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| Welcome to DealerSuite.com, powered by ADP Inc. ("ADP"). These terms and conditions of use govern your use of this Website. Any user of this Website ("you" or "your") must accept these terms and conditions without change. By accessing this Website and the services offered through it, you are indicating your acceptance of these terms and conditions and all related policies and guidelines (together "Terms"). These Terms are subject to change by ADP at any time in its sole discretion. Any changes will be effective upon the posting of the revisions of the Website. Your use of the Website will be subject to the most current version of the Terms posted. Please consult these Terms regularly. If you do not agree to these Terms (or any updates), please immediately discontinue your use of the Website. Please note that any on-line activity or transaction on this Website are restricted to individuals who are the age of majority in their province of residence. |
- Access to this Website.
To access this Web site or any of the available information, service, products and other resources available through it (together “Resources”) you may be asked to provide certain registration details or other information. All information you provide to this Web site must be correct, current and complete. ADP may refuse you access to this Web site and any of its Resources or suspend or terminate your account for any reason at its sole discretion, including where ADP believes you have violated these Terms. You agree that ADP shall not be liable to you or to any other person as a result of such suspension or termination. You agree to be responsible for: (a) maintaining the confidentiality of any passwords/account identifiers, and (b) all activities that occur under such password or account.
- Restrictions on use.
The Resources available through the Website is the property of ADP, it’s affiliates, partners, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Information received through the DealerSuite.com Website may be displayed, reformatted, and printed for your internal non-commercial business use only. No information, materials, images, or data contained herein may otherwise be reproduced, except in compliance with applicable copyright laws. You may not use the Website or any of its Resources for any other purposes, including any commercial purposes without ADP’s express prior written consent. In addition you may not hyperlink or frame this Website without the prior written consent of ADP.
You agree that you will not, in any way, modify, move, add to, delete or otherwise tamper with the information contained in the DealerSuite.com Website, nor will you de-compile, reverse engineer, disassemble or unlawfully use or reduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the DealerSuite.com Website.
- Sale of Goods.
(a) In addition to these Terms, you acknowledge that any and all purchase and sale of goods of the products identified on this Website shall be governed by certain Terms and Conditions of Sale, available for your review at any time. You agree that the products are subject to specific product warranties and other than as described in such product warranties, ADP assumes no responsibility for the quality, or completeness of any products. You acknowledge that use of any products and Resources available through this Website is at your own risk.
(b) ADP does not warrant that any descriptions of the products, proposed delivery timetables, pricing and other information regarding the products is accurate, complete or current. The description and pricing of the products is subject to change at any time. While ADP uses commercially reasonable efforts to ensure that products are in stock and available for delivery, unexpected demand or events may lead to delays in shipment and all products are subject to availability.
- Third Party information and Hyperlinks.
Although ADP monitors the information in the DealerSuite.com Website, some of the information is supplied by independent third parties. While ADP makes every effort to insure the accuracy of all information at the DealerSuite.com Website, ADP makes no warranty as to the accuracy of any such information.
The DealerSuite.com Website contains links that will let you access other Website's. These sites are not under the control of DealerSuite.com or ADP The links are only provided as a convenience and ADP does not endorse any of these sites. ADP assumes no responsibility or liability for any material that may reside in any other Website accessed through DealerSuite.com or another of ADP's Website's, nor does ADP make any representation regarding the quality of any product or service contained at any such site.
- Personal Information.
Personal Information collected through the DealerSuite.com Website is used and disclosed in accordance with the terms of our Privacy Policy, which is incorporated into these Terms.
- Trade-mark.
ADP Inc. assumes no liability for the use by any party of any information
provided by the User in using the DealerSuite.com Web site or any other
of ADP's Web sites.
- Copyright.
The Resources at this Website are copyrighted and any unauthorized use of any Resources may violate copyright, trademark, and other laws. If you breach any of these Terms, your authorization to use this Website or the services automatically terminates and you must immediately destroy any downloaded or printed materials.
- Indemnification.
You shall indemnify and forever save harmless ADP, its partners, affiliates and suppliers and each of their respective directors, officers, employees, consultants, agents and suppliers from and against any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities, (including legal fees) which may be incurred by reason of or in connection with your use of this Website, from your breach of any Terms herein, or from any such acts arising through your use of any Resources provided through this Website.
- Disclaimer of Warranty
(a) Information, products and services provided on as-is basis
You acknowledge that you are using this Website, including any products or services purchased here at your own risk. ADP and its suppliers do not guarantee error-free or un-interrupted operations of its Website or Services. Subject to specific product warranties, the Resources provided at this Website are provided "as is". Subject to the product warranties, ADP expressly disclaims all representations, warranties, guarantees or conditions of any kind (either express or implied), including warranties of merchantable quality, fitness for a particular purpose, or non-infringement of intellectual property, or those arising out of a course of dealing or usage of trade for the Website and the products. Applicable law may not allow the exclusion of implied warranties, so some of the above exclusion may not apply to you.
(b) Information updates and technology access
ADP and its suppliers do not warrant the accuracy and completeness of the information available on or through this Website. The information on this Website may be out of date, and ADP makes no commitment it. ADP periodically adds, changes, improves or updates the information on this Website without notice. Information published on this Website may refer to products, programs or services that are not available in your jurisdiction. You understand that ADP cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. ADP does not represent or warrant that its Website or email sent from the Website are free from viruses or other harmful components.
- Limitation of Liability.
You agree that in no event will ADP, its partners, affiliates and suppliers each of their respective directors, officers, employees, consultants, agents and suppliers be liable to you for any direct, indirect, special, consequential or punitive damages (including, without limitation, those damages resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, reliance, or the results of use of this Website (including the services, products or information contained on this Website and/or other linked Website's), or any activity or electronic transactions made through this Website, whether based on warranty, contract, tort or any other legal theory and whether or not ADP is advised of the possibility of such damages.
- Applicable Laws
These Terms of Use shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from these Terms. The courts of the Province of Ontario shall have exclusive jurisdiction over all disputes. The parties agree that jurisdiction and venue in such courts is appropriate and irrevocably attorney to the jurisdiction of such courts. Sections 1-16 will survive termination of these Terms.
- Serviceability.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties´ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
- Entire Agreement.
These Terms constitute the complete and entire agreement between the parties and supersede any prior agreement, whether written or oral.
- No Waiver.
ADP will not be considered to have waived any of its rights or remedies described in these Terms unless the waiver is in writing and signed by ADP No delay or omission by ADP in exercising its rights or remedies will impair or be construed as a waiver of its right to enforce such rights at any time.
- Language.
You agree that English will be the language of this Website and all transactions occurring in connection with the Website, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms have been drawn up in English. C’est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s’y rattachent soient rédigés en anglais.
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