Terms of Service

These Terms of Service shall become effective as of April 7, 2024.

Introduction

This is a legal agreement between you and Auto Trades Direct (“ATD”). By accessing this website, along with any sub-sites of this website (collectively referred to as the “Site”), and/or utilizing any of the Services (as defined below) available through the Site, you become a user and consent to, and are bound by, the terms and conditions of this agreement and the ATD Privacy Policy (collectively, “Terms”) for the duration of your use of the Site or Services. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SITE OR SERVICES. Your engagement with, or participation in, certain Services may be subject to additional terms, and such terms will either be enumerated within these Terms or presented to you for your acceptance when you sign up to utilize such Services or purchase such products. It is recommended that you periodically review these Terms for any modifications, as we reserve the right, in our sole discretion, to amend, alter, add, or remove segments of these Terms. Your continued use of the Site following the announcement of amendments signifies your acceptance of and agreement to such changes. Please refer to the start of the Terms to ascertain the last revision date.

As employed in these Terms, the terms listed below shall be interpreted as follows: “Auto Trades Direct” includes “autotradesdirect.com.”, “Auto Trades Direct”, “ATD”, “we”, “us”, and variants such as “our”. “Service” encompasses the products, services, and software that you order, receive, or access as part of your engagement with ATD’s Sites.

THESE TERMS MANDATE THAT ANY DISPUTES BETWEEN YOU AND ATD MUST BE RESOLVED IN BINDING ARBITRATION, THAT YOU WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, AND STIPULATE THAT THE LAWS OF THE STATE OF NEW YORK GOVERN ALL INTERACTIONS BETWEEN YOU AND ATD. YOU HAVE THE OPTION TO OPT OUT OF ARBITRATION AND THE CLASS ACTION WAIVER BY ADHERING TO THE PROCEDURES OUTLINED IN SECTION 10 BELOW.

1. Description of Services

Auto Trades Direct (“ATD”) provides a range of inventory management and dealership services (the “Services”) accessible through our platform. ATD reserves the right to modify, expand, or discontinue any aspect of our Services at any time.

Inventory Services: ATD facilitate connections between Buying Dealerships and Selling Dealerships and arranges transportation of vehicles (the “Vehicles”) from the Selling Dealership to the Buying Dealership, as outlined in the Dealer Agreement and governed by the terms of this Agreement (the “Services”). ATD’s role is limited to identifying Buying Dealerships and/or Selling Dealerships and, unless the Buying Dealership specifies in the Dealer Agreement that they will independently arrange transportation through a carrier selected by the Buying Dealership (“Buyer Pick-Up”), coordinating with third-party carriers to transport the Vehicles from the Selling Dealership to the Buying Dealership. We utilize data-driven insights and industry expertise to help dealerships identify opportunities and optimize inventory strategies.

Other miscellaneous services. ATD may introduce new products and services over time to better serve our customers. These Terms of Use will apply to all such additional offerings unless stated otherwise.

2. Payment Obligations

Buying Dealership Payment Obligations

The Buying Dealership shall remit payment to the Selling Dealership for all invoiced amounts specified in the Dealer Purchase Agreement. Payment/Transfer of Funds to the Selling Dealership are due within forty-eight (48) hours from receipt of transfer paperwork and invoices. The Buying Dealership and Selling Dealership are solely responsible for arranging and executing payment transactions, and ATD assumes no liability for any financial disputes / obligations, payment fraud, incorrect transfers, or any financial losses arising from payment transactions between the parties.

***Note Regarding Wire Transfers: If the Buying Dealership elects to pay via wire transfer, the Buying Dealership must contact the Selling Dealership directly using the contact information provided on the Buying Dealer’s Transfer Sheet. ATD will not transmit, relay, or serve as an intermediary for wire transfer instructions, routing numbers, account numbers, or any other banking information. ATD assumes no liability for payment fraud, wire fraud, incorrect transfers, or any financial losses arising from payment transactions between the parties.

