Inventory Terms of Service

Thank “you” (the participating dealer) for your interest in J.D. Power/Autodata Solutions (“we”, “our” and similar terms) inventory management service, a value-added information resource that collects, normalizes, interprets, and enhances dealership inventory. These Inventory Terms of Service (“Terms”) cover the terms of your participation in our inventory management service.

By agreeing to participate in our inventory management service, you agree to provide us with inventory information and related materials from each of your rooftops (your “Content”) and grant us and our affiliates a worldwide, non-exclusive, sublicensable, royalty free, non-terminable, irrevocable license to host, reproduce, distribute, publish, modify, create derivative works, communicate and otherwise use your Content in connection with (i) providing our services to you and third-party intermediaries, and (ii) the operation, sale, marketing, improvement, and development of our services, including, without limitation, our inventory management and market intelligence services (the “Content License”).

By agreeing to participate in our inventory management service, we agree that we will not use your Content to generate leads for any other dealer.

To the extent that your Content is stored on a third-party system, you agree that we may access and extract such information from the applicable third-party system(s). 

You or we may terminate this agreement for any reason with 30 days prior written notice to the other; provided, however, the Content License with respect to any Content provided to us prior to the effective date of such termination will survive any termination of this agreement. Upon termination, our license to receive and access new, additional or replacement Content will cease. 

You represent and warrant that the Content was obtained in compliance with applicable laws, you have all necessary rights to grant us the Content License and our use of the Content pursuant to the Content License will not infringe any third-party rights.

You agree to defend, indemnify and hold us harmless from and against all third-party claims, including reasonable attorney’s fees and costs, arising out of any third-party claim that (i) the Content was not obtained in compliance with applicable law or (ii) the Content infringes any third party rights when used by us in accordance with the Content License. 

General Provisions

We work constantly to improve our services and develop new features to make our inventory management service better for you. As a result, we may need to update these Terms from time to time to accurately reflect our services and practices. Unless otherwise required by law, we will notify you of changes to these Terms before they go into effect. Once any updated Terms are in effect, you will be bound by them if you continue to participate in the inventory management service.

In some instances, both these Terms and separate terms independently agreed to will apply to your participation in the inventory management service (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise. These Terms and any Additional Terms make up the entire agreement between you and us regarding our inventory management service. They supersede any prior agreements.

If any portion of these Terms are found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any of these Terms, it will not be considered a waiver. Any amendment to or waiver of these Terms must be made in writing and signed by us.

You will not transfer any of your rights or obligations under these Terms to anyone else without our consent. Our rights and obligations under these Terms are only assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. These Terms do not confer any third-party beneficiary rights.

Our inventory management service is provided on an "as is" and "with all faults" basis, and we make no guarantees that our services will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. To the extent permitted by law, we also DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED AND WHETHER UNDER THESE TERMS OR AT LAW, WITH RESPECT TO THESE TERMS OR THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

If you choose to give us feedback, such as suggestions to improve our services, we may act on your feedback without obligation to you.

Michigan law will govern all disputes arising out of or relating to these Terms and our inventory management service, regardless of conflict of laws rules. These disputes will be resolved exclusively in the federal or state courts of Detroit, Michigan, USA, and you and we consent to personal jurisdiction in those courts.

Date of Last Revision: March 5, 2021