that are made accessible by LotLinx or the Services Provider. Without limiting the foregoing, You agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any secure web service or other program associated with the Services.
5. Access to Your Website. In the event the performance of the Services requires the Service Provider to access Your inventory and analytics to perform the Services, You will specifically request and authorize such access for Service Provider and will provide, and have all rights and authorizations required to provide access to such information. You understand and agree that Service Provider may engage a data polling service to poll and transmit data from the Your inventory or other systems in order to provide the services requested. You hereby grant to Service Provider a royalty-free, non-exclusive, non- transferable, license to use sales and inventory data (to the extent available) obtained from Your computer systems for the purposes of (a) consumer, vehicle, and industry research and reference, (b) evaluation of performance, (c) combining with other data to create proprietary reports and guides, and (d) generating market analysis data and related products; provided, the sales and inventory data shall not be used to sell to Your name any third party or provide the individual name of any consumer or customer.
6. Nonexclusive License. Service Provider grants You a personal, revocable worldwide, royalty-free, non-assignable, and non-exclusive license, without the right to sublicense, to use the Services and related Service Provider Content, and any trademark included herein, provided to You by Service Provider as part of the Services provided to You. This non-exclusive license is for the sole purpose of enabling You to use and enjoy the Services in the manner permitted hereunder. This License will terminate upon the termination of this Agreement. You will not, and You will not allow any third party to, (i) copy, modify, adapt, translate or otherwise create derivative works of the LotLinx Services and/or Application Services or any documentation provided to You by LotLinx; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Services or the documentation provided to You by Service Provider; (iv) remove any proprietary notices or labels on the Services or placed by Service Provider; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services; or (vi) use data labeled as belonging to a third party in the Services for purposes other than generating, viewing, and downloading reports made accessible by Service Provider. You will comply with all applicable laws and regulations in Your use of and access to the Services.
7. Confidentiality. Neither Party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
8. Ownership of Intellectual Property.
8.1 Service Provider owns and shall own all worldwide right, title, and interest (including copyright and other proprietary or intellectual property rights) in and to the Services, including any and all improvements thereto and derivative works. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use Services outside of the scope of these Terms of Service; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Services or otherwise attempt to discover any source code or trade secrets related to the Services; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Services; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of Service Provider; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with LotLinx other than in the name of Service Provider; (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Services; or (h) challenge or contest, whether directly or indirectly, the validity of Service Provider’s ownership of such copyrights, trademarks, or any other intellectual property, or assist any other third party in doing so.
8.2 You own and shall own all worldwide right, title, and interest in and to Your trade and service marks, copyrights, and proprietary products and services, including any and all intellectual property rights and improvements and derivative works thereto. Service Provider reserves the right to share Your content with Publishers (e.g. the Affiliate network). Publishers may, among other things, enhance Your content to provide specific information related to the Publisher’s target audience. You will retain any copyright and any other rights You hold in the content You submit, post or display on or through the Services, or which You provide to Service Provider.
9. No Product or Service Warranties. IF YOU RELY ON THE SERVICE PROVIDER WEBSITE OR ANY INFORMATION, PRODUCT OR SERVICE AVAILABLE THROUGH SERVCIE PROVIDER, YOU DO SO AT YOUR 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 OVER SERVICE PROVIDER’S WEBSITE AND/OR THROUGH AFFILIATED PRODUCTS OR SERVICES. SERVICE PROVIDER’S WEBSITE AND ANY AFFILIATED PRODUCTS AND SERVICES ARE PROVIDED TO YOU “AS IS.” SERVICE PROVIDER AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH SERVICE PROVIDER’S WEBSITE OR THE SERVICES (OR ANY INFORMATION, GOODS OR SERVICES THAT ARE REFERRED TO, ADVERTISED OR PROMOTED ON, OR SOLD THROUGHSERVICE PROVIDER OR CAMPAIGN SPONSOR), NOR DOES SERVICE PROVIDER OR ITS AFFILIATES, AGENTS AND LICENSORS GUARANTEE THAT ANY WEBSITE AND/OR ANY AFFILIATED PRODUCT OR SERVICE WILL BE ERROR FREE OR CONTINUOUSLY AVAILABLE, OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND THE CONTENT IS AT YOUR SOLE RISK AND IS PROVIDED “AS IS” AND “AS AVAILABLE.”
