Terms of Use

1. ACCEPTING THESE TERMS

This document makes up our Terms and Conditions ("Terms" or "Agreement"). The Terms are a legally binding contract between all those who access, visit and/or use the Subscription Services (defined below), whether acting as an individual or on behalf of an entity, including you and all persons, entities, or digital engines of any kind that harvest, crawl, index, scrape, spider or mine digital content by an automated or manual process or otherwise (collectively, "you", or the "Subscriber") and Nexus AT, LLC, an Illinois limited liability company ("Nexus Dealer Portal"). This contract sets out your rights and responsibilities when you use https://nexusdealerportal.com/ ("Website") and when you use the Subscription Services (defined below). Please read these Terms carefully. By creating an account on the Website or by accessing or using the Subscription Services, you are accepting this Agreement, on behalf of yourself or the company, entity or organization that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Website or the Subscription Services or accept this Agreement if you are not at least 18 years old. Please read this Agreement carefully before using the Website or Subscription Services. Use of the Website and Subscription Services is conditioned on your agreement to all of the terms and conditions contained in the Agreement. Your use of the Website and the Subscription Services is also governed by the Nexus Dealer Portal Privacy Policy, which is incorporated into these Terms by reference.

SECTION 14 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN YOU AND NEXUS DEALER PORTAL TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 14 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE.

IF YOU DO NOT SO AGREE, YOU SHOULD DECLINE THIS AGREEMENT, IN WHICH CASE YOU ARE PROHIBITED FROM ACCESSING OR USING THE SUBSCRIPTION SERVICES OR WEBSITE.

2. CHANGES

Nexus Dealer Portal may amend the Terms at any time by posting a revised version on the Website or otherwise providing it to you. The revised version will become effective when posted or, if a later effective date is stated in the revised version, on that stated date, and Nexus Dealer Portal will use commercially reasonable efforts to notify Subscriber of material changes. Your continued access to or use of the Website or the Subscription Services after the revised Terms become effective constitutes your acceptance of them. If you do not agree to the revised Terms, you must stop using the Website and the Subscription Services and may terminate your Account.

3. DEFINITIONS

  1. "Lead" means a posting submitted by an individual who wishes to sell a Vehicle (defined below), containing such individual's contact information and the description of the motor vehicle being offered for sale.

  2. "Vehicle" means the motor vehicle detailed in the Lead.

  3. A "Deal" is when a Lead Contact accepts the terms of Subscriber's offer for the purchase of the Vehicle.

  4. "Lead Contact" means the individual who submitted the Lead for the purpose of receiving offers to sell the Vehicle.

  5. "Subscriber Content" means any and all information, data, textual, audio, and/or visual content, commentary and feedback related to the Subscription Services (defined below), ratings, reviews, and other content that any Subscriber submits to, or uses with, the Subscription Services (defined below).

  6. "Carrier" means a third-party motor carrier, freight forwarder, driver, or other transportation provider that transports, or that is engaged to transport, a Vehicle.

  7. "Transport Services" means the vehicle transportation brokerage and coordination services described in Section 4, through which Nexus Dealer Portal, acting as a transportation broker, arranges for the transport of a Vehicle by one or more Carriers.

  8. "Referral" means Subscriber's submission, through the Website, of the name and contact information of a person who may wish to ship a vehicle, so that Nexus Dealer Portal may arrange Transport Services for that person.

Other words are defined throughout these Terms.

4. SUBSCRIPTION SERVICES

Nexus Dealer Portal will provide Subscriber access to a calculator that will estimate the cost of shipping a vehicle in the United States (the "Cost Calculator"). The Cost Calculator amount is an estimate and is not a final quote for services to ship any vehicle.

Nexus Dealer Portal also grants Subscriber access to a list of Leads throughout the United States ("Lead List"). If Subscriber finds a Lead to pursue, Subscriber can use the posted contact information for the Lead Contact to directly communicate, through phone or email, an offer of terms for the purchase of the Vehicle. If the offer is accepted by the Lead Contact, a Deal is formed. Subscriber may use Lead Contact information solely to communicate with the Lead Contact for the exclusive purpose of evaluating and negotiating a potential purchase of the specific Vehicle described in the Lead.

