UltraLead Terms of Service
Last updated: July 13, 2023
INTRODUCTION
Welcome to UltraLead (“UltraLead") by Carbeeza Inc. ("Carbeeza"). UltraLead provides an enhancement service for Leads (as defined herein) for automotive dealerships (the “Service”). "Lead" refers to the information provided to an automotive dealership through a lead generation source when a consumer expresses interest in a vehicle and generally includes the consumer's name, contact information, and details about the vehicle of interest. The Service intercepts incoming Leads from a variety of sources, applies Carbeeza’s predictive AI to the Lead, generates a consumer credit profile based on the information available from the Lead source, and supplies the information to the dealership. This predicted financial information is added into the “comments” section of the ADF file containing the original Lead.
These terms of service ("Terms") govern use of the Services provided by UltraLead and are a legal agreement between you (“you” or the “Client”) and Carbeeza. By using the Service or accessing the website, or accepting or using any other products or services offered by Carbeeza or UltraLead, you represent that you have read and understand these Terms and that you agree to be bound by the terms and conditions herein contained. If you do not accept any such terms or conditions, you are not permitted to, and you agree that you shall not, use the Services.
USE OF THE SERVICE
You agree to use the Service only for its intended purposes and in compliance with all applicable laws and regulations. You may use the Service to intercept consumers who have expressed interest in a vehicle in your inventory and to obtain financial insights related to that Lead. You may not use the Service to:
violate any laws or regulations;
infringe on anyone's intellectual property rights;
harass, threaten, or intimidate anyone;
use the Service for any purpose other than gaining insight into a consumer’s financial position who has expressed interest in a vehicle for sale in your inventory; or
interfere with the proper functioning of the Service.
You are solely responsible for the Leads intercepted using the Service. Carbeeza is not responsible for the accuracy or quality of any Leads intercepted using the Service.
SETUP AND ACCESS
In order to access the Service, you must complete the setup process as instructed by Carbeeza, which may include providing certain information and authorizations as well as configuring any necessary integrations. Carbeeza will make reasonable efforts to assist you in completing the setup process but is not responsible for any delays or issues arising from your failure to complete the setup process in a timely or accurate manner. You acknowledge and agree that Carbeeza may restrict or suspend access to the Service until the setup process is complete.
ACCURACY AND LIMITATION OF PREDICTIVE FINANCIAL INSIGHTS
You understand and acknowledge that the financial insights provided by the Service are based on the information supplied by the consumer and are predictive in nature. The Service does not check the consumer's actual credit score or the accuracy of any other information provided by the consumer or Lead source. The accuracy of the financial insights provided is not guaranteed. You agree that the insights provided by the Service are for informational purposes only and are not intended to be relied upon as the sole basis for making any credit or financial decisions. You acknowledge that the Service is not a substitute for a professional credit analysis and that any decisions based on the insights provided by the Service should be made in conjunction with your own credit analysis and professional advice.
PAYMENT
The Service is available on a subscription basis. You agree to pay the fees associated with your subscription in accordance with the pricing plan you have selected. In the event of a price increase, you will be given 30 days' notice and will be allowed to cancel your subscription to the Service with no penalties. All fees are non-refundable.
If payment is not received when due, you will continue to receive Leads from lead generation sources to your UltraLead account for a period of 30 days following the payment due date, but the Leads will not be enhanced by UltraLead within such 30 day period (the "Grace Period"). In the event that payment is not received by the end of the Grace Period, Carbeeza may suspend or terminate your UltraLead account, in which case no further Leads will be provided to you through the Service. You are solely responsible for updating your contact information with lead generation sources if you wish to receive Leads from these sources after your UltraLead account has been suspended or terminated.
TESTING AND ANALYSIS
By using the Service, you grant Carbeeza permission to retain copies of the incoming Leads for the purpose of testing and analyzing the Service's performance. Carbeeza will use this information solely for internal purposes and will not sell or share it with any third party. Carbeeza will not contact the consumers from the Leads, and the information will not be used outside of Carbeeza for any purpose other than testing and analyzing the Service. You acknowledge and agree that Carbeeza may retain this information for the purpose of ongoing testing and analysis, even after the termination of these Terms. Carbeeza will take reasonable measures to protect the confidentiality of Lead information in accordance with industry standards.
