NADA.com b2b License Agreement


If accepted, this AGREEMENT grants to LICENSEE a license to access J.D. Power and Associates (“JDPA”) vehicle valuation information from the business-to-business section of the nada.com b2b website, subject to the terms and conditions stated herein.
  
CAREFULLY READ THIS AGREEMENT BEFORE INDICATING YOUR ACCEPTANCE.  
CLICKING “AGREED AND ACCEPTED” INDICATES THAT YOU, YOUR COMPANY, BUSINESS, OR ORGANIZATION, AGREES TO BE BOUND AS LICENSEE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT. 

1.  DEFINITIONS.

As used in this AGREEMENT:

1.1.    “LICENSEE” means you, your company, business, or organization, as entered on the nada.com b2b customer registration page.

1.2.    “CUSTOMIZED PRODUCTS” means the data categories and valuation block sizes LICENSEE selects as specified in LICENSEE’s final nada.com b2b shopping cart at the time of check out, and the total price stated in the shopping cart for those selections.  The CUSTOMIZED PRODUCTS are incorporated into and made a part of this AGREEMENT.

1.3.    “LICENSED DATA” means copyrighted vehicle valuation data and other data owned by J.D. Power and Associates (“JDPA”), including proprietary data supplied by third parties, that JDPA makes available to LICENSEE through the nada.com b2b website, as specified within the CUSTOMIZED PRODUCTS.
 
2.    LICENSE.

2.1.    Authorized Use.  JDPA grants to LICENSEE a non-exclusive, non-transferable license in the fifty (50) states of the United States of America to receive the LICENSED DATA from the nada.com b2b website, and to use in the fifty (50) states of the United States of America this data for LICENSEE's own internal purposes in LICENSEE's regular business, in accordance with all terms and conditions of this AGREEMENT.

2.2.    Restrictions.  LICENSEE must not:

a.    extract, scrape, transfer, store, or cause or allow anyone else to extract, scrape, transfer, or store LICENSED DATA or data derived from LICENSED DATA, electronically or otherwise; provided that, LICENSEE may print copies of reports generated by LICENSED DATA product;
b.    share, sell, rent, lease, sublicense, or otherwise supply access to LICENSED DATA or the LICENSED DATA login or any LICENSED DATA to any other party who is not authorized by this AGREEMENT to use the LICENSED DATA;
c.    market, resell, sublicense, publish, distribute, or otherwise disseminate the LICENSED DATA, or use the LICENSED DATA in the operation of a service bureau;
d.    work around, deactivate, disable, or make unworkable, any of the technical or other limitations placed into the LICENSED DATA;
e.    modify, delete, or obscure any copyright notices or labels on or in LICENSED DATA;
f.    brand the LICENSED DATA, including any data taken or derived from LICENSED DATA, as your own or declare your own copyright on LICENSED DATA;
g.    reverse engineer, disassemble, or create derivative works based on the LICENSED DATA;
h.    imply that LICENSED DATA endorses your own work or use any LICENSED DATA or other titles, trademarks, labels, or logos owned or licensed by JDPA in your own titles, products names, service names, or domain names;
i.    integrate LICENSED DATA within another application without the express written permission of JDPA, or incorporate LICENSED DATA as a window within another application.

3.    TERM.

The TERM of this AGREEMENT begins on the date JDPA receives full payment from LICENSEE of the total amount due as specified for the CUSTOMIZED PRODUCTS.  The TERM will continue for a period of one year, or until LICENSEE exhausts its block(s) of valuations as specified in the CUSTOMIZED PRODUCTS, whichever occurs first.

4.    ACCESS TO LICENSED DATA.

After LICENSEE has accepted this AGREEMENT and JDPA has received payment in full from LICENSEE of the amount specified for the CUSTOMIZED PRODUCTS, LICENSEE and its authorized users will have access, via the nada.com b2b website, to the LICENSED DATA as specified in the CUSTOMIZED PRODUCTS.