Selling Dealership Payment Obligations

Upon receipt of payment / transfer of funds from the Buying Dealership, the Selling Dealership acknowledges that such payment will typically exceed the agreed-upon sale price between the Selling Dealership and ATD. This excess amount represents (i) freight/transportation costs advanced by ATD and (ii) ATD’s facilitation fee charged to the Buying Dealership. The Selling Dealership agrees to remit to ATD the full amount by which the Buying Dealership’s payment exceeds the Selling Dealership’s agreed sale price (“Overage Remittance”) within forty-eight (48) hours of receiving such payment. For example, if the Selling Dealership’s agreed sale price is $60,000 and the payment received from the Buying Dealership is $62,000, the Selling Dealership must remit $2,000 to ATD.

3. Consequences of Late Payments

If the Selling Dealership and/or Buying Dealership (whichever is applicable) fails to remit payments due to ATD within the required time frame:

• ATD reserves the right to charge interest on overdue amounts at a rate of 1.5% per month, or the maximum rate permitted by law, beginning from the due date until the balance is paid in full.
• ATD may suspend all ongoing services until the outstanding payment is resolved in its entirety.
• If the applicable party fails to communicate regarding overdue payments or remains unresponsive for thirty (30) days following written notice of final payment demand, ATD reserves the right to pursue all available legal remedies to recover amounts owed, including but not limited to filing suit for collection, plus attorneys’ fees and costs.

This ensures timely financial compliance and establishes accountability between all parties involved in the transaction.

6. Disclosure and Inspection of Vehicle Condition

The Selling Dealership must disclose all existing damage, defects, or imperfections on any Vehicle to ATD and the Buying Dealership prior to confirming the transaction. Upon arrival of the designated carrier at the Selling Dealership’s location, the carrier’s driver will conduct a thorough inspection of each Vehicle and document its condition with photographs.

If undisclosed damage is discovered during this inspection, the driver will refuse pickup and immediately contact dispatch. ATD will then contact the Buying Dealership to determine whether they wish to:

1. proceed with the purchase and accept the Vehicles with the newly discovered damage, or
2. cancel the pickup.

If the Buying Dealership elects to proceed, all discovered damage will be documented on a vehicle condition report before loading. Once the Buying Dealership has authorized pickup despite the damage and the driver has loaded the Vehicles, the Selling Dealership’s liability for the condition of the Vehicles ceases, and custody transfers to the carrier.

7. Resolution of Damage Claims

For Vehicles damaged during transport (excluding Buyer Pick-up scenarios), the following process applies:

• The Buying Dealership must report to ATD any damage that was not (i) disclosed prior to the transaction and accepted by the Buying Dealership, or (ii) discovered during carrier pickup inspection and accepted by the Buying Dealership, immediately upon delivery, but in no event later than twenty-four (24) hours after the reported delivery time, with photographic documentation.
• The Buying Dealership acknowledges that liability for damage occurring after carrier acceptance rests with the transportation carrier, not with the Selling Dealership. For clarity, “damage occurring after carrier acceptance” does not include: (i) damage disclosed by the Selling Dealership prior to the transaction which the Buying Dealership accepted, or (ii) damage discovered during the carrier’s pickup inspection which the Buying Dealership was notified of and elected to accept. Any damage not documented by the carrier at pickup but present upon delivery is presumed to have occurred during transport and is the sole liability of the transportation carrier, not the Selling Dealership.
• ATD will assist the Buying Dealership in filing a claim with the transportation carrier and will make reasonable efforts to facilitate communication between all parties to expedite claim resolution.
• This process will begin within five (5) business days of receiving valid written notice and documentation from the Buying Dealership.

***CRITICAL NOTICE*** The Buying Dealership expressly acknowledges and agrees that: (i) there is no right to reject Vehicles upon delivery for any reason, including damage discovered during transport, as ownership transferred upon carrier acceptance at the Selling Dealership’s location; (ii) all payment obligations to the Selling Dealership and ATD remain in full force regardless of any damage claims or disputes with the carrier; (iii) ATD’s role is limited to facilitating transaction paperwork and arranging transport through third-party dispatch services (UNLESS THE BUYING DEALERSHIP OPTS TO ARRANGE TRANSPORT THEMSELVES), and ATD bears absolutely no liability for Vehicle damage, loss, theft, or diminished value under any circumstances; (iv) failure to meet payment obligations to any party, particularly to ATD, due to damage claims or any other reason constitutes a breach of this Agreement; and (v) ATD will pursue all available legal remedies, including immediate legal action, against any party that withholds or delays payment based on damage claims or attempts to hold ATD liable for any Vehicle-related issues. The existence of damage or a pending carrier claim provides no defense to payment obligations under this Agreement.