Additionally, Subscriber may utilize the Website to monitor Subscriber's account history ("CRM Services"). CRM Services allow Subscriber to search all of Subscriber's previous offers to Lead Contacts. The offer history further provides Subscriber with a record of which of Subscriber's offers turned into Deals. Furthermore, CRM Services can be used by Subscriber to monitor the current status of Subscriber's active Deals.

Additionally, at Subscriber's request, Nexus Dealer Portal offers vehicle transportation brokerage services through which Nexus Dealer Portal arranges for the transport of a Vehicle by one or more third-party Carriers (the "Transport Services"). When Subscriber requests Transport Services, whether through the Website's transport calculator, quote, or order tools or otherwise, Nexus Dealer Portal acts solely as a transportation broker that arranges carriage by independent, third-party Carriers. Nexus Dealer Portal is not a motor carrier, does not itself transport Vehicles, and does not take custody or possession of any Vehicle. Any rate, quote, pickup date, delivery date, or transit time provided through the Transport Services is a good-faith estimate only, is based on then-current market conditions and the information Subscriber provides, and is not a guarantee. Nexus Dealer Portal does not guarantee that any Vehicle will be picked up or delivered by any particular date or within any particular window. The Transport Services are also governed by a separate transportation services agreement and/or transport order terms and conditions made available by Nexus Dealer Portal (the "Transport Terms"), and by requesting or using the Transport Services Subscriber agrees to the Transport Terms then in effect. The Transport Terms govern the specifics of each transport order; in the event of a conflict between these Terms and the Transport Terms, the Transport Terms will control as to that transport order, except that the disclaimers of warranty, limitations of liability, and dispute-resolution provisions of these Terms will continue to apply.

Nexus Dealer Portal may also offer a referral program through which Subscriber may submit a Referral and, subject to the applicable program terms, receive a referral credit or payment for each resulting completed transport order. All promotional offers, referral credits, discounts, and similar incentives (including any introductory shipping discount and any per-order referral credit) are offered in Nexus Dealer Portal's discretion, are subject to separate terms posted or otherwise made available by Nexus Dealer Portal, and may be modified, suspended, withheld, recovered, or discontinued at any time, including where an order is cancelled or where Nexus Dealer Portal reasonably suspects fraud, abuse, or ineligibility. Subscriber is responsible for obtaining any consent required from a referred person before submitting that person's information as a Referral.

The Cost Calculator, Lead List, CRM Services, Transport Services, any referral program, and any other service provided to Subscriber on the Website (collectively, the "Subscription Services") shall constitute the entirety of Nexus Dealer Portal's services to Subscriber.

Nexus Dealer Portal is a neutral, online platform that solely provides tools, functionality, and communication channels enabling the Subscription Services. With respect to the purchase and sale of Vehicles, Nexus Dealer Portal is not a dealer, buyer, seller, agent, or representative of Subscriber or of any Lead Contact, and does not participate in, negotiate, or consummate any purchase or sale transaction between Subscriber and any Lead Contact. With respect to Transport Services, Nexus Dealer Portal acts solely as a transportation broker that arranges carriage by independent, third-party Carriers and is not itself a motor carrier, shipper, or the transporter of any Vehicle. All transactions relating to any Lead, including any offers, acceptances, terms, inspections, payments, and transfer of title or possession of any Vehicle, are solely between the applicable Subscriber and Lead Contact.

Nexus Dealer Portal does not examine, inspect, verify, or review any Vehicle submitted in a Lead, and makes no representations or warranties regarding the accuracy, completeness, legality, genuineness, ownership, condition, or legitimacy of any Lead or Vehicle information. Nexus Dealer Portal has no obligation to investigate, confirm, vet, screen, or police any Leads, Subscriber Content, communications, or user conduct, including any fraudulent, misleading, inaccurate, or improper postings or behavior. Subscribers are solely responsible for conducting their own due diligence before entering into any transaction.

Furthermore, except for arranging Transport Services as a broker as described above, Nexus Dealer Portal is not responsible for moving, shipping, loading, or transporting any Vehicle, and Nexus Dealer Portal will not take custody or possession of any Vehicle. As between Nexus Dealer Portal and Subscriber, the Carrier that transports a Vehicle is solely responsible for that transport, including for any loss of, damage to, or delay in the transport of the Vehicle.