5.    LIMITED WARRANTY.

5.1.    JDPA warrants that the LICENSED DATA is as current and complete as may be achieved using the source data and editorial methods normally employed by JDPA and the National Appraisal Guides Company in the ordinary course of their businesses of preparing vehicle values.

5.2.    EXCEPT AS SPECIFICALLY PROVIDED IN SUBPARAGRAPH 5.1, J.D. POWER AND ASSOCIATES AND ITS LICENSORS PROVIDE THE LICENSED PRODUCT AS IS AND HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE LICENSED DATA OR THE RESULTS TO BE OBTAINED FROM THE USE THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
 


6.    LICENSEE WARRANTY.

LICENSEE warrants that the person accepting this AGREEMENT has authority to bind LICENSEE to all terms and conditions of this AGREEMENT.

7.    TRADEMARKS.

Nothing in this AGREEMENT shall give LICENSEE any interest or license in any trademark, logo or trade name owned or licensed by JDPA or any other party providing, displaying, or licensing data under this AGREEMENT (“TRADEMARKS”)..  LICENSEE agrees to refrain from using any TRADEMARKS without the express written approval of JDPA.

8.    LIMITATION OF LIABILITY; INDEMNITY.

8.1.    J.D. Power and Associates shall have no liability to Licensee for any damages resulting from any interruptions, delays, inadequacies, viruses, errors or omissions relating to the Licensed Products or from the loss of LICENSEE data or otherwise.  IN NO EVENT SHALL J.D. POWER AND ASSOCIATES HAVE ANY LIABILITY, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, FOR LOST PROFITS OR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF J.D. POWER AND ASSOCIATES, EVEN IF J.D. POWER AND ASSOCIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING THE FOREGOING, J.D. POWER AND ASSOCIATES’ MAXIMUM LIABILITY TO LICENSEE FOR ANY DAMAGES WITH RESPECT TO THE LICENSED PRODUCTS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE TOTAL FEES PAID BY LICENSEE TO J.D. POWER AND ASSOCIATES UNDER THE INVOICE FOR THE LICENSED PRODUCTS.

8.2.    LICENSEE agrees to indemnify JDPA against any claim, liability, damages, cost or expense arising from or relating to LICENSEE’S use of the LICENSED DATA.

9.    PAYMENT.

LICENSEE agrees to pay to JDPA the full amount due as specified for the CUSTOMIZED PRODUCTS within thirty (30) days of LICENSEE'S acceptance of the terms of this AGREEMENT. LICENSEE agrees and understands that it will not be allowed access to LICENSED DATA until JDPA receives payment in full. LICENSEE further agrees and understands that no refunds will be given following license activation.

10.    GOVERNING LAW.

This AGREEMENT is construed and governed in accordance with the laws of the State of California, without regard to the conflicts of law rules of such state.  Any dispute that arises under or relates to this AGREEMENT (whether in contract, tort or both) commenced by either party shall be resolved in state or federal court in Ventura County, California, and the parties expressly waive any right they may otherwise have to cause any such action or preceding to be brought or tried elsewhere.
 
11.    INTEGRATION AND SEVERANCE.
    
This AGREEMENT with its exhibits is the complete and exclusive agreement of the parties and supersedes all other communications, oral or written, between the parties relating to the AGREEMENT’S subject matter.  Any change to this AGREEMENT shall not be valid unless it is in writing and signed by both parties.  The terms of any purchase order or other document issued by LICENSEE in conjunction with this AGREEMENT shall be of no effect and shall not in any way extend or amend the terms and conditions of this AGREEMENT unless those terms are expressly accepted in writing by both parties. A determination that any provision of this AGREEMENT is invalid, illegal or unenforceable shall not affect the enforceability of any other provision.  LICENSEE and JDPA agree that each is an independent contractor of the other and neither shall represent to any third party that it is the agent or representative of the other.  The waiver or failure of either party to exercise in any respect any right provided for in this AGREEMENT shall not be deemed a waiver of any further right under this AGREEMENT.

Clicking “Agreed and Accepted” indicates LICENSEE'S assent to be legally bound by all terms and conditions of this AGREEMENT.