The dealership customer identified above ("DEALERSHIP") hereby enters into an agreement ("AGREEMENT") with AutoCorner, LLC ("AUTOCORNER"), the DEALERSHIP and AUTOCORNER each a "PARTY" and together "PARTIES" for specific web management and marketing services as defined herein ("SERVICES"). The term of this AGREEMENT is effective as of the date above ("EFFECTIVE DATE") and shall continue for the number of months identified in the table above ("TERM"). The parties acknowledge and agree:
-
90-Day Right to Cancel:
DEALERSHIP has the right to cancel this AGREEMENT within the first 90 days of the TERM without penalty. If DEALERSHIP chooses to exercise this right, they must provide written notice to AUTOCORNER. DEALERSHIP will be responsible for any charges incurred for SERVICES provided up to the date of cancellation but will not be required to continue or renew the AGREEMENT beyond the 90-day period.
-
Services Description: The SERVICES provided by AUTOCORNER under this AGREEMENT are detailed below, which forms an integral part of this AGREEMENT.
-
Pricing and Payment Terms:
The "Monthly Fee" column in the table above specifies the base fee that DEALERSHIP agrees to pay monthly for the SERVICES under this AGREEMENT. This fee represents the agreed-upon contractual base price and does not include any additional charges such as utility, setup fees, additional domain registration, or consumption-based fees. Starting from the first month following the EFFECTIVE DATE, and on each subsequent monthly anniversary, the DEALERSHIP will be automatically charged this base fee to the credit card ending in the last four digits x. Additional usage or service-specific charges incurred as per the terms of this AGREEMENT may be added to the base fee and billed collectively through automatic recurring credit card billing, or they may be invoiced separately, as deemed appropriate.
DEALERSHIP authorizes AUTOCORNER to automatically bill the credit card number provided, with the last four digits as indicated above. DEALERSHIP may update their credit card information at any time by informing AUTOCORNER of the change.
Pre-Payment Savings Option:
DEALERSHIP has the option at any time during the TERM of this AGREEMENT to pre-pay for one full year of SERVICES. The pre-payment amount will be calculated as the current monthly fee multiplied by 10, providing a cost-saving equivalent to receiving two months of service free. Upon making this pre-payment, DEALERSHIP will receive the SERVICES for the next 12 months without the need for additional monthly charges. This pre-payment option offers a significant cost-saving opportunity for the DEALERSHIP and does not alter other terms of the AGREEMENT, including any additional charges for extra utility or consumption-based services.
-
Late Payment Fees:
If payment is not received within 30 days of the due date, a late fee of $29 will be applied. For payments late by 60 days, a $100 fee will be charged. For payments delayed by 90 days or more, a $150 fee plus collection costs will be incurred.
-
Early Termination:
If the DEALERSHIP opts to terminate this AGREEMENT before the expiry of the TERM, the DEALERSHIP is obligated to pay the full amount due for the remainder of the TERM.
-
Automatic Renewal:
Following the expiry of the TERM, the SERVICES shall automatically renew for consecutive renewal periods equal to the greater of: (i) the number of months identified in the table above or (ii) a renewal term of 90 days (each an "Auto Renewal Period") unless (i) the PARTIES enter into an agreement for a fixed term extension or (ii) either party provides the other with written notice of non-renewal at least 90 days prior to the expiration of the then-current TERM.
-
Adjustments in Pricing:
Upon the expiration of the TERM, DEALERSHIP shall pay AUTOCORNER the current advertised retail rate for SERVICES on a monthly basis, which AUTOCORNER may increase in the future following the expiry of TERM.
-
Third-Party License Fees:
If at any time a third-party license provider directly or indirectly increases the fee that they charge AUTOCORNER for DEALERSHIP's use of Third Party Software, then, in addition to any other right to increase fees under the AGREEMENT, AUTOCORNER may increase DEALERSHIP's fees by the same percentage amount on giving at least 90 days advance written notice.
-
Legal Compliance:
Both parties agree to comply with all applicable laws and regulations of the Commonwealth of Virginia.
-
Dispute Resolution:
Any disputes arising under this AGREEMENT shall be resolved through arbitration in the Commonwealth of Virginia, in accordance with its laws.
-
Confidentiality:
The PARTIES agree to maintain the confidentiality of any proprietary information shared during the term of this AGREEMENT.
-
Amendments and Modifications:
This AGREEMENT can only be amended or modified in writing, signed by both PARTIES.
-
Termination for Violation:
AUTOCORNER reserves the right to terminate this AGREEMENT with immediate effect in case of serious violations (at AUTOCORNER's sole determination) by DEALERSHIP of any terms and conditions of this AGREEMENT. For other violations, AUTOCORNER shall provide DEALERSHIP with written notice of the violation and a cure period of 30 days. If the violation is not remedied within this period, AUTOCORNER may terminate the AGREEMENT.
-
Effect of Termination:
Upon termination of this AGREEMENT, any and all obligations of AUTOCORNER under this AGREEMENT will cease immediately. DEALERSHIP will remain responsible for all amounts owed up to the date of termination and for any liabilities incurred due to the violation(s) that led to the termination.
-
Entire Agreement:
This AGREEMENT, including the AutoCorner Standard Terms of Service and AutoCorner Standard User Privacy Policy, as published publicly on AutoCorner.com, constitutes the entire agreement between the PARTIES and supersedes all prior agreements and understandings, both written and oral, concerning its subject matter.
-
Support Service Availability: Support services provided by AUTOCORNER under this AGREEMENT are offered on a best effort basis. While AUTOCORNER strives to provide timely and effective support, it is understood and agreed that any estimated timelines for support service availability are not guaranteed. Failure by AUTOCORNER to meet these estimated timelines does not constitute a violation of this AGREEMENT, and shall not entitle DEALERSHIP to any refunds, concessions, or compensations.
-
Force Majeure:
Neither PARTY shall be liable for any failure to perform its obligations where such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, acts of woke, or interruption or failure of electricity or telephone service.
-
Digital Acceptance:
The individual completing the digital acceptance process for this AGREEMENT on behalf of DEALERSHIP hereby represents and warrants that they have the authority to bind the DEALERSHIP to the terms of this AGREEMENT. By completing the digital acceptance process, the individual affirms that they are duly authorized to act on behalf of DEALERSHIP and that the DEALERSHIP agrees to be bound by the terms of this AGREEMENT.
-
Transferability of Agreement:
This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event of a sale or transfer of ownership of DEALERSHIP, this AGREEMENT shall remain in full force and effect and must be included as a binding obligation in the terms of the sale or transfer to the new owner. The DEALERSHIP agrees to notify AUTOCORNER in writing of any change in ownership, and failure to do so shall not relieve the DEALERSHIP or its successors of their obligations under this AGREEMENT. The terms and conditions of this AGREEMENT shall continue to be binding upon the DEALERSHIP and its successors or new owners, and no sale or transfer of ownership shall serve as grounds for early termination of this AGREEMENT.
-
Authority of Signatory:
The individual completing the digital acceptance process for this AGREEMENT on behalf of DEALERSHIP hereby represents and warrants that they have the authority to bind the DEALERSHIP to the terms of this AGREEMENT. By completing the digital acceptance process, the individual affirms that they are duly authorized to act on behalf of DEALERSHIP and that the DEALERSHIP agrees to be bound by the terms of this AGREEMENT. Furthermore, the individual signing this AGREEMENT on behalf of the DEALERSHIP agrees to assume personal liability jointly with the DEALERSHIP for the fulfillment of all obligations and liabilities under this AGREEMENT. This includes, but is not limited to, financial obligations and compliance with all terms and conditions outlined herein.