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IDEAL INVENTORY SOLUTIONS WEBSITE TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING THIS WEBSITE, OR A SERVICE THROUGH THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF USE BELOW. THESE TERMS OF USE ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS OF USE POSTED TO THIS WEBSITE FROM TIME TO TIME. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, PLEASE DO NOT ACCESS THIS WEBSITE OR ANY SERVICE THROUGH THIS WEBSITE. ADDITIONALLY, PLEASE REFER TO YOUR HARD COPY CONTRACT AS PROVIDED BY YOUR IDEAL INVENTORY SOLUTIONS REPRESENTATIVE FOR FURTHER INFORMATION.

OWNERSHIP AND USE

The information received by the User from the Ideal Inventory Solutions website (“www.idealinventorysolutions.com” or “Website”) is provided solely for the use of the User. Unless specifically authorized in writing by Ideal Inventory Solutions, (“IDIS”), a d/b/a of The Disch Group, Inc., the User agrees not to re-transmit, disclose or distribute any of the information received from the Website, to any other person, organization or entity, other than members of User’s own organization to facilitate the efficient use of the Website. The User acknowledges that all information contained on the Website is the exclusive property of IDIS, and/or specified third parties, whom have agreed to furnish such information to the Website. IDIS grants to the User a personal, non-transferable license to use the data contained in the Website for research, planning, and the purchasing and selling at wholesale of new vehicle inventory. The User further agrees not to use the information to develop, or to assist in developing, a competing service to the Website or IDIS while a current User of services offered by IDIS or at any future time.

PROHIBITED USES

Unauthorized use of Ideal Inventory Solutions’ (“IDIS”) Websites and systems including, but not limited to, unauthorized entry into IDIS’ systems, misuse of passwords, or misuse of any information posted to the Website, is strictly prohibited. The User agrees that any unauthorized use of the Website, by the User or any authorized agent of the User, and/or any unauthorized data derived by such use, may result in immediate termination of User’s privileges to access the Website. In the event of such termination, the User shall be liable for any applicable fees for the period prior to termination, together with such other remedies to which IDIS may be entitled. Additionally, the User shall not be due any refund of fees paid prior to termination. Further, User agrees that (i) you will not engage in any activities related to the Website that are prohibited by applicable law, regulation or the terms of any agreements you may have with IDIS or facilitate the violation of any law or regulation, (ii) in circumstances where locations of the Website require identification for process, you will establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals, (iii) will not attempt to utilize another user's account name or persona without authorization; (iv) will not use your access to the Website for any harmful or malicious reason whatsoever; (v) will not use your access to the Website to appropriate trade secrets on behalf of yourself or anyone else; and (vi) you further agree not to use this Website to violate the security of this Website or the privacy or security of any third party (including Third Party Providers and other Users).

FEES AND PAYMENT

Please refer to the hard copy contract (“Master Agreement”) as provided by your Ideal Inventory Solutions representative for details regarding the monthly access fee and commission structure. In the absence of a signed Master Agreement, the commission due on any transaction shall be $199/unit. The following is a brief guide for what constitutes a “commissionable event” using the IDIS website. It must be noted that the following in no way is meant as an offer of legal advice and should not be relied upon when evaluating the actual transaction between Buyer and Seller.

For purposes of the IDIS Website, a “commissionable event” occurs when a Selling dealer “confirms an unrevoked offer” to buy from the Buying dealer. A bid or, “buy offer”, initiates a non-binding transaction representing a Buyer’s serious expression of interest in buying the Seller’s vehicle. This “buy offer” is revocable at any time prior to the Selling dealer confirming the sale. That means no commission is due until an unrevoked offer is confirmed by the Selling dealer. When a unit is offered as part of a “package”, no commission is due until all of the units in the package have been confirmed by the Selling dealer(s). The Buyer may revoke its buy offer at any time prior to confirmation by the Seller(s), and the Seller(s) may reject the buy offer for any reason. However, when an unrevoked buy offer is confirmed, a commission is immediately payable to IDIS, with each party responsible for their own commission payment to IDIS. In the event the transaction occurs “offline”, i.e., outside of the Website using information obtained from the Website, the commission is still payable and due to IDIS.

IDIS reserves all of its rights in the event of non-payment of payable commissions or access fees. It is understood and agreed that the Service provided and the rate charged for the Service are subject to change at any time. Any changes in the Service provided and/or rate charged shall be effective upon thirty (30) day written notice to the User. Any changes shall be deemed accepted by the User if the Service is accessed and/or used by the User after such changes have become effective.

DISCLAIMER OF LIABILITY

The User acknowledges that the information available on the Website is compiled and published by sources which are beyond the control of IDIS, and, it is therefore understood and agreed, that IDIS does not warrant, either expressly or impliedly, guarantee, and/or attest to the accuracy of the information provided by the Website. The User agrees that it will not hold IDIS responsible for other users' content, actions, or inactions.