10. LIMITATION OF LIABILITY. SERVICE PROVIDER’S LIABILITY TO YOU OR YOUR AFFILIATES, FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000) FOR ANY CLAIM RELATED TO YOUR USE OF THE SERVICES. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO YOU FOR ANY NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, MISREPRESENTATION, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES, DIRECT LOST PROFITS, INDIRECT LOST PROFITS, OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OR CONTRACT, TORT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT SERVICE PROVIDERS’S LIMITATIONS OF LIABILITY DETAILED ABOVE APPLIES TO THE SERVICE PROVIDER’S EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, AFFILIATES, AND LICENSORS.
11. Governing Law, Venue for Resolving Disputes, Binding Arbitration. The laws and jurisdiction of the State of Illinois without regard to its conflict or choice of law provisions governs this Agreement and the provision of the Services.

Any dispute or controversy arising hereunder or in connection with Your use of the Services, Your relationship with LotLinx, Your access to the website or any of the sites affiliated with Service Provider, this Agreement or otherwise shall be settled exclusively by arbitration as set forth here. Any dispute or controversy shall be submitted to a single arbitrator to be chosen by mutual agreement of the parties from the panel of arbitrators at the JAMS Chicago, Illinois office within five (5) days after the request for arbitration notice is received by a Party. If the Parties, within such time, cannot agree on an arbitrator, the arbitrator shall be chosen pursuant to the JAMS Comprehensive Arbitration Rules & Procedures from its panel of arbitrators at the JAMS, Chicago, Illinois office. A copy of the Rules & Procedures can be found here http://www.jamsadr.com/rules-comprehensive-arbitration. The arbitration hearing shall be held in Cook County, Illinois, United States of America, or at such other place that the parties and the arbitrator mutually agree upon, such agreement shall take place no later than thirty (30) days after the demand for arbitration is received in writing. You acknowledge and agree that any arbitration hereunder will be subject to JAMS Expedited Procedures Rule 16.1 and 16.2 and any other JAMS Rules and Procedures not in conflict with the Expedited Procedure Rules shall apply.

The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration clause and without abridgment of the powers of the arbitrator. YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS SECTION, WHICH DISCUSSES ARBITRATION. YOU AGREE TO SUBMIT ANY PRESENT AND FUTURE CLAIMS AGAINST SERVICE PROVIDER TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES AGAINST SERVICE PROVIDER.
All capitalized terms in this or any other Order and the Special Product Terms found at https://lotlinx.com/wp-content/uploads/Special-Product-Terms-WEBSITE-Rev.-2024.06.10.pdf (the "Special Product Terms") take their meaning from the Terms and Conditions for the LotLinx Master Services Agreement found at www.lotlinx.com/agreements (the “Terms”) unless otherwise defined in this Order. All references to “you” and “your” in this Order mean the “Customer” as that term is defined in the Terms. You agree that this Order is governed by the Terms or any other terms and conditions that the Parties may agree upon in writing and that this Order shall prevail in the case of any conflict between the Terms and this Order. For additional information regarding how LotLinx uses data, please read our Privacy Policy located at https://lotlinx.com/privacy-policy/. By submitting this Order to LotLinx, you are agreeing to the terms of that Privacy Policy.