8. Use of Site and Service:

By accessing or registering to use Auto Trades Direct (“ATD”) Services through our platform, you agree to the following terms:

1. Exclusive Use. Your account is intended solely for your dealership’s use and business operations. You may not share, assign, or transfer your account to any individual or entity. ATD is not responsible for unauthorized access to your account resulting from theft, mismanagement, or misuse of your login credentials.
2. Information Submitted. You bear full responsibility for, and assume all liability for (i) the information and content you provide through your use of the Site and any Services, (ii) the information and content you make available in any capacity through the service, and (iii) your interactions with any and all third parties. Any attempts to enter information that creates a duplicate account will be rejected, and your account may be placed on hold.
3. Risk Assumption and Precautions. By using ATD Services, you accept all associated risks, including interactions with third parties such as buyers, sellers, or other dealerships you are connected with. ATD is not liable for the outcomes of these interactions.
4. No Guarantees. ATD cannot guarantee specific matches, outcomes, or the suitability of inventory solutions for every user. The number and quality of opportunities may vary based on market conditions and other factors.
5. No False Information. You agree to provide accurate, complete, and truthful information at all times. Accounts found to contain fraudulent, incomplete, or false information may be terminated immediately.
6. Legal Purpose. You agree to use ATD’s Site and Services solely for lawful purposes in compliance with applicable federal, state, and local laws.
7. Business Purpose. The Site and Services are designed exclusively for dealership and business-related activities. You agree not to use the platform for personal, household, or non-business purposes, and you will not use the Services to collect information about or make decisions for anyone other than your business.

9. Intellectual Property Rights:

1. Ownership of Proprietary Information. You acknowledge and agree that ATD is the owner of all rights to the Site and Services, which are protected by federal, state, and local laws and regulations. You are allowed to use the Site and Services strictly as authorized by these Terms. Unauthorized copying, reproduction, distribution, creation of derivative works, reverse engineering, or reverse compilation of any of the Site or Services or technology is prohibited.
2. No Use of Confidential Information. You are prohibited from posting, copying, modifying, transmitting, disclosing, displaying in public, creating derivative works from, distributing, making commercial use of, or reproducing in any form any (i) confidential information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Site or Services without prior written consent from the owner of such proprietary rights.
3. License to Provided Content. By submitting information or content to any account or public area of the Site or Service, you automatically grant, and you represent and warrant that you have the right to grant, to ATD and its users, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, reproduce, publicly perform, publicly display and distribute such information and content, and to create derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. Occasionally, we may develop, test, or implement new features or services on the Site with which you may voluntarily choose to participate, in accordance with any additional terms and conditions of such features or services. By your voluntary participation in such features or services, you grant us the rights stated in this subsection in connection with the additional terms and conditions (if any) of such features or services.

10. Links to Third-Party Websites and Interactions with Advertisers and Sponsors:

The Site and Services may feature links to websites belonging to third parties, including without limitation, advertisers, which are not under the control of ATD. ATD is not responsible for the content of any linked website or for any link contained within a linked site, nor for any modifications or updates to such sites. These links are provided to you for convenience, and the inclusion of any link does not imply endorsement by ATD nor does ATD accept any responsibility for the content found on such third-party sites. Your interactions, business dealings, or participation in promotions of advertisers or third parties encountered on or through the Site or Services are entirely between you and such advertiser or third party. You agree that ATD shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Site or Services. For more information on how we use your information, please review our Privacy Policy.

