Terms and Conditions
By accessing and using this website and any of its pages, you accept and agree to be bound by the Terms of Service set forth below.
ACCEPTANCE OF TERMS
KarFarm, Inc. (“KarFarm”, “we”, “us”, or “our”) provides users with an online automotive information and communications platform, as well as related services that can be accessed from or through this website (collectively, “Services”). Please carefully read these Terms of Service before using the Services. By accessing or using the Services, including this website, you accept and agree to be bound by these Terms of Service (“Terms of Service”) and all applicable laws, rules, and regulations associated with your use of the Services. If you do not agree to the Terms of Service, you are not authorized to use this website or the Services. These Terms of Service also apply to any co-branded or framed version of this website.
Your use of certain materials and features of this website and/or the Services may be subject to additional terms and conditions which are incorporated herein by reference and become part of the Terms of Service. By using those materials and features, you also agree to be bound by such additional terms and conditions. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to the Terms of Service.
This website is controlled and operated by KarFarm from its offices within the United States. KarFarm makes no representation that information or materials available on this website are appropriate or available for use in other locations, and access to this website from territories where its contents are illegal is prohibited. Those who choose to access this website from other locations do so at their own initiative and are responsible for compliance with applicable local laws.
You are authorized by KarFarm to access and use the Services, including the information on this website, solely for your personal, non-commercial use. The information and materials displayed on this website may not otherwise be copied, transmitted, displayed, distributed, downloaded, licensed, modified, published, posted, reproduced, used, sold, transmitted, used to create a derivative work, or otherwise used for commercial or public purposes without KarFarm’s express prior written consent. Any use of data mining, robots or similar data gathering or extraction tools or processes in connection with this website, and any reproduction or circumvention of the navigational structure or presentation of this website or its content, is strictly prohibited. You agree not to use the Services, including this website, for any unlawful purpose.In order to access certain features of this website you may be required to register. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password or account. You agree to immediately notify KarFarm in writing of any unauthorized use of your password or account or any other breach of security, and ensure that you exit from your account at the end of each session. KarFarm is not liable for any loss or damage arising from your failure to comply with this section. You agree not to modify the Services or use modified versions of the Services (except if modified by KarFarm), including for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by KarFarm for use in accessing the Services.
All information provided on this website is for informational purposes only. Information displayed through the Services related to any virtual vehicle you may configure, such as dealer cost, factory invoice, market average, MSRP, Target Price, Estimated Price, or Estimated Savings, either reflects or is based on KarFarm’s analysis of market data and does not reflect a dealer’s price for a vehicle consistent with your preferences. Any savings information that you may receive from a selling dealer or user, such as Estimated Member Savings, KarFarm Price Estimate, and Member Savings, is provided directly to you by the selling dealer or user, and is not provided by KarFarm. Neither the accuracy of information provided on this website by selling dealers and users, nor the availability, quality, or safety of vehicles, is guaranteed or controlled by KarFarm, and KarFarm assumes no responsibility for the foregoing. You agree that any reliance on the information on this website is at your own risk. Any discrepancies or mistakes made regarding vehicle availability, condition, pricing, and the like are not the responsibility of KarFarm and should be directed to the dealer. You are encouraged to thoroughly review any documents you are asked to sign at the time of purchase or lease of a vehicle or of other products or services. We do invite you to bring to our attention any material on our website that you believe to be inaccurate; please forward a copy of such material and your reasons for your believe to feedback@KarFarm.com. By using the Services, you acknowledge and agree that participating dealers may not have in inventory a new vehicle that exactly matches any virtual vehicle you may configure on the website, and certain models or configurations may not be available. Your dealer will confirm vehicle availability, including available options and colors, from actual inventory. Each dealer sets and controls its own pricing. You may negotiate the purchase price directly with the dealer, and KarFarm plays no role in that negotiation. The savings information communicated directly to you by a selling dealer for a vehicle consistent with the preferences expressed in any virtual vehicle you may configure may change if the actual in-stock vehicle that you choose to buy differs from the configuration of your virtual vehicle.
For the avoidance of doubt, KarFarm is solely a research and communications platform. KarFarm is not a vehicle seller, dealer, broker or agent for vehicle sellers or dealers, nor a provider of, or broker or agent for, other automotive-related products or services offered by third parties. KarFarm receives a fee from the participating dealers or third-party service providers in connection with the Services.
NO COMMERCIAL USE OF SERVICES
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Services.