TERMS OF SERVICE FOR “10 VIN FREE TRIAL PROMOTION” AGREEMENT
This Terms of Service for 10 VIN Free Trial Promotion Agreement (the “Agreement”), effective the day you accept by clicking “I ACCEPT” (the “Effective Date”) entered into by LotLinx, Inc., together with its wholly owned subsidiaries, LotLinx’s related companies, LotLinx’s affiliates and/or resellers (collectively “LotLinx”), and the entity executing this Agreement (referred to as “Dealer”, “You”, or “Your”). This Agreement governs Dealer’s participation in the 10 VIN FREE TRIAL PROMOTION (the “Promotion”). This Agreement is also subject to LotLinx’s Privacy Policy, as may be amended from time to time. BY CLICKING “I ACCEPT” YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THE DEALER OR ENTITY PARTICIPATING IN THE PROMOTION AND THAT YOU HAVE REVIEWED AND DO ACCEPT THE TERMS OF THIS AGREEMENT. LotLinx and Dealer are each a “Party” and collectively referred to as the “Parties”.
The Parties hereby agree as follows:
1. Defined Terms. For purposes of this Agreement, the following terms will have the respective meanings set forth below. All other capitalized terms will have the meaning ascribed to such terms elsewhere within this Agreement:
1.1 “Campaign” means a marketing campaign provided for You and paid for by LotLinx wherein LotLinx delivers site visitors to Your website.
1.2 “Confidential Information” includes any proprietary data and any other information disclosed by one Party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential.” However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a Party or which is independently developed by the receiving party without the use of Confidential Information.
1.3 “Dealer” means the entity automotive dealership participating in Promotion.
1.4 “Dealer Content” means the data and content, including the inventory and inventory related data, images, Your logos, marks, trademarks and Your other intellectual property, that You submit to LotLinx.
1.5 “Free Trial Agreement” means the agreement, including the data input form and Your data provided therein, found at https://www.lotlinx.com/dealership-enrollment-10-vin-trial/ which is incorporated by reference and made an integral part herein.
1.6 “LotLinx Promotion Account” means the account created by You, through the LotLinx website, when enrolling in the Promotion.
1.7 “LotLinx Services” means LotLinx’s proprietary digital marketing platform and services which, among other things, delivers in-market vehicle shoppers to dealership vehicle detail pages and provides reporting and analytics on vehicle shopper activity.
1.8 “LotLinx Service Content” means all copyright rights and other intellectual property rights in the LotLinx Services including but not limited to any data, information, text, photos, images, graphics, code, marks, logos, audio, video, footage, animations, analyses, studies, downloads, and other content contained in this Agreement.
1.9 “Media Deposit” means the amount LotLinx spends to purchase media on Your behalf.
1.10 “Publishers” means affiliates and/or online publishers that LotLinx has a relationship with.
1.11 “Rooftop” means one URL associated with a dealership at one physical address.
1.12 “Service Providers” means a third party that is authorized to act on behalf of LotLinx.
1.13 “VDP” means a web page on Dealer’s website that contains details about a particular VIN.
1.14 “VIN” means a single vehicle with a unique vehicle identification associated therewith.
2. Fees and Taxes.
2.1 Free Trial. This Agreement governs a free trial of the LotLinx Services by You at a single Rooftop and, accordingly, there are no fees due by You subject to all of the terms and obligations contained in this Agreement.
2.2 Taxes. Dealer is responsible for paying any applicable sales, use, excise or similar taxes (collectively, “Taxes”) related to Dealer’s use of the LotLinx Services and/or Application Services under this Agreement, except for taxes based on the net income of LotLinx or the Services Provider.
3. Free Promotion Details.
3.1 10 VINs and 15 Shoppers. LotLinx will assist Dealer to develop and launch a single Campaign covering up to ten (10) VINs that will allow up to fifteen (15) shoppers delivered to the VDP for each VIN.
3.2 LotLinx Services. As a requirement to receive LotLinx Services, You will grant LotLinx access to Your Google Analytics account to setup Your ability not only to identify the quantity of sessions sent to each VDP, but also to assess the quality of traffic through the LotLinx “Edit and Collaborate” service for Google Analytics and other optimizing features.
