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 Dealers Portal, LLC, a Florida limited liability company ("Nexus 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, including the policies and terms linked to or otherwise referenced in the Agreement, all of which are hereby incorporated into the Agreement.
SECTION 15 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN YOU AND NEXUS PORTAL TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
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 Portal may amend the Terms at any time by providing you with a revised version. The revised version will be effective at the time you receive the revised version.
3. DEFINITIONS
A. A "Lead" is a posting with the name and address of the potential car buyer or seller, and Vehicle (defined below) description.
B. A "Broker" is a federally licensed freight company granted authority by the federal motor carrier safety administration. For purposes of this agreement, Nexus AT LLC, an Illinois limited liability company, shall be the only Broker involved.
C. A "Vehicle" is the motor vehicle detailed in the Lead.
D. A "Deal" is when Vehicle owner or buyer accepts the terms of your offer for the Lead.
E. A "Lead Contact" is the individual associated with a specific Lead.
F. "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.
Other words are defined throughout these Terms.
4. SUBSCRIPTION SERVICES
Nexus 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 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 Vehicle. If the offer is accepted by the Lead Contact, a Deal is formed.
Once a Deal is formed, Nexus Portal will present to Subscriber a third-party Broker who has the capabilities to find a third-party carrier who will ultimately be responsible for the actual shipment of the Vehicle ("Broker Access"). Subscriber is under no obligation to use the Broker that Nexus Portal presents to Subscriber, and any relationship between Broker and Subscriber is not governed by these Terms, and instead is governed by a separate set of terms and conditions between Subscriber and Broker.
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.
The Cost Calculator, Lead List, Broker Access, CRM Services, and any other service provided to Subscriber on the Website (collectively, the "Subscription Services") shall constitute the entirety of Nexus Portal's services to Subscriber.
Nexus Portal is acting as a Lead posting board and offer facilitator. Nexus Portal's involvement is limited to posting Leads and Lead related information, providing Subscribers access to a third-party Broker, and providing basic communication and Deal tracking to Subscribers. Nothing in this Agreement shall be construed to mean Nexus Portal is subcontracting work to the Broker. Nexus Portal is a neutral platform. Nexus Portal is not a transportation service provider, shipper, or broker. Nexus Portal is not involved in the actual transaction Subscriber enters regarding any Leads. Nexus Portal does not examine or review any Vehicle that is listed in a Lead, and makes no guarantees as to the accuracy of any Lead. Furthermore, Nexus Portal is not responsible for moving any Vehicle nor will Nexus Portal take possession of any Vehicle.
5. REGISTRATION, LICENSES
A. Accounts.In order to use the Website or Subscription Services, you must register for an account with Nexus 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 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 Portal of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Nexus Portal is not liable for any loss or damage arising from your failure to comply with the above requirements.
B. Telephone Calls and Text Messages.Upon registration for an Account, you will be asked to provide us with a telephone number at which Nexus Portal can reach you via call or text message.
C. Site's Intellectual Property. Nexus 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 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 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 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 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 Portal.
6. SUBSCRIBER CONTENT
A. 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 Portal. You acknowledge and agree that Nexus Portal is not responsible for any loss or damage resulting from anyone's use or reliance on Subscriber Content and Nexus 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 .
B. License. Users hereby grant, and represent and warrant that they have the right to grant, to Nexus 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 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.
C. Anonymous Data.Nexus 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 Portal may use and disclose Anonymous Data for any purpose, including improving the Subscription Services or Website.
D. Disclosure. Nexus Portal may share your Subscriber Content (i) with third party service providers; (ii) if another company acquires Nexus 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.
7. LIMITATIONS ON USE OF SUBSCRIPTION SERVICES AND WEBSITE
A. Intellectual Property License Restrictions.
I. You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Subscription Services or the Website;
II. You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Subscription Services or the Website;
III. You shall not access the Subscription Services or the Website in order to build a similar or competitive service; and
IV. 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.
B. Behavioral Restrictions.You agree not to use the Subscription Services or Website to upload, transmit, display, or distribute any Subscriber Content that: (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way.
C. Software Restrictions.You agree not to use the Subscription Services or Website to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Subscribers, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Website or Subscription Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Website or Subscription Services, other computer systems or networks connected to or used together with the Website or Subscription Services, through password mining or other means; (f) harass or interfere with another Subscriber's use and enjoyment of the Website or Subscription Services; (g) introduce software or automated agents or scripts to the Website or Subscription Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Website; (h) engage in or use any data mining, robots, scraping or similar data gathering or extraction methods; (i) using or attempting to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code," or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Subscription Services or the Website, any data or content found on or accessed through the Subscription Services or the Website; (j) use any bots, cheats, macros, scripts, or run Maillist, Listserv, or any form of auto-responder, or use any other automated process, or engage in meta-searching or periodic caching of information; or (k) you may not reproduce, modify, adapt, translate, edit, upload to, transmit, store, further post, mirror, frame, "deep link," "scrape," data mine, prepare derivative works from, sell or distribute or publicly display, perform or telecommunicate the Subscription Services or Website.