11. Disclaimer of Warranties:

• ATD MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, SITE, OR ANY VEHICLES.
• ATD SPECIFICALLY DISCLAIMS ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; (iv) WARRANTY OF SECURITY; (v) WARRANTY OF AVAILABILITY OR UNINTERRUPTED ACCESS; (vi) WARRANTY REGARDING VEHICLE CONDITION OR VALUE; (vii) WARRANTY REGARDING THIRD-PARTY CARRIERS; AND (viii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
• YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY ATD OR ANY OTHER PERSON ON ATD’S BEHALF REGARDING THE SERVICES, INVENTORY INSIGHTS, OR VEHICLES.
• THIRD-PARTY SERVICES AND CONTENT. ATD is not responsible for the performance of third-party carriers, the condition of vehicles, or the actions of Buying or Selling Dealerships. Opinions, advice, statements, offers, vehicle listings, or other information made available through the Site or Services, but not directly by ATD, belong to their respective authors. Such authors are solely responsible for their content. ATD does not guarantee the accuracy, completeness, or usefulness of any information provided by third parties.
• DATA-DRIVEN INSIGHTS. While ATD provides data-driven insights and industry expertise, ATD makes no guarantees regarding the accuracy or reliability of such insights or their suitability for your business needs.
• BETA FEATURES. ATD may introduce experimental “beta” features or tools without warranty, which may be modified or discontinued at ATD’s sole discretion.

12. Limitation of Liability:

• IN NO EVENT SHALL ATD OR ANY OF ITS AFFILIATES OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR ANY LOST PROFITS, REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE SERVICES, VEHICLES, INVENTORY CONNECTIONS, TRANSPORTATION ARRANGEMENTS, OR THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
• IN NO EVENT SHALL ATD BE LIABLE FOR ANY ACTIONS OR OMISSIONS OF THIRD-PARTY CARRIERS, SELLING DEALERSHIPS, BUYING DEALERSHIPS, OR THE CONDITION, QUALITY, OR VALUE OF ANY VEHICLE.
• IN NO EVENT SHALL ATD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, SITE, INVENTORY CONNECTIONS, TRANSPORTATION ARRANGEMENTS, OR THE SUBJECT MATTER OF THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID BY YOU FOR YOUR ACCOUNT OR SUBSCRIPTION, OR, IF YOU HAVE NOT PAID ATD FOR THE USE OF ANY SERVICES, THE AMOUNT OF USD $25.00 OR ITS EQUIVALENT.
• ATD SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO DEALERSHIP TRANSACTIONS, VEHICLE TRANSPORTATION, OR INVENTORY MANAGEMENT DECISIONS.

13. Indemnification:

You shall defend, indemnify, and hold harmless ATD and its subsidiaries, parent companies, affiliates, successors or assigns, and their respective directors, officers, shareholders, managers, members, advisors, and employees, against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or occurring in connection with: (i) your use of the Site or Services; (ii) any vehicle transactions facilitated through our Services; (iii) any transportation arrangements coordinated through our Services; (iv) any vehicle condition or quality issues; (v) any user postings or dealership listings made by you; (vi) your breach of any provision of these Terms; (vii) your violation of any rights of a third party; or (viii) your violation of any applicable laws, rules, or regulations. ATD reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ATD in asserting any available defenses.

14. User Information:

1. Privacy Policy. For details about the collection and potential use of information and materials provided by you, please consult ATD’s Privacy Policy available on the Site. By utilizing the Site or the Services, you consent to the terms outlined in ATD’s Privacy Policy.
2. Disclosure by Law. You acknowledge and agree that ATD may disclose information you provide if required to do so by law, upon a third-party’s request, or if we, at our sole discretion, determine disclosure is justified to (i) adhere to legal requirements, law enforcement requests, or legal processes (regardless of whether such disclosure is mandated by applicable law); or (ii) safeguard or defend ATD’s, or a third party’s, rights or property.
3. Information Security. We are dedicated to protecting ATD and our users from unauthorized access to, or unauthorized alteration, disclosure, or destruction of information in our possession. Specifically:
   1. We employ industry-standard encryption for many of our services.
   2. Our information collection, storage, and processing practices are regularly reviewed, alongside our physical security measures, to prevent unauthorized system access.
   3. Access to personal information is strictly limited to ATD employees, contractors, and agents who require that information to process it on our behalf, and who are bound by strict contractual confidentiality commitments. Failure to adhere to these commitments may result in disciplinary action or termination.
4. Use of Anonymous Information for Research. By using the Site and/or Services, you consent to allow ATD to use the information from you and your experiences with the Services anonymously to further ATD’s research into successful business practices and to enhance the Services.
5. License Regarding Your Content. While you maintain all ownership interest in and to the content you provide to the Site or as part of your use of the Services, submitting your content, including personal and business information, grants ATD a perpetual, non-exclusive, irrevocable, royalty-free license to reproduce, adapt, edit, modify, translate, publish, transfer, and/or distribute your content. This license also allows ATD to make your content accessible to other reputable entities, organizations, and/or individuals with whom ATD maintains a business relationship for the purpose of fulfilling Service obligations. In executing the Services, ATD may (i) transmit or distribute your information across various public networks and in different forms; and (ii) make necessary adjustments to your content to fulfill its service commitments.

