Sell My Car Featured Listing Terms and Conditions
Your receipt of the Services is conditioned upon your agreement to these Sell My Car Featured Listing Terms and Conditions (the “Agreement”).
1. Definitions; Ownership. “Services” means the inclusion of your listed vehicle on a rotating basis as one of three (or more) featured vehicles on a banner or other prominent portion of a page of the Site(s). “User” means an individual or entity who accesses or has accessed the Site(s). As between the parties, CarGurus, Inc. (“CarGurus”) is and shall remain the sole and exclusive owner of all right, title, and interest (including all intellectual property and other proprietary rights) in and to the Site(s) (and any and all CarGurus logos or trademarks thereon) and the Services.
2. Fees. All fees for all Services are payable in advance of the provision of any Service hereunder and are nonrefundable. You shall be solely responsible for the payment of any taxes applicable to its payment for and/or use of the Services, other than taxes on CarGurus’ income.
3. Services and Site(s). CarGurus reserves the right (but shall not have the obligation) to add, remove, update or modify features, deliverables, and products offered under the Services, and to modify the Site(s), without notification to you. CarGurus does not guarantee any minimum number of ad impressions or exposures, increase in leads or any sales as a result of your use of the Services. Your obligation to pay the fees is unconditional and not dependent on level of promotion, number of ad impressions or exposures, sales, leads, or inspection outcomes. You acknowledge that your vehicle will only be eligible for promotion as a featured listing if it receives a FAIR, GOOD, OR GREAT CarGurus Deal Rating.
4. Termination. You will receive the Services for the period of time identified at the time of purchase. CarGurus reserves the right to terminate this Agreement at any time and refund you for fees paid for Services not yet provided.
5. Mutual Representations. Each party represents and warrants to the other that (i) it is fully authorized and permitted to engage in the business relationship contemplated in this Agreement, and (ii) it has read this Agreement, understands this Agreement, and agrees to be bound by this Agreement.
6. Indemnification; Disclaimer; Limitation of Liability.
a. You shall, at your own expense, indemnify, defend, and hold CarGurus and its affiliates and each of their respective officers, directors, employees, legal representatives, agents, contractors, licensees, successors and assigns (the “CarGurus Indemnitees”), harmless from and against any and all judgments, settlements, awards, demands, claims, damages, costs, losses and/or liabilities of any kind (including reasonable attorneys’ fees and other litigation costs), in connection with any third-party claims or regulatory enforcement actions arising from any transaction between you and any User, or arising from your willful misconduct or fraud. In connection with the foregoing indemnification obligation, you will not accept any settlement which does not provide the CarGurus Indemnitees with a complete release or imposes liability not covered by these indemnifications or places restrictions on the CarGurus Indemnitees without CarGurus’ prior written consent. The CarGurus Indemnitees may in their sole discretion participate in the defense of any claim through their own counsel, and at their own expense.
b. THE SERVICES, AND THE SITE(S) (AND ANY DATA AND OTHER INFORMATION PROVIDED IN CONNECTION THEREWITH) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH NO GUARANTEES, WARRANTIES OR CONDITIONS OF ANY KIND, AND CARGURUS DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, COVENANTS, GUARANTEES, AND CONDITIONS, WHETHER LEGAL, EXPRESS OR IMPLIED, ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE SERVICES AND THE SITE(S) (AND ANY DATA AND OTHER INFORMATION PROVIDED IN CONNECTION THEREWITH) AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, RELIABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER CARGURUS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION, EVEN IF CARGURUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND CARGURUS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNTS PAID OR PAYABLE BY YOU TO CARGURUS FOR THE SERVICES GIVING RISE TO SUCH CLAIM. THE SERVICES AND THE SITE(S) (AND ANY DATA AND OTHER INFORMATION PROVIDED IN CONNECTION THEREWITH) MAY INCLUDE RATINGS, ANALYSES, PROJECTIONS, COMPARISONS, AND OTHER OBSERVATIONS, WHICH SHALL BE CONSTRUED SOLELY AS STATEMENTS OF OPINION AND NOT STATEMENTS OF FACT OR RECOMMENDATIONS ON THE ADVISABILITY OF PURCHASING, SELLING, OR OTHERWISE MERCHANDISING ANY VEHICLES.
7. Miscellaneous. Any amendment to this Agreement or any modification of any term of this Agreement must be in writing and must be executed by an authorized representative of each party. This Agreement is the entire agreement of the parties with respect to, and supersedes and replaces all previous oral or written agreements, memoranda, correspondence or other communications between the parties hereto relating to, the Services. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then the remaining terms of this Agreement will remain in full force and effect as if such invalid and or unenforceable term had never been included. Failure of CarGurus to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement and the rights and obligations are not assignable or transferable by you. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their permitted successors and assigns. No one other than a party to this Agreement, their permitted successors and assignees, shall have any right to enforce any of its terms. Neither this Agreement nor any activity conducted hereunder shall be construed as creating any agency, partnership, franchise, joint venture, or other form of joint enterprise between the parties. Neither party is granted any authority under this Agreement to enter into agreements of any kind on behalf of the other party or to bind or obligate the other party in any manner to any third party. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without reference to its conflict-of-laws principles. Any claim, action, suit or proceeding arising out of or in connection with this Agreement shall be heard and determined in the courts of Middlesex County, Massachusetts, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom in any such claim, action, suit or proceeding) and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to such venue for any such claim, action, suit or proceeding in any such court or that any such claim, action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. CarGurus shall not be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act outside the reasonable control of CarGurus, including, without limitation, acts of God, natural disasters, acts of terrorism, acts of government or the widespread failure of networks and equipment (e.g., the Internet).
8. Notice. Any notice required or permitted hereunder to CarGurus shall be deemed to have been duly given only if in writing and delivered by certified U.S. mail postage prepaid and return receipt requested, or via overnight courier, to CarGurus, Inc., Attn: Legal Department, 2 Canal Park, Cambridge, MA 02141 or such other address as may be specified by such party in a notice delivered to the other party in accordance with this Section. Notices shall be deemed delivered when received.