RIGHT TO DENY ACCESS AND TO MODIFY THE SERVICES
KarFarm reserves the right to deny use of, or access to, the Services to you and/or anyone for any or no reason. KarFarm also reserves the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that KarFarm shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).
You will indemnify, defend and hold harmless KarFarm and its subsidiaries, affiliates, partners, officers, directors, employees, and agents (collectively, “KarFarm Entities”) from all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with a breach of these Terms of Service, use of the Services, including any content you submit, post, transmit, modify or otherwise make available through the Services, and/or any violation of law and/or the rights of any third party. You are solely responsible for defending any Claim against a KarFarm Entity, subject to such KarFarm Entity’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against a KarFarm Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a KarFarm Entity without its prior express written consent.
DISCLAIMER OF WARRANTIES
THE SERVICES, INCLUDING ALL INFORMATION AND CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THE SERVICES, THIS WEBSITE OR ANY THIRD-PARTY WEBSITE, PRODUCT, OR SERVICE LINKED TO OR FROM THIS WEBSITE, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, AND NON-INFRINGEMENT. IN ADDITION, KarFarm DOES NOT WARRANT AGAINST DEFECTS IN ANY VEHICLE, AND DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING REPRESENTATIONS, PROMISES, OR STATEMENTS AS TO THE CONDITION, FITNESS, OR MERCHANTABILITY OF ANY VEHICLE OR SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KarFarm OR THROUGH OR LINKED FROM THE SERVICES SHALL CREATE ANY WARRANTY EXPRESS OR IMPLIED. KarFarm is not responsible for making repairs to any vehicle. If you have complaints or concerns about defects or repairs, please contact the dealer, seller, or manufacturer directly.
LIMITATION OF LIABILITY WAIVER
IN NO EVENT SHALL THE KarFarm ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, INFORMATION, AND/OR CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH THE SERVICES, INCLUDING ALL INFORMATION AND CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THIS WEBSITE OR ANY THIRD-PARTY WEBSITE, PRODUCT, OR SERVICE LINKED TO OR FROM THIS WEBSITE, OR ANY VEHICLE REFERENCED THEREIN. WITHOUT LIMITING THE FOREGOING, ANY INFORMATION AND CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION AND CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ANY SERVICE AND/OR THIS WEBSITE IS TO STOP USING THE SERVICE AND/OR WEBSITE.
YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM (WHETHER FOR INJURY, ILLNESS, DAMAGE, LIABILITY AND/OR COST) AGAINST THE KarFarm ENTITIES ARISING OUT OF YOUR USE OF OR INABILITY TO USE, OR IN CONNECTION WITH, THE SERVICES, INCLUDING ANY INFORMATION AND CONTENT ON THIS WEBSITE OR ANY THIRD-PARTY WEBSITE, PRODUCT, OR SERVICE LINKED TO OR FROM THIS WEBSITE, INCLUDING ANY CONTENT YOU PROVIDE TO THIRD PARTIES (INCLUDING PERSONALLY IDENTIFIABLE INFORMATION).
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
KarFarm may provide you with notices by email, regular mail, SMS, MMS, text message, postings on the Services/website, or other reasonable means now known or hereafter developed. You acknowledge and agree that KarFarm will have no liability associated with or arising from your failure to maintain and supply KarFarm with accurate contact information about yourself, including your failure to receive important information and updates about the Services or this website.
TRADEMARK INFORMATION AND INTELLECTUAL PROPERTY
You agree that all of KarFarm’s trademarks, trade names, service marks, logos, brand features, and product and Service names are trademarks and the property of KarFarm, and that you will not make trademark use of or otherwise misappropriate any of the foregoing without KarFarm's prior written approval in each instance.
All other trademarks that appear on any KarFarm website or in connection with the Services, including the trademarks of automobile manufacturers, are displayed for informational, identification, and reference purposes only, and are the property of their respective owners. KarFarm's identification and display of vehicles, vehicle names, vehicle specifications, and manufacturer names and logos does not imply any endorsement by, affiliation with, or sponsorship by any automobile manufacturer or seller, and KarFarm explicitly disclaims any such endorsement, affiliation, or sponsorship. Photos, including photos of vehicles that appear on KarFarm websites or in connection with the Services, are displayed pursuant to license agreements with the copyright owners of the photographs. KarFarm's display of such photos does not imply any endorsement by, affiliation with, or sponsorship by any automobile manufacturer or seller, and KarFarm explicitly disclaims any such endorsement, affiliation, or sponsorship.
You agree that the Services contain proprietary information protected by applicable intellectual property and other laws in favor of KarFarm. You further agree that content and information presented to you through the Services is protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws.