15. Restrictions:

You are prohibited, and will make all necessary efforts to ensure that any third parties also refrain from: Reselling the Services in any manner. Using the Services on behalf of a third party in any capacity. Abusing the Services in any manner. Using the Service in breach of any other agreement you may have. Creating a product or service similar to the Service through the use of or access to the Service. Violating any law, regulation, or rule through the use of the Service. Using the Service to engage in or facilitate any fraudulent activity. Using the Services in any manner not authorized by ATD.

16. Dispute Resolution by Binding Arbitration:

Please contact our Client Engagement team with any concerns by utilizing the Contact page on this Site. Any disputes and claims between us that cannot be resolved by our Client Engagement team will be resolved in accordance with this dispute resolution provision. To resolve disputes between you and ATD efficiently and cost-effectively, both you and ATD agree that either party, at any time, may opt to adjudicate their disputes through binding arbitration instead of in courts of general jurisdiction (“Agreement to Arbitrate”). Arbitration is less formal than court litigation. It involves a neutral arbitrator instead of a judge or jury, limits discovery, and is subject to very limited court review. Arbitrators can award the same damages and relief as a court can. Any arbitration under these Terms will occur on an individual basis; class arbitrations and class actions are not allowed. You acknowledge and agree that the arbitrator may only award relief (including monetary, injunctive, and declaratory relief) in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s claim(s). Any awarded relief cannot affect other users.

You further agree and understand that all disputes, whether presented in court or through arbitration, must be conducted on an individual basis, and you waive your right to participate in a class action to resolve any dispute that you may have with ATD.

You understand that by entering into this agreement, you and ATD are each waiving the right to a trial by jury or to participate in a class action.