3.3 Cooperation to Setup LotLinx Services. You will cooperate with LotLinx to setup the LotLinx Services. Cooperation with setting up the LotLinx Services will include, but not be limited to, instructing each of Your website administrators to facilitate the integration of a LotLinx Tracking Code. LotLinx will deploy Google Tag Manager events and the LotLinx Events Tracking Tool which will inform Google Analytics when visitors are looking at the pictures on Your VDP. LotLinx will initiate the targeting Campaign on Your behalf for the VINs engaged in the LotLinx Services. USE OF GOOGLE ANALYTICS INCORPORATED IN THE LOTLINX SERVICES WILL BE GOVERNED BY THE THEN CURRENT STANDARD TERMS AND CONDITIONS OF THE SOFTWARE LICENSOR AVAILABLE AT WWW.GOOGLE.COM/ANALYTICS.
4. Dealer Content.
4.1 License. You hereby grant LotLinx a perpetual, irrevocable, royalty-free, and non-exclusive license to use, copy, encode, enhance, store, reproduce, edit, adapt, modify, translate, transmit, publish, syndicate, sublicense, and publicly display the Dealer Content so LotLinx can provide You with the LotLinx Services. LotLinx reserves the right to share Dealer Content with Publishers. Publishers may, among other things, enhance Dealer Content to provide specific information related to the Publisher’s target audience. You will not obtain any ownership right or license to any LotLinx or Publisher content or enhancements made to Dealer Content. You will retain any copyright and any other rights You already hold in the Dealer Content that You submit, post or display on or through the LotLinx Services, or which You provide to LotLinx and/or its Service Providers.
4.2 Rights to Dealer Content. You agree not to provide LotLinx with Dealer Content that You do not have the right to provide or that LotLinx does not have the right to publish or syndicate. You agree not to provide any Dealer Content that infringes or misappropriates any third party rights, advertises illegal goods or services, or is defamatory, inaccurate or otherwise tortious or criminal. If You discover that Dealer Content supplied to LotLinx violates the foregoing, You must (a) immediately upload new, correct Dealer Content, and (b) notify LotLinx at operations@lotlinx.com. If LotLinx discovers that Dealer Content violates the foregoing, LotLinx will (a) immediately remove the Dealer Content that violates this Section of the Agreement, and (b) will notify You so You can provide LotLinx with new Dealer Content. YOU AGREE TO DEFEND AND INDEMNIFY LOTLINX FOR ANY CLAIM RELATING TO DEALER CONTENT, EXCEPT TO THE EXTENT THE CLAIM IS BASED ON MODIFICATION OR ALTERATION MADE TO SUCH DEALER CONTENT BY LOTLINX.
4.3 Dealer Content Representations and Warranties. YOU HEREBY REPRESENT AND WARRANT THAT ANY AND ALL DEALER CONTENT SUBMITTED FOR PUBLICATION OR DISPLAYED ON YOUR WEBSITE WILL NOT VIOLATE OR OTHERWISE INFRINGE UPON ANY COPYRIGHT, TRADEMARK, PATENT, STATUTORY, REGULATORY, STATE, FEDERAL, OR COMMON LAW, POLICY, PRIVACY, OR PROPRIETARY RIGHT OF OTHERS, OR CONTAIN ANYTHING CONSIDERED OBSCENE OR LIBELOUS. YOU HEREBY AGREE THAT YOUR PERFORMANCE OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, AND THE OPERATION OF YOUR BUSINESS, INCLUDING BUT NOT LIMITED TO THE USE OF SALES LEADS AND USE AND MAINTENANCE OF CONSUMER PERSONAL DATA, WILL COMPLY WITH ALL APPLICABLE PRIVACY POLICIES, THIRD PARTY AGREEMENTS, AND ALL STATE AND FEDERAL LAWS AND REGULATIONS.
