“Website” shall means Accu-Price.com, the authorized website of Accu-Price online, including all information sources provided for its dealers by Accu-Price on the Internet.

“User” shall mean those persons or entities who avail themselves of the services provided by Accu-Price online, whether as a consumer who values their vehicles, or as an automobile dealer, vehicle manufacturer or other entity that elects to link to Accu-Price through their own websites.

 “Terms and Conditions” shall mean the terms and conditions of use contained herein.

 1.      AGREEMENT TO COMPLY WITH TERMS AND CONDITIONS.  By agreeing to use and using the Accu-Price Website, the undersigned User agrees to be bound by and to completely comply with these Terms and Conditions and any other rules or guidelines applicable to the Accu-Price Website, now or in the future.  All such rules or guidelines are incorporated by reference herein.

 2.      RESTRICTIONS ON USE OF WEBSITE.  Use of the Accu-Price Website is subject to ongoing compliance with these Terms and Conditions.  Accu-Price reserves the right to terminate User’s access to the Accu-Price Websiteat any time without any prior notice, should User not remain in compliance with these Terms and Conditions or any other rules or guidelines subsequently promulgated by Accu-Price Accu-Price further reserves the right to terminate any User’s access to the Accu-Price Website with or without cause, at any time, in Accu-Price’s sole discretion, without prior notice to User.

 3.      No Grant of License. Nothing contained herein or on the Accu-Price Website shall act to confer or grant any license under any of Accu-Price’s or any third party with whom Accu-Price does business intellectual property rights to User or any other party.  User hereby agrees and acknowledges that the content available on Accu-Price Website is protected by applicable copyright, trademark, tradename, patent or other proprietary rights (Accu-Price IP) of Accu-Price and its affiliates, licensors and service providers.

User agrees never to modify, alter, or change in any material manner any of the Accu-Price IP or anything contained on the Accu-Price Website.  User further agrees never to hold itself out as being in any manner sponsored by or endorsed by Accu-Price or the Accu-Price Website.  User agrees not to use the Accu-Price IP or the Accu-Price Website other than for the usage for which it is intended to be used by Accu-Price customers.  User agrees never to adapt, translate, modify, decompile, disassemble or reverse engineer the Accu-Price Website or any software or programs used in connection with the Accu-Price Website at any time.

4.      Indemnity and Release. In consideration for the use of the Accu-Price Website by User, User agrees to indemnify and hold Accu-Price harmless from any and all claims, demands, expenses, attorney fees and court costs incurred by Accu-Price as a result of User’s use or misuse of the Accu-Price Website hereunder in contravention of these Terms and Conditions.User hereby also releases Accu-Price from all claims, demands, expenses, damages, whether actual or consequential, costs and expenses of any kind or nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that the User may ever assert against Accu-Price arising out of the use by User of the Accu-Price Website hereunder.

 USER HEREBY WAIVES THE EFFECT OF ANY STATE OR FEDERAL LAW THAT MAY PURPORT TO LIMIT THE VALIDITY OF THE INDEMNITY AND RELEASE CONTAINED HEREIN.

 5.      Disclaimer of Vehicle Valuation Information.  Accu-Price makes no representations or warranties of any kind or nature concerning the suitability, reliability, availability, timeliness or accuracy of the Accu-Price used vehicle appraisal process utilized by Accu-Price, nor of the values generated by that appraisal process, nor the appraisal report generated by the appraisal process.  The appraisal process utilized by Accu-Price, the vehicle values obtained therefrom and the appraisal reports are provided by Accu-Price “as-is” and Accu-Price hereby disclaims all warranties with regard to the appraisal process and the valuation process, the vehicle values, the appraisal reports, and any other Accu-Price work product, including, but not limited to all implied warranties of merchantability, fitness for a particular purpose, workmanlike effort, title and infringement In no event shall Accu-Price be liable for any direct, indirect, punitive, actual, incidental, special, consequential, or any other damages whatsoever, including, but not limited to damages for loss of use, data or profits, arising out of or in any way connected with:

(a)    the use or performance of the appraisal process, the vehicle values, or the appraisal reports;  

(b) the delay or inability to use the appraisal process, the vehicle values, and the appraisal reports by Accu-Price, whether such claim is based in tort, negligence, strict liability or otherwise, even if Accu-Price has been advised of the possibility of such claimed damages because some states do not allow the exclusion or limitation of liability for such damages.  For that reason the above limitation on damages may not apply to certain Users.   If the User is dissatisfied with the appraisal process, the appraisal report, or the vehicle values or with any of these Terms and Conditions, the User’s sole and exclusive remedy is to DISCONTINUE the use of the appraisal process, the appraisal reports and the use of vehicle values.