1. Claims to Be Resolved by Binding Arbitration. You and ATD agree to arbitrate all disputes and claims between us. This agreement to arbitrate is intended to be interpreted broadly. It includes, but not limited to: claims arising out of or related to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these or any prior Terms; claims currently the subject of purported class action litigation in which you are not a member of a certified class; and claims that may arise after the termination of these Terms.
2. Exceptions. Despite Section 10(a), you and ATD agree that no statement herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through appropriate federal, state, or local agencies; (ii) seek injunctive relief in any competent court of law; or (iii) file suit in a court of law to address intellectual property infringement claims.
3. Arbitrator. Any arbitration between you and ATD will be governed by the Commercial Dispute Resolution Procedures (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and administered by the AAA. The AAA Rules and filing forms are available at www.adr.org or by calling the AAA at 1-800-778-7879.
4. Fees. If you initiate arbitration in accordance with these Terms, ATD will, upon your request, reimburse you for your payment of the arbitration filing fee, unless your claim exceeds $10,000. In such instances, the payment of fees will be determined according to the AAA Rules. Requests for ATD to handle fee payments should be sent by mail to the AAA along with your Demand for Arbitration, and ATD will arrange to pay all necessary fees directly to the AAA. If the arbitrator deems that the claims you have presented in the arbitration are frivolous or for an improper purpose (as defined by the standards in Federal Rule of Civil Procedure 11(b)), you will be required to reimburse ATD for all arbitration fees it paid on your behalf that you would otherwise be responsible for under the AAA rules.
5. Notice and Process. Prior to initiating arbitration, a party must send the other party a written Notice of Dispute (“Notice”) via certified mail. The Notice to ATD must be mailed to: Auto Trades Direct, attn: Legal, 418 Broadway, Suite 8499, Albany, NY 12207 (“Notice Address”). The Notice needs to (a) describe the nature and basis of the claim or dispute; and (b) outline the specific relief being sought (“Demand”). If you and ATD fail to reach an agreement to resolve the claim within 30 days following the receipt of the Notice, either you or ATD may commence an arbitration proceedings.
6. For claims of $10,000 or less, you have the option to decide if the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing without the need for in-person appearance, or via an in-person hearing as specified by the AAA Rules. Should an in-person arbitration hearing be necessary, it will be held at a mutually agreed upon location in Nassau County, New York. Regardless of the manner in which the arbitration is conducted, the arbitrator is tasked with issuing a reasoned written decision that clearly articulates the critical findings and conclusions on which the decision and award, if any, are based. The arbitrator has the authority to issue rulings and settle disputes regarding the payment and reimbursement of fees or expenses at any point during the proceedings and upon request from either party made within 14 days after the arbitrator’s ruling on the merits.
7. No Class Actions. Unless you and ATD agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. YOU AND ATD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
8. Opt-Out. If you are a new ATD user, you have the option to reject the arbitration agreement detailed in this Section 10 (“opt-out”) by mailing a written opt-out notice (“Opt-Out Notice”). The Opt-Out Notice must be postmarked no later than thirty (30) days after the date you accept these Terms for the first time. The Opt-Out Notice should be mailed to the Notice Address specified in Section 10(e), above. The Opt-Out Notice must include your full name, address (including street address, city, state, and zip code), and the user name(s), email address(es), and phone number(s) linked to the ATD account(s) for which the opt-out is requested. For the Opt-Out Notice to be valid, you must personally sign it. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you decide to opt out of the Agreement to Arbitrate, all other parts of the Terms will still be applicable to you. Opting out of this Agreement to Arbitrate has no effect on any past, other, or future arbitration agreements you may have with ATD.
9. Modifications. Should ATD implement any future modifications to this Agreement to Arbitrate (apart from changes to the Notice Address), you have the right to decline any such amendment by forwarding written notice to us within 30 days of the modification to the Notice Address provided above. You acknowledge and agree that if you reject any future amendment, your account with ATD shall be terminated immediately, and you will resolve any dispute between us through arbitration, in accordance with the language of this provision.
10. Severability and Enforceability. Should an arbitrator or court determine that any component of this Section 10 is void or unenforceable, the remaining segments of this Section 10 will remain in effect. If this entire Section 10 is deemed unenforceable, then the parties agree that the exclusive jurisdiction and venue outlined in Section 12 will preside over any actions stemming from or associated with these Terms, and the remainder of the Terms will continue to apply.