4.4 Dealer Content Access Upon Termination. In the event of termination of this Agreement, LotLinx retains the rights to access Your inventory feed and/or AdWords account until You request that LotLinx disables access to the inventory feed and/or AdWords account, or until You disable LotLinx’s access to the inventory feed and/or AdWords account.
5. Term and Termination.
5.1 Free Trial Term. The term of this Agreement, shall begin on the Effective Date and terminate the earlier of: (a) the Campaign ends in accordance with Section 3 above; or (b) it is terminated earlier in accordance with the terms of this Section 5.
5.2 Termination by Dealer. Dealer may terminate this Agreement at any time by providing written notice to LotLinx that You intend to so terminate.
5.3 Termination by LotLinx. LotLinx may terminate this Agreement, and cease providing the LotLinx Services immediately in the event: (a) You breach the terms and conditions of this Agreement; or (b) the LotLinx Services, or any part thereof, are deemed by LotLinx or alleged or determined by an appropriate governmental authority to violate any local, state, or federal law or regulation.
6. Modifications to the Agreement.
LotLinx may modify this Agreement, the Free Trial Agreement, or any additional terms that apply to the LotLinx Services upon thirty (30) days prior notice to the effective date of the modifications. LotLinx may give notice of a change to this Agreement to You via email to the email address provided by You in the Free Trial Agreement or another address agreed upon by You and LotLinx. Continued use of the LotLinx Services after the effective date of the modifications will constitute Your acceptance of the modifications.
7. Changes to the LotLinx Services and/or Application Services.
LotLinx reserves the right to modify or change the LotLinx Services at any time.
8. Proper Usage of the Application Services or Application.
LotLinx may, at its sole option, terminate this Agreement if, in the opinion of LotLinx, You use the LotLinx Services in a manner that: is not a good faith use of the LotLinx Services; infringes on a third party’s intellectual property rights; is illegal, unlawful, or malicious; deemed improper by LotLinx in LotLinx’s sole discretion; is defamatory, threatening, abusive, intimidating, or otherwise violates the rights of other, including without limitation other’s privacy rights or rights of publicity; accesses or uses (or attempts to access or use) another account of any customer or another user of this “10 VIN Free Trial Promotion”; transmits any software or materials that contain any viruses, worms, Trojan horses, defects , or other items of a destructive nature; frame or mirror any portion of the LotLinx website or the LotLinx Services; harvests or collects information about or from other customer of LotLinx; or probes, scans, or tests the vulnerability of the LotLinx website or LotLinx Services.
9. Restriction on the use of LotLinx Services and/or Application Services.
Use of the LotLinx Services is subject to the applicable policies of the Publishers that display Dealer Content via ads, videos, or other advertising media in connection with the LotLinx Services, including without limitation any Publisher’s or applicable third-party policies. You are solely responsible for the accuracy of Dealer Content and You agree to comply with all applicable laws, regulations, advertising policies, and communication policies. LotLinx or the Service Providers may modify Dealer Content to comply with any laws, regulations, or Policies in its sole discretion. Where LotLinx or Service Provider has modified such Dealer Content, LotLinx will be responsible for such modification. You may use the LotLinx Services only for purposes that are permitted under this Agreement, and in accordance with applicable laws and regulations. You agree not to access, or attempt to access, any of the secure web services by any means other than through the interfaces that are made accessible by LotLinx or the Services Provider. Without limiting the foregoing, You agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any secure web service or other program associated with the LotLinx Services.
10. Access to Your Website.
In the event the performance of the LotLinx Services requires LotLinx or the Service Provider to access Your inventory and analytics to perform the LotLinx Services, You will specifically request and authorize such access for LotLinx and will provide, and have all rights and authorizations required to provide access to such information. You understand and agree that LotLinx and/or a Service Provider may engage a data polling service to poll and transmit data from the Your inventory or other systems in order to provide the services requested. You hereby grant to LotLinx and each Service Provider a royalty free, nonexclusive, nontransferable, perpetual license to use sales and inventory data (to the extent available) obtained from Your computer systems for the purposes of: (a) consumer, vehicle, and industry research and reference; (b) evaluation of performance; (c) combining with other data to create proprietary reports and guides; and (d) generating market analysis data and related products.