5. LIMITATIONS AND PROHIBITED USES OF SUBSCRIPTION SERVICES, THE WEBSITE, AND LEAD CONTACT INFORMATION

  1. Intellectual Property License Restrictions.

    1. You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Subscription Services or the Website;

    2. You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Subscription Services or the Website;

    3. You shall not access the Subscription Services or the Website in order to build a similar or competitive service;

    4. You may not use the Subscription Services or Website to upload, transmit, display, store, distribute, access, or otherwise engage in any activity that violates any third-party right, including copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; and

    5. Except as expressly stated herein, no part of the Subscription Services or the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

  2. Limitations on Lead Contact Information. Subscriber may use Lead Contact information solely to communicate with the Lead Contact for the exclusive purpose of evaluating and negotiating a potential purchase or sale of the specific Vehicle described in the Lead. Subscriber shall not use Lead Contact information to advertise, solicit, market, or promote any other products, services, or vehicles. Subscriber is solely responsible for complying with all telemarketing and consumer-contact laws, including the Telephone Consumer Protection Act ("TCPA"). Any violation constitutes a material breach, and Subscriber shall indemnify Nexus Dealer Portal from all claims arising from unlawful communications.

  3. Further Restrictions. You agree not to use the Subscription Services or Website to upload, transmit, display, store, distribute, access, or otherwise engage in any activity that: (i) is unlawful, tortious, harassing, abusive, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (including material promoting racism, bigotry, hatred, or physical harm against any group or individual), harmful to minors, or otherwise objectionable; (ii) uploads, transmits, or distributes any computer viruses, worms, or other software intended to damage, disrupt, or alter a computer system, network, or data; (iii) interferes with, disrupts, or creates an undue burden on servers or networks connected to the Website or Subscription Services or violates the regulations, policies, or procedures of such networks; (iv) attempts to gain unauthorized access to the Website or Subscription Services or any computer systems or networks connected thereto, including through password mining or other intrusive means; (v) sends unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, duplicative messages, or any other unsolicited communications, whether commercial or otherwise; (vi) harasses or interferes with another Subscriber's use and enjoyment of the Website or Subscription Services; (vii) harvests, collects, gathers, or assembles information or data regarding other Subscribers, including email addresses, without their consent; (viii) strips, scrapes, mines, deep-links, frames, mirrors, caches, or otherwise accesses, acquires, copies, monitors, or extracts any portion of the Subscription Services, the Website, or any data or content found thereon; (ix) introduces or uses any robots, bots, spiders, scrapers, data-mining tools, automated scripts, macros, cheats, automated agents, algorithms, programs, or other automated processes or methodologies (or engages in meta-searching or similar techniques) to create accounts, generate automated searches or queries, or access, acquire, copy, monitor, or manipulate the Website, Subscription Services, or any associated data; or (x) reproduces, modifies, adapts, translates, edits, uploads, transmits, stores, posts, mirrors, frames, deep-links, scrapes, data mines, prepares derivative works from, sells, distributes, publicly displays, publicly performs, telecommunicates, or otherwise improperly uses or exploits the Subscription Services or Website.

6. REGISTRATION, LICENSES

  1. Accounts. In order to use the Website or Subscription Services, you must register for an account with Nexus Dealer Portal ("Account") and provide certain information as prompted by the registration and shipment acceptance forms. You represent and warrant that: (i) all required registration information you submit is truthful and accurate and (ii) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting Nexus Dealer Portal or following the instructions on the Website. You are responsible for maintaining the confidentiality of your Account login credentials and you are fully responsible for all activities that occur under your Account (whether or not the activity was done by an authorized user of your Account). You agree to immediately notify Nexus Dealer Portal of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Nexus Dealer Portal is not liable for any loss or damage arising from your failure to comply with the above requirements.

  2. Communications from Nexus Dealer Portal. Upon registration for an Account, you will be asked to provide us with a telephone number at which you agree Nexus Dealer Portal can reach you via call or text message. By providing your phone number, you expressly consent to receiving calls from Nexus Dealer Portal, including but not limited to automated calls, in response to your inquiries or for customer service purposes. You may opt out of receiving these text messages or calls at any time by replying 'STOP' to any message, emailing help@nexusdealerportal.com or orally confirming your request to opt out during any received call. Furthermore, you will be asked to provide us with an email address. By providing your email address, you consent to receive transactional and account-related emails from Nexus Dealer Portal concerning your Account and the Subscription Services, and you may also elect to receive the Nexus Dealer Portal newsletter and marketing emails. You may opt-out of such communication at any time by replying "STOP" to the email or by emailing such opt-out request to help@nexusdealerportal.com. Message and data rates may apply, message frequency may vary, and you may text HELP for help. Your consent to receive marketing or promotional calls, texts, or emails is not a condition of using the Website or the Subscription Services or of any purchase or transaction.