6.  Disclaimer of Warranties. The Website is provided to the User in “as-is” condition, with no warranties of any kind or nature, including, but not limited to all express, implied and statutory warranties of merchantability, fitness for a particular purpose and non-infringement of proprietary rights, all of which are expressly disclaimed hereby.  Accu-Price hereby further disclaims any warranties for the security, reliability, timeliness and performance of the Website. The User expressly understands and agrees that Accu-Price disclaims all responsibility or Liability for the accuracy, content, completeness, legality, reliability or operability of the information or material on the Website.  Accu-Price further disclaims all responsibility for the deletion, failure to store, misdelivery or untimely delivery of any information or material on the Website.  Accu-Price finally disclaims all responsibility for any alleged damage resulting from the downloading or accessing of any information or material through this Website, including, but not limited to any alleged harm caused by viruses, pop-ups, or any similar contamination or other destructive features which may arise as a result of the use of this Website. Accu-Price makes no warranty regarding the reliability or accessibility of Web pages or any storage facilities offered by this Website.

The User understands and agrees that any material obtained through the use of this Website is done at the User’s own discretion and risk.

7.       Limitation of Liability. The User expressly understands and agrees that under no circumstances shall Accu-Price be liable to any User on account of that User’s use or misuse of and reliance on the Website. This limitation of liability applies to direct, indirect, incidental, consequential, special, exemplary and/or punitive damages.  This limitation of damages applies to the use or misuse of the Website or from any interaction between User and the Website.  The limitation also applies to damages incurred by reason of goods or services received through or advertised on this Website, along with information or advice received through or advertised on this Website.  Such limitation shall apply to the fullest extent allowed by law.  Such limitation shall also apply to any damage caused by loss of access to, deletion of, failure to store, failure to back up, or alteration of Website pages or other content stored on this Website. Under no circumstances shall Accu-Price be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces majeur,  or causes beyond its reasonable control, including, but not limited to internet failures, computer hardware failures, telecommunication failures, other equipment failures,  electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, acts of terrorism, shortages of labor or materials, fires, floods, storms, hurricanes, tornadoes, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts, non-performance of third parties, or similar situations.

8.      Limitation of Actions. The User acknowledges and agrees that any claim or purported cause of action which the User may assert arising out of, or relating to this Website or its use must be filed within one (1) year after such claim or cause of action allegedly arose, or forever be barred and prohibited.

 9.      Intellectual Property Notices.  All trademarks, names, logos, and content that appear throughout the Website are the intellectual property of Accu-Price and are protected by United States copyright and trademark laws.  Any use of the marks and/or content appearing throughout the Website without the express, written consent of Accu-Price is strictly prohibited.

 10.  Notices. All notices to Accu-Price hereunder shall be to:

 Accu-Price LLC
430 Industrial Ave
Teterboro, NJ 07608

 11.  Arbitration, Governing Law and Forum for Disputes. Any controversy or claim arising out of these Terms and Conditions or any User’s use of the Website shall be decided by binding arbitration before one arbitrator in Albuquerque, New Mexico in accordance with the Rules of the American Arbitration Association.  The parties agree to mediate any such dispute first prior to resorting to arbitration.  All legal issues with regard to the use of this Website or the arbitration of any dispute hereunder shall be construed in accordance with the laws of the State of New Mexico.  

12.  Entire Agreement.  These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter contained herein and supercedes and replaces all prior oral or other communications between them.  Accu-Price reserves the right to modify the Website from time to time for any reason and without notice to Users and to modify these Terms and Conditions without notice to Users.

 13.  Independent Contractors. User acknowledges that Accu-Price and User are independent contractors under these Terms and Conditions and nothing herein creates any agency or partnership between them. 

14.  No Sublicense Allowed. User agrees he/she has no power or authority to sublicense, resell, assign, re-assign, or otherwise transfer or delegate User’s rights or obligations hereunder without the prior written consent of Accu-Price, which consent may be withheld in Accu-Price’s sole discretion.These Terms and Conditions shall be binding upon and inure to the benefit of the parties successors and assigns, notwithstanding the prohibition on User’s assignment referred to above.