11. Confidentiality.
Neither Party will use or disclose the other Party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the Party being compelled to disclose Confidential Information will give the other Party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
12. Indemnification.
To the extent permitted by applicable law, You will indemnify, hold harmless and defend LotLinx, at Your expense, from any and all third party claims, actions, proceedings, and suits brought against LotLinx or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by LotLinx or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the LotLinx, (iii) Your violation of applicable laws, rules or regulations in connection with the LotLinx Services, (iv) any representations and warranties made by You concerning any aspect of the LotLinx Services to any third party; (v) any claims made by or on behalf of any third party pertaining directly or indirectly to Your use of the LotLinx Services; (vi) violations of Your obligations of privacy to any third party; and (vii) any claims with respect to acts or omissions of any third party in connection with the LotLinx Services. LotLinx will provide You with written notice of any claim, suit or action from which You must indemnify LotLinx. You will cooperate as fully as reasonably required in the defense of any claim. LotLinx reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You. Provided that You are not in default of any obligation under this Agreement, LotLinx will indemnify, hold harmless and defend You and Your wholly owned subsidiaries, at LotLinx’s expense from any and all third-party claims, actions, proceedings, and suits brought against You or any of its officers, directors, employees, agents, or affiliates arising out of LotLinx’s gross negligence in the performance of the LotLinx Services.
13. No Product or Service Warranties.
IF YOU RELY ON THE LOTLINX WEBSITE OR ANY INFORMATION, PRODUCT OR SERVICE AVAILABLE THROUGH LOTLINX, YOU DO SO AT YOUR 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 OVER LOTLINX’S WEBSITE AND/OR THROUGH AFFILIATED PRODUCTS OR SERVICES. LOTLINX’S WEBSITE AND ANY AFFILIATED PRODUCTS AND SERVICES ARE PROVIDED TO YOU “AS IS.” LOTLINX AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH LOTLINX’S WEBSITE OR THE LOTLINX PRODUCT OR LOTLINX SERVICES OR APPLICATION SERVICES (OR ANY INFORMATION, GOODS OR SERVICES THAT ARE REFERRED TO, ADVERTISED OR PROMOTED ON, OR SOLD THROUGH LOTLINX), NOR DOES LOTLINX OR ITS AFFILIATES, AGENTS AND LICENSORS GUARANTEE THAT THE LOTLINX WEBSITE AND/OR ANY AFFILIATED PRODUCT OR SERVICE WILL BE ERROR FREE OR CONTINUOUSLY AVAILABLE, OR THAT THE LOTLINX WEBSITE OR LOTLINX SERVICES OR APPLICATION SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE LOTLINX PRODUCTS, LOTLINX SERVICES, APPLICATION SERVICES AND THE CONTENT IS AT YOUR SOLE RISK AND IS PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, LOTLINX, THE SERVICE PROVIDER(S) AND THEIR AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE LOTLINX SERVICES AND/OR APPLICATION SERVICES OR THE CONTENT WILL MEET YOUR SUBJECTIVE REQUIREMENTS, OR (B) YOUR USE OF THE LOTLINX SERVICES AND/OR APPLICATION SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) YOU WILL BE PROVIDED WITH A MINIMUM NUMBER OF SALES LEADS, SHOPPERS, OR ACHIEVE A SPECIFIC NUMBER OF CONVERSIONS OF SALES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LOTLINX SERVICES AND/OR APPLICATION SERVICES, INCLUDING ANY CONTENT, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOTLINX OR ANY SERVICE PROVIDER OR THROUGH OR FROM THE USE OF THE LOTLINX SERVICES AND/OR APPLICATION SERVICES SHALL CREATE ANY WARRANTY.
