TERMS AND CONDITIONS :

IMPORTANT – READ CAREFULLY: This Automotive Titling Corporation Service Agreement (“Agreement”) is a legal contract between you (either an individual or a single business entity, hereinafter referred to as a “User”) and Automotive Titling of Colorado, Inc.  (“Service Provider”), relating to the access and use of Service Provider’s automotive titling service (the “Service”).

BY CLICKING THE “ACCEPT” BUTTON BELOW, OR BY INSTALLING OR OTHERWISE USING THE SERVICE, USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS SERVICE PROVIDER’S WEB SITE OR USE THE SERVICE..

ARTICLE I.  SERVICE TERMS

1.1     Upon acceptance of the terms of this Agreement and payment of the subscription fees, ATC hereby grants to User a limited, non-transferable, non-exclusive right to access the Service Providers web site and use the Service.  Each User must secure a login name and password to access http://www.autotitling.com.   All rights not expressly granted to User herein are reserved by ATC.

1.2        Service.

1.2.1     As it pertains to the registration and titling of a motor vehicle, access and use of the Service through Service Provider’s web site provides an accurate estimate by State of registration and title fees and applicable State, local, reciprocal and property taxes (the “Estimate”) along with a downloadable and printable copies of the Estimate.

1.2.2     Service Provider updates the Service based on State laws and information pertaining to tax liabilities and registration fees to provide accurate, current and reliable information; however, due to the complexity and modification of State laws, User recognizes the possibility of obtaining erroneous, inaccurate or out-of-date data, which may be used in the calculation tax liabilities and fees in providing the Service.  The Service calculates an estimate of tax liabilities and fees based on the information entered by the User.

1.2.3     The estimated tax liabilities, may require User to collect reasonable additional taxes or fees in addition to the Estimate calculated by the Service to comply with changes in state, county, municipality, city township, districts or any other governing agency’s charges, duties, taxes or any fee required to register and/or title a motor vehicle in the jurisdiction.

1.2.4     Service Provider shall not be liable for any additional taxes or fees in addition to the Estimate tax or any rate or fee rate changes or inaccurate information obtained from State government agencies, government publications or any other publication or due to inaccurate information entered by the User used in providing the Service.

1.2.5     Service Provider will work directly with the User to answer all inquiries specific to the use of the Service.  User is responsible for and will manage all customer inquiries pertaining to the Service or Estimate.

1.2.6  Termination of Service.  Without prejudice to any other rights, Service Provider reserves the right to cancel User’s subscription at any time subject to thirty (30) days prior written notice.  In the event of termination, the annual subscription fee will be prorated over the time remaining in the subscription period and a refund shall be provided to the User.

1.2        User may:

1.2.1     Secure a User login name and password to access http://www.autotitling.com.

1.2.2     Access and use the Service 24 hours a day seven days a week to obtain the data and information the Service was designed to provide in accordance with the type and level of subscription obtained by User and only to facilitate the title and registration of vehicles sold by User.

1.2.2     Mark up the cost of this Service charged to customers for whom the data is obtained and provided.

1.3     User may not:

1.3.1     Access and use the Service if you are not an authorized subscriber.

1.3.2     Use the Service in any manner that exceeds the scope of the subscription obtained by User.

1.3.3     Loan, rent, lease, give, sublicense, distribute, transmit or otherwise transfer or allow use of the Service or resell the data received by use of the Service, in whole or in part, by or to any other business entity or person, except by separate written agreement with Service Provider.

1.3.4     Copy or translate the User documentation included with the Service, without Service Provider’s prior written consent.

1.3.5    Copy, alter, translate, decompile, disassemble or reverse engineer the software and other operating information which implements the Service (“Software”), including without limitation, modifying the Software to make it operate on non-compatible hardware or for any other reason, except to the limited extent provided by law or as expressly granted by Service Provider under a separate written agreement.

1.3.6     Remove, alter or cause not to be displayed any copyright or trademark notices, user agreements, or startup messages contained in Service Providers web site.

1.3.7     Download, transmit, or otherwise export or re-export any of  the data received by use of the Service in violation of United States or other applicable laws or regulations.

ARTICLE  II.  OWNERSHIP.

User hereby acknowledges that ATC is the owner of all functionality, graphics, and data appearing on Service Provider’s website or produced by the Service Provider’s Software.

User hereby acknowledges that Service Provider is the owner of, and hereby reserves, all Proprietary Rights in the Software, including, without limitation, any and all copyright, trademark and other proprietary rights arising under United States law and international conventions.

The Service Provider retains ownership of all data entered into the Service or required to complete a transaction, create an account or communicate with a User.

ARTICLE III.  DISCLAIMER OF WARRANTIES

THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE SERVICE, DOCUMENTATION AND OTHER FILES ON SERVICE PROVIDER’S WEB SITE ARE PROVIDED “AS IS.”

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to User.  This warranty gives User specific legal rights, and User may also have other legal rights, which vary from jurisdiction to jurisdiction.

ARTICLE IV.  LIMITATION OF LIABILITY

IN NO EVENT WILL SERVICE PROVIDER, ITS EMPLOYEES, OFFICERS OR AGENCIES BE LIABLE TO USER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THE USE OF OR INABILITY TO USE THE SERVICE OR FROM ANY BREACH OF WARRANTY, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL SERVICE PROVIDERS TOTAL LIABILITY EXCEED THE AMOUNT USER PAID IN SUBSCRIPTION FEES FOR THE RIGHT TO USE THE SERVICE DURING THE PRECEDING CALENDAR YEAR.

ARTICLE V. ADDITIONAL PROVISIONS

5.1     Choice of Law. This Agreement shall be construed, interpreted, and enforced pursuant to the laws of Colorado, and the parties hereto submit and consent to jurisdiction and venue in Denver County, Colorado, except to the extent preempted by federal jurisdiction in which case such jurisdiction shall be in the Federal courts of Colorado. Notwithstanding the preceding sentence, nothing contained in this Agreement shall preclude Service Provider from bringing an action in any appropriate forum to enforce the terms and provisions of this Agreement or any award or judgement thereon. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

5.2  Attorneys’ Fees.  Upon resolution of any claim or controversy arising under this Agreement, the prevailing party may be awarded its reasonable attorney’s fees and costs in addition to any other amount awarded.

5.3  Independent Business. User acknowledges that its business operation is completely independent of the Service Provider and User shall at no time hold itself out as agents or representatives of the Service Provider.  No partnership, joint venture, or other relationship shall be deemed to exist by virtue of this Agreement.

5.4       No Modification or Waiver. The terms of this Agreement shall not be modified except by an agreement in writing signed by the parties hereto.  No waiver by either party of a breach or default hereunder shall be deemed a waiver by such party of a subsequent breach or default of a like or similar nature.

5.5       Independent Terms. All the terms of this License Agreement shall be independent and unconditional so that the performance of any one term shall not be subject to any set off or counterclaim.

5.6       Severability.   In the event any clause or term of this License Agreement is determined to be void, invalid, or unenforceable, the clause shall be stricken to the extent necessary in order to overcome the limitation and as revised this License Agreement shall remain in full force and effect.

5.7  Merger.  This License Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior and contemporaneous communications, representations, agreements, understandings, negotiations and discussions, written or oral, of the parties, relating to the subject matter hereof.

END.