User acknowledges that IDIS is not a traditional auctioneer. In fact, IDIS is not an auctioneer at all. Instead, our site is a venue to allow approved and participating franchised new car dealers to offer, sell, and buy at wholesale new cars and trucks and allocation, at any time, from anywhere in the United States of America, in a variety of pricing formats and locations. We are not involved in the actual transaction between buyers and sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety, or legality of vehicles advertised, the truth or accuracy of users’ content or listings, the ability of sellers to sell vehicles, the ability of buyers to pay for vehicles, or that a buyer or seller will actually complete a transaction.

IDIS does not take nor transfer legal ownership of vehicles from the Seller to the Buyer, and nothing in this Terms of Use shall modify the governing provisions of Connecticut Commercial Code § 42a-2-240 and Uniform Commercial Code § 2-401(2), unless the Buyer and the Seller agree otherwise. All arrangements for and transfers of payment for units purchased and sold, and all transfers of title for units purchased and sold, occur strictly between the Buyer and Seller. Buyer and Seller are using IDIS’ website strictly for informational purposes. IDIS will not make any offer or solicitation to purchase any unit(s) and will not make any offer or solicitation to sell any unit(s) through this Website. IDIS does not and will never take title to any unit(s). The User acknowledges that no warranties or representations, either expressed or implied, including any warranty of merchantability or fitness for any particular purpose have been made and no warranties exist except those explicitly made by the Terms of Use. While every reasonable effort is made to ensure the accuracy of the information on the IDIS Website, it is strictly the responsibility of the User to ensure the accuracy of its posted content. IDIS assumes no liability for any and all inaccuracies. IDIS reserves the right to review and recommend editing of any and all information on the Website, and further reserves the right to suspend access to the site for violations of this Terms of Use, including a User’s refusal to edit and correct false, misleading, incorrect, or otherwise wrong information on the site, or to fail to do so in a reasonable time frame. IDIS reserves the right, but not the obligation, to edit the site at any time, for any reason. IDIS cannot guarantee that the website will be secure and therefore is not liable for viruses being passed through the website; User hereby assumes all responsibility for detecting and eradicating any and all viruses, malicious code, etc. that may be passed from the Website.

These provisions shall survive termination of the relationship between IDIS and User.

PASSWORD DISCLOSURE

IDIS shall furnish each User with a unique User Identification and password to obtain access to the Website, which the User shall keep confidential. If at any time the User should learn or suspect that the User's password has been obtained by a person or entity not authorized to use it, the User agrees to immediately notify IDIS at by contacting their IDIS representative. Additionally, the User agrees to confirm such unauthorized use in writing within (5) business days to IDIS. User acknowledges that any use of its password is the responsibility of the User, whether authorized or not. Other Users of the Website are relying on the fact that only authorized Users are accessing the Website. While IDIS makes every reasonable effort to ensure unauthorized usage of passwords does not occur, IDIS takes no responsibility and explicitly disclaims all liability resulting from the unauthorized usage of User’s password.

DELAYS IN SERVICE

IDIS, nor any of its respective officers, directors, employees, affiliates or agents shall be liable for any loss resulting from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, internet failure, intranet failure, extranet failure, hardware or software defects, storms, strikes, walkouts, fire or other casualty damage, or other causes over which they have no direct control, or any loss resulting from the contents of the Website, or any errors in the transmission thereof. IDIS will have no responsibility to provide the Website to the User during interruptions of service. Accordingly, to the extent legally permitted, IDIS excludes all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services, and tools.

MONITORING

The User acknowledges and agrees that IDIS reserves the right to monitor, and may from time to time, any and all information transmitted or received through the Website. IDIS may, at its sole discretion and without notice to the User, review, censor or prohibit the transmission and/or receipt of any information which IDIS deems inappropriate, for whatever reason. IDIS’ monitoring of the information of the Service should not be construed as a warranty or guarantee of the accuracy of the information provided by the Service. You acknowledge that IDIS may disclose and transfer any information that you provide through this Website (i) to IDIS’ affiliates, agents or information providers; (ii) to any other person or entity with your consent; or (iii) if we have a right or duty to disclose or are permitted or compelled to disclose such information by law. Use of this Website may be monitored, tracked and recorded. Anyone using this Website expressly consents to such monitoring, tracking and recording.

EQUIPMENT

The User shall provide, at the User's cost, all telephone, modem, internet connection, intranet connection, extranet connection and any other equipment necessary to access the Service including but not limited to computer hardware and software.

COPYRIGHT NOTICES

The works of authorship contained in the Website including, but not limited to, all design, text, sound recordings and images, are owned, except as otherwise expressly stated, by IDIS. Except as otherwise expressly stated herein, such works of authorship may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without IDIS’ prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then only with notices of IDIS’ proprietary rights, provided that you may download information and print out hard copies for your personal use so long as you do not remove any copyright or other notice as may be contained in information as downloaded.