  3. Site's Intellectual Property. Nexus Dealer Portal owns and retains ownership of the Subscription Services and the Website and all intellectual property therein. Subject to the terms of this Agreement, Nexus Dealer Portal grants you a limited, non-transferable, non-exclusive, revocable license to use the Website for your internal business use during the term of this Agreement. Additionally, Nexus Dealer Portal owns all intellectual property rights in all related software and servers, in and to our trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the "Marks"). Subscribers acknowledge and agree that Nexus Dealer Portal owns all right, title, and interest in and to the Subscription Services and the Website, including all intellectual property rights therein. Subscriber understands and agrees that without a written license agreement with Nexus Dealer Portal, Subscriber may not make any use of the Marks. Except as expressly granted in this Agreement, all rights, title and interest in and to the Subscription Services and the Website, and in and to the Marks are reserved by Nexus Dealer Portal.

7. SUBSCRIBER CONTENT

  1. Content. You are solely responsible for your Subscriber Content. You assume all risks associated with use of your Subscriber Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Subscriber Content that makes you or any third party personally identifiable. You hereby represent and warrant that your Subscriber Content does not violate any provision of this Agreement. For the avoidance of doubt, Subscriber Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third-party owner of such content. You agree to be fully liable for any claims of violations. You may not state or imply that your Subscriber Content is in any way provided, sponsored or endorsed by Nexus Dealer Portal. You acknowledge and agree that Nexus Dealer Portal is not responsible for any loss or damage resulting from anyone's use or reliance on Subscriber Content and Nexus Dealer Portal makes no guarantees regarding the accuracy, completeness, usefulness currency, suitability, or quality of any Subscriber Content, and assumes no responsibility for any Subscriber Content.

  2. License. Subscriber hereby grants, and represents and warrants that they have the right to grant, to Nexus Dealer Portal an irrevocable, nonexclusive, royalty-free and fully paid, sublicenseable, worldwide license, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Subscriber Content in all formats and distribution channels, now known or hereafter devised (including in connection with the Subscription Services and Nexus Dealer Portal's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

  3. Anonymous Data. Nexus Dealer Portal may create anonymous data records ("Anonymous Data") from your Subscriber Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. Nexus Dealer Portal may use and disclose Anonymous Data for any purpose, including improving the Subscription Services or Website.

  4. Disclosure. Nexus Dealer Portal may share your Subscriber Content (i) with third party service providers; (ii) if another company acquires Nexus Dealer Portal; and/or (iii) to comply with relevant laws, to respond to subpoenas or warrants or assist in preventing any violation or potential violation of the law or this Agreement.

8. TERMINATION RIGHTS

Nexus Dealer Portal retains the right to suspend or terminate any Account at any time. Nexus Dealer Portal, in its sole discretion, may choose to suspend or terminate any Account for any reason including, but not limited to: (i) breaching any provision of this Agreement (or acting in a manner that clearly showed you do not intend to, or are unable to, comply with this Agreement); (ii) compulsion by the law (for example, where provision of the Website or Subscription Services to you is, or becomes, unlawful), (iii) your history of poor performance, or (iv) any other reason Nexus Dealer Portal decides. Nexus Dealer Portal further reserves the right to review any Subscriber Content or disputes but has no obligation to monitor nor address any content or disputes. Upon Nexus Dealer Portal's decision, your Account and right to access or use the Subscription Services will terminate immediately. Subscriber may terminate this Agreement at any time by deleting its Account and ceasing all use of the Website and the Subscription Services. Termination will not affect any right, obligation, or liability that accrued before the effective date of termination, and the provisions of these Terms that are intended to survive termination will continue to apply.