14. Limitation of Liability.
LOTLINX SHALL NOT BE RESPONSIBLE FOR LOST REVENUES, DIRECT LOST PROFITS, INDIRECT LOST PROFITS, OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT LOTLINX’S LIMITATIONS OF LIABILITY DETAILED ABOVE APPLIES TO LOTLINX, THE SERVICE PROVIDERS, LOTLINX’S EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, AFFILIATES, AND LICENSORS.
15. Proprietary Rights Notice.
The LotLinx Service Content is owned by or licensed by LotLinx, and protected by law, including copyrights, database, trade secret, and trademark laws of the United States and all applicable jurisdictions, as well as other applicable state, national, and international laws and regulations. The LotLinx Service Content is Copyright 2002-2019, LotLinx, Inc., all rights reserved. LotLinx also owns copyright rights in collective works and/or compilations and in any and all databases accessible on or through the LotLinx Services and/or Application Services. LotLinx and all other marks displayed on the LotLinx Services and/or Application Services (collectively the “Trademarks”) are registered and/or common law trademarks of LotLinx and/or various third parties. Except as expressly stated herein, nothing contained in the LotLinx Services and/or Application Services may be construed as granting, by implication, estoppel, or otherwise, any grant, license or right to use any licensed copyright or trademark without the prior written permission of LotLinx or such other party that may own the trademarks or any licensed copyrights. The LotLinx Services and/or Application Services, which includes any copyrights and all intellectual property rights therein are, and will remain, the property of LotLinx. All rights in and to the LotLinx Services and/or Application Services not expressly granted to You in this Agreement are reserved and retained by LotLinx and its licensors without restriction, including, LotLinx’s right to sole ownership of the LotLinx Services and/or Application Services and any documentation provided to You by LotLinx. Without limiting the generality of the foregoing, You agrees not to (and not to allow any third party to): (a) sublicense, distribute, or use the LotLinx Services and/or Application Services outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the LotLinx Services and/or Application Services or otherwise attempt to discover any source code or trade secrets related to the LotLinx Services and/or Application Services; (c) rent, lease, sell, assign or otherwise transfer rights in or to the LotLinx Services and/or Application Services; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the LotLinx Services and/or Application Services; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the LotLinx Services and/or Application Services for any purpose without the express written consent of LotLinx; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with LotLinx other than in the name of LotLinx; (g) transfer to another Dealership or any other entity any sales leads, or any data included in any sales leads, delivered to You in connection with the LotLinx Services and/or Application Services; (h) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the LotLinx Services and/or Application Services; or (i) challenge or contest, whether directly or indirectly, the validity of LotLinx’s ownership of such copyrights, trademarks, or any other intellectual property, or assist any other third party in doing so.
16. Force Majeure.
Each Party to this Agreement shall be excused from performance hereunder, except for payment obligations, and to the extent that it is prevented from performing any obligation contained within this Agreement, in whole or in part, as a result of delays caused by the other Party, war, civil disturbance, court order, labor dispute, third party nonperformance or other cause beyond its reasonable control, including failures, fluctuations or non-availability of electrical power, heat, light, air conditioning, computing or information systems or telecommunications equipment or the inability of hardware or software leased or acquired by sale or license from third parties to process without error or malfunction any date data. Such nonperformance shall not be a default or ground for termination as long as reasonable means are taken to remedy expeditiously the problem causing such nonperformance.
17. Independent Contractor Status.
LotLinx and the Service Providers are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created between You and LotLinx or the Service Providers under this Agreement.
18. Notices.
Any notice to be provided under this Agreement shall be in writing and shall be delivered via email to You at the email address provided by You under the Free Trial Agreement. Notices will be considered delivered when received. Notices sent to LotLinx will be sent to the LotLinx Headquarters, address listed on www.lotlinx.com, with copies to Finance, Chief Operating Officer, and Legal.