TRADEMARK NOTICES

"Ideal Inventory Solutions", "IDIS", and the "Ideal Inventory" logo are trademarks and service marks of Ideal Inventory Solutions, a d/b/a of The Disch Group, Inc. All other trademarks, service marks and logos used in this Website are the trademarks, service marks or logos of their respective owners. Except as expressly provided herein, IDIS does not grant you any express or implied rights under any IDIS or third-party patents, copyrights, trademarks, or trade secrets. To the extent any third-party database, material or information (such as from Black Book, Kelly Blue Book, NADA, AUCTIONNET, or other sources; collectively the "Third Party Providers") is provided to you through this Website pursuant to a service provided by IDIS to which you have subscribed (a "Service"), you may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any such information. You may not disassemble, reverse engineer, or make any attempt to derive, ascertain, or obtain source codes for this Website or any Service, or for the databases of the Third Party Providers.

WEB CONTENT AND MATERIALS

IDIS or its third party partners may discontinue or make changes to the information or services described in this Terms of Use without prior notice to you and without any liability to you. IDIS has no obligation or responsibility to update or amend such information. IDIS reserves the right to terminate any or all of its website offerings or transmissions without prior notice to the User. Furthermore, by offering this website and information contained herein, no distribution or solicitation is made by IDIS to any person to use the website in jurisdictions where the provisions of this website are prohibited by law.

DEFINITIONS

““Dealer”: The term Dealer refers to the entity which has contracted with IDIS to access the Website. A Dealer may be a “Buyer” or “Seller” depending on the transaction. A Dealer has at least one “User” associated with it which is authorized to conduct business on its behalf by accessing the IDIS website.

“Buyer”: The term Buyer refers to an entity which has contracted with IDIS to access the Website. A Buyer has at least one User associated which is authorized to place “Buy Orders” on behalf of the Buyer. In essence, Buyer refers to the Dealer Principal, or whoever is legally responsible for transacting business or whoever is legally responsible for transacting business on behalf of the Dealer.

“Seller”: The term Seller refers to an entity which has contracted with IDIS to access the Website. A Buyer has at least one User associated which is authorized to “confirm unrevoked offers” on behalf of the Seller. In essence, Seller refers to the Dealer Principal, or whoever is legally responsible for transacting business on behalf of the Dealer.

““User”: The term User refers to the individual who has been issued a username and password to act on behalf of the Dealer. Each User is unique, but may be part of a larger organization of affiliated Users under the umbrella of the Dealer.

“Website”: www.idealinventorysolutions.com

“Password”: The term Password refers to the unique combination of numbers and/or letters which will grant access to the Website. All business is conducted and electronically tracked by the Password.

“Username”: The term Username refers to individual User’s email address provided to IDIS at the time the User was signed up for access to the Website.

“Buy Offer”: The term Buy Offer refers to when a Buyer makes a revocable offer to purchase the unit(s) for the posted price and agrees that if the Seller Confirms the sale before the offer is revoked, Buyer will pay the posted purchase price, as well as any shipping fees.

“Revoked Offer”: The term Revoked Offer refers to when the Buyer cancels or revokes its Buy Offer prior to the Seller Confirming.

“Unrevoked Offer”: The term refers to an offer from the Buyer that has not been revoked and still may be confirmed by the Seller.

“Confirm”: The term Confirm refers to when a Seller accepts an unrevoked Buy Offer and agrees to sell the unit to the Buyer for the posted purchase price.

“Reject”: The term Reject refers to when a Seller does not accept a Buy Offer from a Buyer.

“Package”: The term Package refers to when multiple units are listed for sale. Packages must be purchased in their entirety—individual unit(s) within the package may not be purchased separately without an alteration of the package contents.

“Cross-Dealer Packages”: The term Cross-Dealer Packages refers to when a Package contains unit(s) from more than one Seller. Each Seller is responsible for the individual unit(s) they own in the package. The sale of a Cross-Dealer Package is not Confirmed until each Seller has individually Confirmed the sale of its unit(s) in the Cross-Dealer Package.

“Allocation”: Refers to units that the factory will be making available for the Dealer to order at some future date.

“IDIS” or “Ideal Inventory Solutions”: Ideal Inventory Solutions is a d/b/a of The Disch Group, Inc. with a mailing address of 12 New London Turnpike, #335, Norwich, CT 06360.

GOVERNING LAW

This Terms of Use is interpreted, applied, enforced, and governed by, under, and pursuant to the substantive laws of the State of Connecticut. Any action or proceeding arising under this Terms of Use shall be commenced exclusively in the courts of the State of Connecticut situated in the County of New London or in the United States District Court for the District of Connecticut.