COPYRIGHT OR INTELLECTUAL PROPERTY COMPLAINTS
KarFarm respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been violated, please provide us with the following information:
a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;
a description of the copyrighted work or other intellectual property that you claim has been infringed or violated;
a description of where the material that you claim is infringing is located on our website;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Please send the foregoing information to our agent for notice of claims of copyright or other intellectual property infringement at:
Copyright Agent KarFarm, Inc. Attn: Legal Department 425 Broadway St Redwood City, CA 94063
CHOICE OF LAW; VENUE; CLASS ACTION WAIVER
The Terms of Service and the relationship between you and KarFarm are governed by the laws of the State of California without regard to its conflict/choice of law provisions, and that any and all claims, causes of action, or disputes (regardless of theory) arising out of or relating to the Terms of Service, or the relationship between you and KarFarm, shall be brought exclusively in the state or federal courts located in Los Angeles County, California. You and KarFarm waive any and all objections to the exercise of jurisdiction over the parties by such courts and venue in such courts. ANY CLAIM AGAINST ANY OF THE KarFarm ENTITIES SHALL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY PROCEEDING WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. AS SUCH, YOU AGREE THAT YOU WAIVE ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS ACTION SUIT AGAINST ANY OF THE KarFarm ENTITIES. You may not be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, including this website, or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These Terms of Service may be amended from time to time without notice in KarFarm’s sole discretion. Any changes to the Terms of Service will be effective immediately upon the posting of the revised Terms of Service on this website. The Terms of Service, including any agreements and terms incorporated by reference herein, constitute the entire agreement between you and KarFarm and govern your use of the Services, including this website, and supersede any prior version of these Terms of Service between you and KarFarm with respect to the Services. The failure of KarFarm to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to these Terms of Service. The headings in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the word “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity, and the words “will,” “shall,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. All definitions apply both to their singular and plural forms, as the context may require. Please report any violations of the Terms of Service to violations@KarFarm.com. Questions regarding these Terms of Service should be sent to legal@KarFarm.com.
These Terms of Service were last updated on Friday, September 20, 2013.
KarFarm, Inc. 425 Broadway St Redwood City, CA 94063
KARFARM TERMS OF SERVICE – DEALERS
THESE TERMS OF SERVICE ARE INCORPORATED BY REFERENCE INTO EACH KARFARM DEALER SERVICES AGREEMENT AND CONSTITUTE AN INTEGRAL PART THEREOF. THESE TERMS OF SERVICE ARE LOCATED AT http://KarFarm.com/[*] AND MAY BE AMENDED BY KARFARM FROM TIME TO TIME IN ITS SOLE DISCRETION AS PROVIDED HEREIN.
KarFarm will provide Dealer with advertising and marketing services consisting of the presentation to consumers of information about automobiles and/or Dealer (including Dealer inventory) and allowing such consumers to respond to advertisements by contacting Dealer via the Internet or by telephone in accordance with the criteria set forth in the Agreement.
KarFarm is not an automobile broker and does not negotiate or attempt to negotiate a sale or exchange of an interest in any vehicle. KarFarm does not induce or attempt to induce any person to buy or exchange an interest in a vehicle. In addition, KarFarm does not screen buyers and cannot assure Dealer that a buyer intends to purchase a car, that the buyer has the financial capability to consummate the purchase of a car, or that the buyer has fully or fairly represented any or all of their financial or trade-in information.
When Dealer provides a quotation for an automobile in response to a request from KarFarm, Dealer must be prepared to sell that vehicle at the price at which, and the terms on which, Dealer has offered it. Dealer must have possession of the actual vehicle listed and the ability to transfer title. To provide a quotation for a vehicle on KarFarm, Dealers are required to provide certain identifying and contact information. The information must accurately identify Dealer and the method of contact must permit buyers to communicate directly with Dealer once the buyer has accepted the offer.
Pay Per Referral. If Dealer selects KarFarm’s pay-per-referral plan, Dealer shall be responsible for paying KarFarm on a cost-per-referral basis as set forth in the order signed by Dealer.
Subscription. If Dealer selects KarFarm’s subscription plan, Dealer shall be responsible for paying the subscription amounts as set forth in the order signed by Dealer. If Dealer selects KarFarm’s subscription plan, Dealer acknowledges that KarFarm is not required to deliver any minimum number of referrals during any subscription period. Dealer acknowledges that certain services may not be available in connection with flat-rate subscription plans.