17. Telephone Communications and Agreement to be Contacted:

1. Call Recording and Monitoring. You acknowledge that telephone calls to or from ATD, its agents, and affiliates, may be monitored and recorded, and you consent to such monitoring and recording.
2. Providing Telephone Numbers and Other Contact Information. You affirm that any contact information provided to ATD, including, but not limited to, your name, dealership name, mailing address, email address, residential or business telephone number, and/or mobile telephone number, is accurate and truthful. You confirm that you are the present subscriber or owner of any telephone number that you provide. You are expressly prohibited from providing a phone number that is not your own. If it is discovered that any information provided in connection with your registration is false or inaccurate, we may suspend or terminate your account at any time. Should any of your contact information change, including the ownership of your telephone numbers, you agree to immediately notify us before the change goes into effect by replying STOP to any text message from us or notifying us via email at [email protected].
3. Your Consent to Receive Automated Calls/Texts. You acknowledge that by voluntarily providing your telephone number(s), you explicitly consent to receive artificial voice messages, prerecorded voice communications, and/or autodialed calls and text messages (such as SMS, MMS, or future protocols or technologies) from ATD, and third parties acting on its behalf, concerning your account, transactions, and/or your relationship with ATD. You acknowledge and agree that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is listed on any state or federal Do Not Contact registry. You consent that ATD may acquire, and you explicitly consent to be reached at, any email addresses, mailing addresses, or telephone numbers provided by you or your representative at any time or acquired through other legal methods, such as skip tracing, caller ID capture, or other techniques. You consent to receive automated calls and text messages from ATD, even if you close your account or terminate your relationship with us, except if you opt out (refer to the opt-out procedure below). You understand that agreeing to receive automated promotional communications is not a prerequisite for purchasing any goods or services or for account creation. Should you choose not to give your consent, you are welcome to contact us via email to [email protected] for more information about our products and services. For opting out, please refer to the Opt-Out Procedure detailed below.
4. Opt-Out Instructions. Your consent to receive automated communications, including calls and texts, is entirely voluntary. You have the option to opt out at any time. To opt out of text messages, reply STOP to any text message you receive from us. For assistance, you may also text HELP. You acknowledge and agree to accept a final text message confirming your opt-out. We may use various shortcodes for different messaging activities, hence replying STOP to one shortcode will not initiate an opt-out for all shortcodes you are subscribed to. If you would like to stop messages from multiple shortcodes, reply STOP to each shortcode you wish to unsubscribe from. Alternatively, you can email [email protected] with a request to opt out of text messages, specifying the phone number(s) for which the opt-out should apply. To opt out of automated voice calls (not text messages), you must (i) send us a written notice withdrawing your consent to receive automated calls; (ii) include in the notice your full name, mailing address, account number, and the specific phone number(s) for which you desire to stop automated calls; and (iii) send this written notice to [email protected]. It is your sole responsibility to inform us if you no longer wish to receive automated calls or text messages. By failing to opt-out immediately or failing to follow these instructions, you waive any rights to bring claims for unauthorized or undesired calls or text messages. Please allow up to thirty (30) days for the processing of any opt-out requests. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you. It is possible that third parties may have your contact information and you may continue to receive communications from them despite an opt-out request. We are not responsible for unwanted contact from third parties. To manage your communication preferences with third parties, please contact them directly.
5. Fees and Charges. There is no fee to receive automated telephone calls or text messages from ATD. Nonetheless, you may incur charges for these calls or text messages by your telephone carrier, which is your sole responsibility. Message and data rates may apply. Check your telephone service plan and contact your carrier for details. You represent and warrant that you hold the authority to incur such charges and acknowledge that ATD holds no liability for any incurred charges.
6. Unauthorized Use of Your Telephone Device. You are obligated to notify ATD promptly regarding any security breach or unauthorized use of your telephone device. While ATD will not be liable for losses stemming from any unauthorized use of your telephone device, you maybe liable for losses we incur as a result of such unauthorized use.
7. Your Indemnification Obligation. You agree to indemnify ATD for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or its state law equivalents, including claims relating to your voluntary provision of a telephone number not owned by you and/or your failure to update us with changes in your contact information, including telephone number. You agree to indemnify, defend, and hold us harmless from and against any and all such claims, losses, liabilities, costs, and expenses (including reasonable legal fees). We retain the exclusive right to select legal representation, at your expense, to defend against such claims.
8. Release of Claims. In consideration of the services provided by ATD, you hereby release ATD from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities, or other harmful outcomes arising from or associated with telephone communications or text messages. This includes, but is not limited to, claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, as well as any federal or state tort or consumer protection laws). General Responsibilities. You are responsible to obtain and maintain all telephone devices, software, and other equipment, as well as all internet service providers, mobile service, and any other services required to receive calls and text messages. Text messaging services may be restricted to certain carriers and compatible devices. Your responsibilities outlined in this section shall continue even after the termination of these Terms of Service.
9. Text Messaging Terms and Conditions: By “Opting In” to or utilizing a ATD Text Message Service (“SMS Service”), you agree to these Terms and Conditions and consent to resolve disputes with ATD through binding arbitration (and with very minimal exceptions, not in court), and you waive any right to participate in class actions, all as detailed in Section 10 entitled “Dispute Resolution by Binding Arbitration” within ATD’s Terms of Use.
10. By opting In to ATD’s Text Message Service, you authorize and agree to permit ATD to utilize autodialer or non-autodialer technology for sending text messages to the mobile phone number linked with your Opt-In (i.e., the number provided on the Opt-In form or instructions, or, if not provided, the number from which you send the Opt-In, or, if none, the number on record for the account associated with your Opt-In). You grant ATD permission to include marketing content in any such messages. Opting In or agreeing to Opt-In is not a prerequisite for any purchase or service.
11. You confirm that you are either the registered subscriber of the specified phone number or the primary user of that number within a family or business plan and that you possess the authority to Opt-In.
12. Upon Opting-In, in addition to the the primary messages the service provides, you might receive one or several welcome messages or administrative communications, which could include, in certain instances, a request to verify your Opt-In. You have the option to cancel the SMS service at any time. Simply text “STOP” to the phone number or shortcode. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm you have been unsubscribed. Following this confirmation, you will no longer receive SMS messages from us. If you decide to subscribe again, proceed with the registration as you initially did, and we will resume sending SMS messages to you.
13. Should you encounter any problems with the messaging program, you can reply with the keyword HELP for additional assistance, or directly seek support at [email protected]
14. Carriers are not liable for messages that are delayed or not delivered.
15. As usual, message and data rates may apply for any messages exchanged between us and you. You may receive up to 15 messages per month. For inquiries regarding your text or data plan, contacting your wireless service provider is recommended.
16. For privacy concerns, review our privacy policy at: https://autotradesdirect.com/privacy-policy/