19. Waiver.
No delay in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor will any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of that right, power, or remedy.
20. Severability.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions of this Agreement. Headings used in this Agreement are for reference and convenience only and are not part of this Agreement.
21. Assignment.
You may not assign this Agreement without the prior written approval of LotLinx, except that no approval shall be required to assign this agreement to any person or entity which is, directly or indirectly, controlled by, controlling, or under common control with You. LotLinx may assign this Agreement, so long as LotLinx provides notice to You as soon as practicable. This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and assigns.
22. Governing Law, Venue for Resolving Disputes, Binding Arbitration.
The laws and jurisdiction of the State of New Hampshire without regard to its conflict or choice of law provisions governs this Agreement and the provision of the LotLinx Services and/or Application Services by LotLinx and its Service Providers. Any dispute or controversy arising under or in connection with Your use of the LotLinx Services, Your relationship with LotLinx, Your access to the LotLinx website or any of the sites affiliated with LotLinx, this Agreement or otherwise in connection with LotLinx shall be settled exclusively by arbitration as set forth here. Any dispute or controversy shall be submitted to a single arbitrator to be chosen by mutual agreement of the parties from the panel of arbitrators at the JAMS Boston, Massachusetts office within five (5) days after the request for arbitration notice is received by a Party. If the Parties, within such time, cannot agree on an arbitrator, the arbitrator shall be chosen pursuant to the JAMS Comprehensive Arbitration Rules & Procedures from its panel of arbitrators at the JAMS Boston, Massachusetts office. A copy of the Rules & Procedures can be found here http://www.jamsadr.com/rules-comprehensive-arbitration. The arbitration hearing shall be held in New Hampshire, United States of America, or at such other place that the Parties and the arbitrator mutually agree upon, such agreement shall take place no later than thirty (30) days after the demand for arbitration is received in writing. You acknowledge and agree that any arbitration hereunder will be subject to JAMS Expedited Procedures Rule 16.1 and 16.2 and any other JAMS Rules and Procedures not in conflict with the Expedited Procedure Rules shall apply. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration clause and without abridgment of the powers of the arbitrator. YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS SECTION, WHICH DISCUSSES ARBITRATION. YOU AGREE TO SUBMIT ANY PRESENT AND FUTURE CLAIMS AGAINST LOTLINX TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES AGAINST LOTLINX.
23. Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the Parties in regard to your participation in the 10 VIN Free Trial Promotion. This Agreement supersedes all prior agreements, consents and understandings whether oral or written in regard to the subject matter of this Agreement.
Last Updated November 5, 2019
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- _{I agree that this Order and the Special Product Terms are a part of the LotLinx Master Services Agreement between Customer and LotLinx and represent that I have the authority to bind the Customer to this Order. Upon my signature, my submission of this Order to LotLinx, and acceptance of this Order by LotLinx, this Order shall become legally binding unless LotLinx rejects it for any reason.}
- _{I have read the Terms of Service for 10 VIN Free Trial Promotion Agreement and represent that I have the authority to bind the dealership or entity listed above to this Agreement*}
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- _{While participating in Ford F150 Leather & Liner programs provided by Service Provider, I agree to be bound by the Services End User Agreement. I understand and acknowledge that the Southeast FDAF is responsible for payment of the Services and that my Services under this Agreement will automatically terminate on April 30, 2020. If I want to continue participating in future Ford F150 Leather & Liner programs, I will be required to opt-in to receive those services.}
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LotLinx Services Order Form / Enrollment Form

Southeast FDAF F150 Leather & Liner Program Enrollment Form

March 1 - April 30, 2020

Free Trial Agreement

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Terms of Service

Terms of Service for 10 VIN Free Trial Promotion Agreement

SERVICES END USER AGREEMENT

TERMS OF SERVICE FOR “10 VIN FREE TRIAL PROMOTION” AGREEMENT

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