9. DISCLAIMER OF WARRANTY

YOUR USE OF THE WEBSITE OR SUBSCRIPTION SERVICES IS AT YOUR SOLE RISK. THE SUBSCRIPTION SERVICES AND THE WEBSITE ARE PROVIDED ON AN "AS IS" BASIS, AND NEXUS DEALER PORTAL MAKES NO WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NON-INFRINGEMENT, OR AVAILABILITY. NEXUS DEALER PORTAL DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES OR THE WEBSITE WILL BE AVAILABLE OR WILL MEET YOUR REQUIREMENTS.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, NEXUS DEALER PORTAL'S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SUBSCRIPTION SERVICES AND THE WEBSITE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

THE SUBSCRIPTION SERVICES OR THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. NEXUS DEALER PORTAL ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. NEXUS DEALER PORTAL IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SUBSCRIPTION SERVICES OR THE WEBSITE.

10. LIMITATION OF LIABILITY; ACKNOWLEDGMENT OF NO CONTROL

UNDER NO CIRCUMSTANCES WILL NEXUS DEALER PORTAL OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SUBSCRIPTION SERVICES OR THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF THE SUBSCRIPTION SERVICES OR THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

NEXUS DEALER PORTAL'S TOTAL AGGREGATE LIABILITY TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING FROM OR OUT OF THE SUBSCRIPTION SERVICES OR THE WEBSITE (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) SHALL IN NO EVENT EXCEED FIVE HUNDRED DOLLARS ($500.00) PER SUBSCRIBER.

NEXUS DEALER PORTAL AND THE SUBSCRIBER FURTHER HEREBY ACKNOWLEDGE THAT NEXUS DEALER PORTAL RETAINS NO CONTROL OF ANY PART OF THE DELIVERY OF THE VEHICLE UNDER THESE TERMS; THAT NEXUS DEALER PORTAL HAS NO RIGHT TO ORDER THE DELIVERY STOPPED OR RESUMED FOR SAFETY REASONS OR ANY OTHER REASON, NO RIGHT TO INSPECT ITS PROGRESS OF RECEIVE REPORTS, AND NO RIGHT TO MAKE SUGGESTIONS OR RECOMMENDATIONS CONCERNING THE DELIVERY OF THE VEHICLE. FURTHERMORE, NEXUS DEALER PORTAL TAKES NO ACTIVE ROLE IN ENSURING SAFETY IN RELATION TO THE DELIVERY OF THE VEHICLE, AND NEXUS DEALER PORTAL DOES NOT COMPLETE ANY INSPECTION OF THE VEHICLE CARRIER USES TO COMPLETE TRANSPORTATION OF THE VEHICLE NOR AN INSPECTION OF ANY VEHICLE IN ANY LEAD. TO THE FULLEST EXTENT PERMITTED BY LAW, THE FOREGOING DISCLAIMERS, THE LIMITATIONS ON LIABILITY, AND THE LIABILITY CAP SET FORTH IN THIS SECTION APPLY TO ALL OF THE SUBSCRIPTION SERVICES, INCLUDING THE TRANSPORT SERVICES AND ANY REFERRAL PROGRAM, AND TO ANY CLAIM ARISING FROM OR RELATING TO THE ACTS OR OMISSIONS OF ANY CARRIER OR TO ANY LOSS OF, DAMAGE TO, OR DELAY IN THE TRANSPORT OF ANY VEHICLE. AS A TRANSPORTATION BROKER, NEXUS DEALER PORTAL IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY CARRIER, AND ANY CLAIM FOR LOSS OF, DAMAGE TO, OR DELAY IN THE TRANSPORT OF A VEHICLE MUST BE PURSUED AGAINST THE APPLICABLE CARRIER.

11. INDEMNIFICATION

Subscriber shall defend, indemnify, and hold harmless Nexus Dealer Portal, its affiliates, and their respective directors, officers, employees, agents, and representatives ("Indemnified Parties") from and against any and all claims, actions, demands, proceedings, suits, investigations, liabilities, losses, damages, judgments, fines, penalties, interest, fees, costs, expenses, and settlements (including but not limited to reasonable attorneys' fees and expenses) (collectively, "Claims"), arising out of, relating to, or in connection with: (a) your access to or use or misuse of the Subscription Services or the Website; (b) your breach or alleged breach of these Terms or any applicable law; (c) any Subscriber Content you submit or transmit; (d) any transaction or other interaction between Subscriber and any third party, including Lead Contacts; or (e) any actual or alleged personal injury (including death) or property damage resulting from Subscriber's acts or omissions.