For any violation of this provision, in addition to any injunctive relief, you agree to pay to us as liquidated damages, $25,000 per instance of unauthorized conduct that includes: (a) copying, aggregating, displaying, distributing, or creating derivative use of the Website or Subscription Services or any content posted on the Website or Subscription Services (including, but not limited to, by means of spiders, robots, crawlers, scrapers, framing, iframes, or RSS feeds); (b) access to or use of the Website or Subscription Services to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute, or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, and mechanical or personal service) that enables or provides access to, use of, operation of, or interoperation with the Website or Subscription Services (including, without limitation, to access content, respond to content, transmit content, create accounts, use accounts, circumvent security measures, or flag content); or (c) decompiling, disassembling, or reverse engineering all or any part of the Website or Subscription Services in order to identify, acquire, copy, or emulate any source code or object code.
Furthermore, you agree that the amounts of liquidated damages described herein are reasonable estimates of our damages for such violations, and that liquidated damages for violations of this provision are and will be cumulative.
8. TERMINATION RIGHTS
Nexus Portal retains the right to suspend or terminate any Account at any time. Nexus 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); (b) 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 Portal decides. Nexus 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 Portal's decision, your Account and right to access or use the Subscription Services will terminate immediately.
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" AND "AS AVAILABLE" BASIS, AND NEXUS 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 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 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 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 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 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 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 ONE THOUSAND DOLLARS ($1,000.00).
NEXUS PORTAL AND THE SUBSCRIBER FURTHER HEREBY ACKNOWLEDGE THAT NEXUS PORTAL RETAINS NO CONTROL OF ANY PART OF THE DELIVERY OF THE VEHICLE UNDER THESE TERMS; THAT NEXUS 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 PORTAL TAKES NO ACTIVE ROLE IN ENSURING SAFETY IN RELATION TO THE DELIVERY OF THE VEHICLE, AND NEXUS 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.
11. INDEMNIFICATION
Subscriber agrees to defend, indemnify, and hold harmless Nexus Portal, its affiliates, as well as its directors, officers, employees, agents and representatives (collectively, the "Indemnified Parties"), from and against all losses, liabilities, damages, claims, judgments, fines, penalties, interest, costs or expenses, including reasonable attorney's fees, arising out of or related to the provision of the Subscription Services, access to the Website, or the breach of this Agreement by Subscriber, including Indemnified Claims for or related to personal injury (including death) or property damage.
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 Portal and Nexus Portal is not responsible for any Third-Party Sites. Nexus 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 Florida, 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. EXCLUSIVE VENUE
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Nexus 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.
15. DISPUTE RESOLUTION
A. Arbitration Agreement. Please read the following arbitration agreement in this Section 15 ("Arbitration Agreement") carefully. It requires you to arbitrate most disputes with Nexus Portal and limits the manner in which you can seek relief from Nexus Portal.
B. Applicability of Arbitration Agreement. You agree that any dispute between you and Nexus Portal relating in any way to the Subscription Services, the Website, or this Agreement, will be resolved by binding arbitration, rather than in court, subject to the following: Nexus Portal reserves the right in Nexus Portal's sole discretion to pursue any remedy or action against Subscriber in the state courts located in Cook County, Illinois or federal courts located in the Northern District of Illinois. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
C. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to help@nexusdealerportal.com , Attn: Disputes. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS' most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The arbitration shall be conducted over video, unless both parties agree to conduct it in person in Chicago, Illinois, or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
D. Authority of Arbitrator. Without limiting the scope of this Section 15, the arbitrator shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Nexus Portal. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum's rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Nexus Portal.
E. Waiver of Jury Trial. YOU AND NEXUS PORTAL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (EXCEPT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Nexus Portal are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16(B) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
F. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS BY OR AGAINST ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF OR AGAINST ANY OTHER USER OR PERSON. If a decision is issued stating that applicable law precludes enforcement of any of this Section 16(F)'s limitations as to a given claim for relief, then the applicable claim, and only that applicable claim, must be severed from the arbitration and brought into the state or federal courts located in Illinois in accordance with Section 14. All other claims shall be arbitrated.
G. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely email to help@nexusdealerportal.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with Nexus Portal.
16. 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.
17. NO AGENCY
Subscriber shall be deemed not to be an independent contractor, agent, joint venturer or representative of Nexus Portal, and Subscriber may not create any obligations or responsibilities on behalf of or in the name of Nexus Portal.
18. NO ASSIGNMENT
You may not sell, transfer, assign, pledge or hypothecate your rights, interests, or obligations under these Terms.
19. CONSTRUCTION
Subscriber and Nexus 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.
20. 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.
21. WAIVERS
No delay or omission on the part of Nexus 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 Portal in order to be enforceable.
22. SECTION HEADINGS
Section headings are for descriptive purposes only and shall not control or alter the meaning of these Terms.
23. 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 Portal has relied upon any representations or statements made by the other party which are not specifically set forth in these Terms.
24. SURVIVAL OF CERTAIN PROVISIONS
The warranties and the indemnification obligations set forth in the Agreement shall survive the termination of the Agreement by either Nexus Portal or Subscriber for any reason.