18. General Provisions:

Governing Law and Jurisdiction. You consent that the laws of New York (without regard to its conflict of laws principles) shall govern these Terms, the Website, and the Services, and that any dispute arising from or in connection to these Terms, the Website, or the Services shall be subject to the exclusive jurisdiction and venue of the federal and state courts in Nassau County, New York. You acknowledge and concur that any breach of these Terms could cause ATD irreparable damage, thus you agree that ATD will have the right to seek extraordinary relief in court, including but not limited to, temporary restraining orders, preliminary injunctions, and permanent injunctions without the requirement of posting a bond or other security, in addition to and without limiting any other rights or remedies that ATD may possess for a breach of these Terms. These Terms, which you accept upon registration for the Services, the Privacy Policy available on the Site, and any additional service terms, constitute the entire agreement between you and ATD regarding the use of this Service, replacing any previous agreements between you and ATD related to your use of this Site or Services (including, but not limited to, any prior versions of these Terms). The FAQs provided on the Services are for informational purposes only and are not considered part of these Terms. Unless explicitly stated otherwise, the Terms will persist beyond the termination of your registration to the Service. The failure of ATD to act upon or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is found to be invalid, the remainder of the Terms shall continue in full force and effect. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or the Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the Terms are solely for convenience and hold no legal or contractual effect.

19. Content:

All text, graphics, user interfaces, visual interfaces, photographs, trademarks (whether registered or not), logos, sounds, artwork of any kind, and computer code (collectively, “Content”), including but not limited to the design, structure, coordination, selection, appearance, and arrangement of the Content, present on the Site is owned by ATD and is safeguarded by trade dress, copyright, trademark, and other proprietary laws and laws against unfair competition. Any improper use of the Content will be at your risk, and ATD will take all legal actions necessary to enforce and safeguard the Content.

20. Confidentiality:

We commit to implementing all reasonable measures to safeguard your account and account information, but we cannot guarantee the security of any information you disclose. This includes your sharing of account information to any third party, including but not limited to employees, contractors, vendors, suppliers, etc., associated with your dealership. You accept and understand that maintaining the security of your data is your responsibility.

Your use of the Services is further regulated by our Privacy Policy.

21. Notification of Terms of Use Modifications:

We reserve the right to amend these Terms of Use to accommodate changes in our business practices and the ways we interact with you, including modifications in vendors and policies pertinent to our Services. Should there be any substantial adjustments, we will inform you via email (dispatched to the email address listed in your account) or through an announcement on this Website. We advise you to review this section periodically for the most current details on our Terms of Use. Any updates to these Terms of Use will be indicated by updating the revision date located at the beginning of the Terms of Use document.

22. Term and Termination:

This agreement becomes effective upon your acceptance of the Terms through your use of the Site or Services and will continue indefinitely unless terminated under the provisions herein. ATD has the authority to terminate your account at any time, with or without cause, and without the need for explanation, taking effect upon written notice to you. ATD also holds the right to immediately suspend or cease your access to any of the Services, without notice, for any reason or no reason. Furthermore, we maintain the discretion to retain your account information or data within our Services and any other records indefinitely to adhere to legal and regulatory obligations. Should your access to any of the Services be suspended due to a breach of these Terms, you acknowledge that any fees paid to ATD will be nonrefundable, and all due or impending payments will become immediately due.