The Indemnified Parties shall promptly notify Subscriber in writing of any Claim for which indemnification is sought. Failure to provide prompt notice shall not relieve Subscriber of its obligations except to the extent materially prejudiced thereby. Subscriber shall assume the defense of such claim with counsel reasonably acceptable to the Indemnified Parties. The Indemnified Parties may, at their own expense, participate in the defense.

Subscriber may not settle any claim without the Indemnified Parties' prior written consent if such settlement: (i) admits wrongdoing or fault by any Indemnified Party; (ii) imposes any non-monetary obligation on any Indemnified Party; or (iii) does not include a full, unconditional release in favor of all Indemnified Parties.

The indemnity obligations under this Section shall survive any termination, expiration, or cessation of these Terms and the Subscriber's use of the Subscription Services or Website.

The indemnification rights provided herein are in addition to, and not exclusive of, any other rights or remedies available at law or in equity.

12. THIRD-PARTY SITES

The Subscription Services or the Website might contain links to third party websites, services, and advertisements for third parties (collectively, "Third Party Sites"). Such Third-Party Sites are not under the control of Nexus Dealer Portal and Nexus Dealer Portal is not responsible for any Third-Party Sites. Nexus Dealer Portal does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third-Party Sites at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Sites.

13. GOVERNING LAW

These Terms shall be construed in accordance with the laws of the state of Illinois, without reference to its conflict of law provisions, and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws.

14. DISPUTE RESOLUTION

Nexus Dealer Portal and Subscriber will attempt to resolve in good faith any claim, controversy, or dispute arising out of, relating to, or in connection with these Terms, Subscription Services, or any other engagement between the parties through consultation and negotiation in a spirit of mutual cooperation. Nexus Dealer Portal and Subscriber agree to make reasonable efforts to correspond and attempt to resolve any such dispute before resorting to arbitration.

If those efforts fail, and either Nexus Dealer Portal or Subscriber wishes to pursue any unresolved claim(s), such claim(s) shall be resolved exclusively by binding arbitration, rather than in court, except that either party may assert claims in small claims court if the claim(s) qualify; and may bring suit in any court of competent jurisdiction to enjoin infringement or misuse of intellectual property rights, including to seek temporary restraining orders or injunctive relief.

At least thirty (30) days before beginning an arbitration proceeding, the party seeking arbitration must send an individualized written notice, personally signed, identifying the party, its legal claims, the requested relief, and the intent to pursue arbitration. Such notice shall be sent by certified mail, Federal Express, UPS, or USPS express mail (signature required) to:
Nexus Dealer Portal
1320 Tower Road
Schaumburg, IL 60173

If Nexus Dealer Portal initiates arbitration, it shall send such notice to Subscriber at the last known address or by electronic mail if no physical address is available.

The Federal Arbitration Act and federal arbitration law shall govern this arbitration provision. Except as otherwise provided herein, the arbitration shall be administered by the National Arbitration and Mediation ("NAM") under its rules, including for Consumer-Related Disputes. Nexus Dealer Portal and Subscriber also agree to delegate the issue of arbitrability to the arbitrator.

There shall be no judge or jury in arbitration, and court review of an arbitration award is limited. However, the arbitrator shall have the authority to award the same damages and relief that a court could (including injunctive and declaratory relief or statutory damages).

Arbitration shall be conducted by a single neutral arbitrator with at least five (5) years' experience in commercial contract disputes, mutually agreed upon by the parties. If the parties cannot agree, the arbitrator shall be appointed pursuant to the NAM's rules. Unless otherwise agreed, the arbitration shall take place in Chicago, Illinois (or as close thereto as reasonably practicable).

The arbitrator shall allow for reasonable, limited discovery and may grant emergency or interim relief as necessary. The parties agree to work in good faith to expedite the proceedings and to cooperate in discovery.

Payment of administrative and arbitrator fees shall be governed by the NAM's rules, except that all filing fees shall be paid by the filing party. If Subscriber is the prevailing party, Subscriber may seek reimbursement of its reasonable fees and costs. If Nexus Dealer Portal is the prevailing party, it may seek reimbursement of its attorneys' fees and costs if the arbitrator determines Subscriber's claims were frivolous.