Invoices. KarFarm shall send a monthly invoice to Dealer detailing the payment owed to KarFarm. Dealer shall pay such invoice within 30 days of the date of the invoice.
Term and Termination. This Agreement shall commence as of the date of Dealer’s purchase order and remain in effect until terminated. KarFarm and Dealer may each terminate this Agreement with or without cause at any time.
Effects of Termination. Upon any termination of this Agreement, Dealer shall pay any outstanding payments to KarFarm within thirty (30) days of the effective date of the termination.
Survival. Sections 3, 5, 6, 7 and 8 shall survive any termination of this Agreement.
Dealer hereby grants to KarFarm and its affiliates a non-exclusive, worldwide, royalty-free right and license to use any inventory (including any images, video or other content included or associated with such Inventory), Dealer’s name, URL, trademarks, service marks and related assets (“Materials”) in connection with providing the services hereunder, including, without limitation, the right to display such Materials on KarFarm websites and other websites and the right to distribute and sublicense such Materials for use and display on other websites in connection with providing the services. In addition, Dealer further grants to KarFarm and its affiliates a non-exclusive, worldwide, royalty free right and license to use the inventory for their internal business purposes and to publish and distribute the inventory in aggregate or statistical form. Materials are accepted by KarFarm upon the representation by Dealer that all inventory is accurate and current, and Dealer has the right to publish the Materials without infringing the rights of any third party and without violating any law.
DEALER REPRESENTATIONS AND COVENANTS
Dealer represents that it is a licensed franchisee for each franchise and the holder of a valid dealer license for each state listed in the purchase order.
Dealer agrees to contact the consumer identified in any referrals within 24 hours of receipt of the referral. Dealer agrees to conduct all business with consumers in a responsible, courteous, and professional manner.
Dealer represents, warrants and covenants that in using the services and in engaging in the offer and sale of products and services to consumers, Dealer (a) will comply with all applicable laws, rules and regulations, including but not limited to advertising, privacy, and disclosure laws, (b) will not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party, (c) will not breach any duty toward or infringe any rights of any person or entity including copyright, patent, trademark or other intellectual property rights or rights of publicity or privacy, and (d) will comply with and, will not circumvent, all standards, guidelines and requirements of KarFarm with respect to the services provided hereunder. Dealer acknowledges and agrees that referrals and all KarFarm services related thereto are provided for use by Dealer solely for the purpose of responding to the vehicle inquiries contained in the Referrals and Dealer shall not, nor shall it permit others to resell, redistribute, pass-through or sublicense any Referral or the information contained therein to any third party.
Dealer agrees to indemnify and hold harmless KarFarm and its affiliates and their respective directors, officers, employees, agents and suppliers against any and all losses, liabilities, claims, awards, damages, judgments, settlements, and costs, including attorneys’ fees and expenses, arising out of or related to (i) Dealer’s breach of any representation, warranty or covenant in this Agreement, (ii) Dealer’s offer, sale, lease, servicing and/or financing of a motor vehicle through any referral, and (iii) any other act or omission by Dealer or its associates.
LIMITATIONS OF LIABILITY
THE SERVICES PROVIDED BY KARFARM HEREUNDER, INCLUDING REFERRALS, ARE PROVIDED “AS IS” AND KARFARM MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING THE SERVICES OR REFERRALS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. KARFARM’S LIABILITY HEREUNDER, IF ANY, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY DEALER FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRED. IN NO EVENT SHALL KARFARM, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT OR DEALER’S USE OF THE SERVICES, EVEN IF KARFARM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
KarFarm reserves the right to amend these Terms of Service at any time, provided that KarFarm shall notify Dealer of any such amendments in writing, and Dealer hereby consents to receipt of such written notice via email or via the posting of such amended Terms of Service at the Internet address set forth above. This Agreement does not create a joint venture, partnership, employee, agency, franchise, or representative relationship between or among KarFarm and Dealer. Dealer acknowledges that all or a portion of the referrals delivered to Dealer may originate from third party suppliers. Dealer agrees that KarFarm’s suppliers shall be direct and intended third party beneficiaries with respect to Dealer’s obligations to the extent provided in such supplier’s agreement with KarFarm. Dealer may not assign this Agreement without KarFarm’s prior written consent. This Agreement constitutes the entire agreement and supersedes any and all prior agreements between the parties with respect to the subject matter hereof and the terms of Dealer’s purchase orders or procurement documents issued in connection with this Agreement shall not serve to modify or add to these Terms of Service. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Dealer agrees that venue for any action to enforce or interpret this Agreement shall lie in the state and federal courts located in San Mateo County, California.