If you do not want Carbeeza to retain copies of your incoming Leads for the purpose of testing and analyzing the Service's performance, you can opt-out at any time by sending an email stating your request to Carbeeza at support@carbeeza.com.
INTELLECTUAL PROPERTY
The Services, including all intellectual property and other rights, title, and interest therein, including copyrights, trade secrets, rights in patents, compilations, inventions, modifications, updates, extensions, enhancements, configurations, derivative works, discoveries, improvements, processes, methods, designs, know-how and underlying ideas and concepts, whether or not copyrightable or patentable, are owned by Carbeeza, its affiliates and/or their respective licensors, and are protected by applicable intellectual property laws of Canada and other countries. Except for the rights expressly granted to you by these Terms or another written agreement between Carbeeza and you with respect to the Services, all rights in the Services and any proprietary rights thereto, are and shall remain solely owned by Carbeeza and its respective licensors. Carbeeza reserves all rights not expressly granted to you under these Terms.
CONFIDENTIALITY
Carbeeza will treat all non-public information related to your use of the Service as confidential, subject to Carbeeza's privacy policy.
TERMINATION
You acknowledge that Carbeeza may terminate your account at any time for any reason, with or without notice. If your account is terminated, your access to the Service will be immediately revoked.
DISCLAIMER OF LIABILITY
The Service is provided "as is" and without warranty of any kind. Carbeeza makes no guarantees about the functionality or performance of the Service. Without limiting the generality of the foregoing, Carbeeza makes no warranty that: (a) the Service will meet your requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from use of or reliance on the Service will be effective, accurate, or reliable; or (d) the quality of the Service will meet your expectations or be free from mistakes, errors, or defects.
Your use of the Service is solely at your own discretion and risk, and you agree that you will be solely responsible for any damages, loss, or harm resulting therefrom, including to any computer system or loss of data and any other damage or harm that results from any such activities.
LIMITATION OF LIABILITY
In no event shall Carbeeza, its affiliates, or their respective officers, directors, employees, or agents (collectively, the "Carebeeza Parties") be liable to you for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind including, but not limited to, damages for loss of profits, revenue, data, or use, incurred by you or any third party, whether in an action in contract, tort (including negligence), or otherwise, arising out of or in connection with the use of, or inability to use, the Service, regardless of whether or not the Carbeeza Parties have been advised of the possibility of such damages, and you irrevocably release the Carbeeza Parties, and each of them, from any and all such losses or damages that you may suffer or incur.
The liability of the Carbeeza Parties, and each of them, and your exclusive remedy, regardless of the theory of liability, for any and all losses arising out of these Terms and your use of the Service shall be limited to the amount paid by you to Carbeeza for the Service during the six (6) month period preceding the event giving rise to the claim.
You acknowledge and agree that the limitations of liability set forth in this section are fundamental elements of the basis of the agreement between you and Carbeeza, and that Carbeeza would not be able to provide the Service on an economic basis without such limitations.
Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the Client. In such jurisdictions, the liability of the Carbeeza Parties shall be limited to the greatest extent permitted by law.
INDEMNIFICATION
You agree to indemnify and hold harmless the Carbeeza Parties, and each of them, from any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees and costs) that arise from or are related to your use of the Service, including but not limited to:
any violation of these Terms;
any violation of applicable laws or regulations;
any infringement of any third-party intellectual property rights;
any breach of any obligation of confidentiality or privacy;
any negligence or willful misconduct;
any unauthorized use or modification of the Service;
any misrepresentation or omission of any information; or
any claim by any third party related to your use of the Service.
The Carbeeza Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with the Carbeeza Parties in asserting any available defenses. This indemnification obligation will survive the termination of these Terms and your use of the Service.
GOVERNING LAW
These Terms and any disputes arising out of or related to these Terms or the Service will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. You and Carbeeza irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any matter arising out of or related to these Terms or the Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
CHANGES TO TERMS OF SERVICE
Carbeeza reserves the right to change all or any part of these Terms from time to time, or to adopt or amend any other policies in connection with the use of the Services, upon notice to you, which notice may be given by posting such change on UltraLead's website. Your continued use of the Services following such notice will be conclusively deemed acceptance of any such change.