Nexus Dealer Portal and Subscriber agree that any arbitration proceedings, related communications, and the arbitration award (the "Arbitration Award") shall remain strictly confidential. The submission to arbitration and agreement to arbitrate shall be specifically enforceable, and judgment upon any Arbitration Award may be entered in any court of competent jurisdiction.

If multiple disputes arise regarding the same or substantially similar issues, the claims shall be arbitrated in the order in which they were filed, and all claims must be filed within three (3) years of the occurrence of the dispute.

THIS ARBITRATION AGREEMENT SHALL SURVIVE TERMINATION OF THESE TERMS.

ALL CLAIMS AND DISPUTES SUBJECT TO ARBITRATION UNDER THESE TERMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, NOR MAY ANY CLAIMS BE CONSOLIDATED OR ARBITRATED TOGETHER WITH THOSE OF OTHER SUBSCRIBERS OR THIRD PARTIES. ONLY INDIVIDUAL RELIEF IS AVAILABLE. NOTHING IN THIS PROVISION, HOWEVER, SHOULD OPERATE TO PREVENT NEXUS DEALER PORTAL OR SUBSCRIBER FROM SETTLING CLAIMS ON A CLASS-WIDE BASIS OR OTHERWISE COORDINATING CLAIMS FILED IN ARBITRATION.

If a court of competent jurisdiction or the arbitrator determines that applicable law precludes enforcement of any portion of the class or collective action waiver with respect to a particular claim, then such claim, and only that claim, shall proceed in a court of competent jurisdiction located in Illinois in accordance with Section 16 of these Terms. All other claims shall remain subject to arbitration on an individual basis.

15. ADDITIONAL TERMS FOR CALIFORNIA RESIDENTS

Under Cal. Civ. Code § 1789.3, California consumers are entitled to know that they may file grievances and complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or by email at dca@dca.ca.gov.

16. EXCLUSIVE VENUE

Subject to Section 14, to the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Nexus Dealer Portal agree that all claims and disputes arising out of or relating to this Agreement, the Subscription Services, or the Website will be litigated exclusively in the state courts located in Cook County, Illinois or federal courts located in the Northern District of Illinois.

17. JURY TRIAL WAIVER

If for any reason a claim proceeds in court rather than in arbitration, Nexus Dealer Portal and Subscriber each waive any right to a jury trial.

18. ENTIRE AGREEMENT

These Terms contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

19. NO AGENCY

Subscriber shall be deemed not to be an agent, joint venturer or representative of Nexus Dealer Portal, and Subscriber may not create any obligations or responsibilities on behalf of or in the name of Nexus Dealer Portal.

20. NO ASSIGNMENT

You may not sell, transfer, assign, pledge or hypothecate your rights, interests, or obligations under these Terms.

21. CONSTRUCTION

Subscriber and Nexus Dealer Portal acknowledge that they have participated fully in the review and revision of these Terms and have had the opportunity to seek the advice of legal counsel. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.

22. SEVERABILITY

If any provision of this Agreement shall for any reason be held illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Agreement.

23. WAIVERS

No delay or omission on the part of Nexus Dealer Portal in requiring performance by you or in exercising any right hereunder shall operate as a waiver of any provision hereof or of any right or rights hereunder; and the waiver, omission or delay in requiring performance or exercising any right hereunder on any one occasion shall not be construed as a bar to or waiver of such performance or right, or of any right or remedy under this Agreement, on any future occasion. A waiver must be in writing and executed by Nexus Dealer Portal in order to be enforceable.

24. SECTION HEADINGS

Section headings are for descriptive purposes only and shall not control or alter the meaning of these Terms.

25. NO REPRESENTATION

You represent that you have carefully read and understand the scope and effect of the provisions of these Terms. Neither you nor Nexus Dealer Portal has relied upon any representations or statements made by the other party which are not specifically set forth in these Terms.

26. SURVIVAL OF CERTAIN PROVISIONS

Any provisions of these Terms that by their nature are intended to survive termination, expiration, or cessation of access to the Subscription Services or Website shall so survive.

Without limiting the foregoing, all provisions relating to intellectual property rights, disclaimers, limitations of liability, indemnification, prohibited uses, confidentiality, dispute resolution, governing law, and any other provisions which must survive to give proper effect to their intent shall remain in full force and effect after termination.

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