Terms of Use

This website (this “Site”) is owned and operated by CDK Global, LLC (together with its affiliates, individually or collectively, “CDK”) and is used by CDK to provide its Fortellis Automotive Commerce Exchange platform. The following terms and conditions (the “Terms of Use”) apply to your use of this Site. BY USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, PLEASE DO NOT USE THIS SITE. Your failure to comply with these terms of use will result in the automatic termination, without further notice, of any rights granted to you regarding your use of this Site or any product or service offered on or through this Site.  

CDK may, at its sole discretion, revise these Terms of Use and any other information contained in this Site at any time; we will specify on this Site the date on which these Terms of Use were last revised. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of this Site following the posting of changes constitutes your acceptance of and agreement to them. CDK may also, at its sole discretion, at any time make improvements or changes in the products, services or programs described on this Site. 

Content

All text, graphics, interfaces, photographs, trademarks, logos and computer code contained on this Site (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, look and feel, and arrangement of such Content are owned, controlled or licensed by or to CDK, and are protected by trade dress, copyright, trademark laws, and other intellectual property rights and laws. Except as expressly provided in these Terms of Use or in any additional terms and conditions to which you become subject (as described in the section titled “Purchases on this Site; Access to Certain Portions of this Site), no part of this Site and the Content may be copied, reproduced, republished, uploaded, posted, transmitted, translated or distributed in any way to or via any medium, equipment, device or website for publication or distribution or other commercial use, without CDK’s prior written consent.

Your Use of this Site

CDK grants you a personal, non-exclusive, non-transferable and limited privilege to use this Site provided that you comply with these Terms of Use.

You may not:

(i) Decompile, reverse engineer, disassemble or unlawfully use or reduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in this Site;

(ii) Attempt to gain unauthorized access to any portion or feature of this Site or any other systems or networks connected to this Site, or to any product or service offered on or through this Site, by any means;

(iii) Probe, scan or test the vulnerability of, or breach the security or authentication measures on, this Site or any other systems or networks connected to this Site, or otherwise attempt to interfere with the proper functioning of this Site or such other systems or networks;

(iv) Reverse look-up, trace or seek to trace any information on any other user of or visitor to this Site, or any other customer of CDK, including any CDK account not owned by you, to its source, or exploit this Site, or any product or service made available or offered by or through this Site, in any way with the purpose to access, acquire or reveal any information, including but not limited to personal identity or information, other than your own information, as provided for by this Site;

(v) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to CDK on or through this Site or any product or service offered on or through this Site, or pretend that you are or that you represent someone else, or impersonate any individual or organization when using this Site;  

(vi) Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of this Site or CDK’s systems or networks, or any systems or networks connected to this Site;

(vii) Use any device, software, or routine to interfere or attempt to interfere with the proper working of this Site or any transaction being conducted on this Site, or with any other person’s use of this Site;

(viii) Use this Site to defame, harass, threaten or intimidate others; or

(ix) Use this Site or any Content for any unlawful or prohibited purpose, or solicit the performance of any illegal activity.  

Except for the limited permission in the preceding paragraph, CDK does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights or other proprietary or intellectual property rights.

If any materials are available for downloading, access or other use from this Site with their own license terms, conditions and notices, such license terms, conditions and notices will govern.

Purchases on this Site; Access to Certain Portions of Site

Additional terms and conditions may apply to purchases of products or services made on or through this Site and/or to your access to (and use of) certain portions of this Site, all of which terms are made a part of these Terms of Use by this reference. If there is a conflict between these Terms of Use and the terms posted for or otherwise applicable to a specific portion of this Site or for any product or service offered on or through this Site, the latter terms shall control with respect to your use of that portion of this Site or such specific product or service.

CDK may make changes to any product or service offered on this Site or to the applicable prices, at any time, without notice.

Account Security

Certain Site features and services may require you to open an account. You are solely responsible for keeping your account information (including, without limitation, your password) confidential, and for any and all activity that occurs through your account as a result of your failing to keep this information confidential. You agree to notify CDK immediately of any unauthorized use of your account, and of any other breach of security. You may be held liable for losses incurred by CDK or any other user of this Site due to someone else using your account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s user ID, password or account on this Site at any time without the express permission and consent of the holder of that user ID, password or account. CDK cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Privacy

CDK Privacy Statement posted on this Site applies to your use of this Site, and its terms are made a part of these Terms of Use by this reference. View the CDK Privacy Statement.

Links to Other Sites

This Site may contain links to independent third-party websites (“Linked Sites”). CDK provides these Linked Sites solely for your convenience, and does not control or endorse any of them. CDK cannot be responsible for the content, security or privacy policies or practices of such Linked Sites.

Suspension or Termination of Your Use of this Site

CDK may, in its sole discretion and without prior notice, suspend or terminate your access to this Site and/or block your future access to this Site, including as a result of (i) your violation of these Terms of Use or other agreements or guidelines associated with your use of this Site or any product or service offered on or through this Site, (ii) requests by law enforcement or other government agencies, (iii) a request by you (including self-initiated account deletions), (iv) discontinuance or material modification of this Site or any service offered on or through this Site, or (v) unexpected technical issues or problems. You acknowledge and agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to CDK, for which monetary damages would be inadequate, and you consent to CDK obtaining any injunctive or equitable relief that CDK deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies CDK may have at law or in equity.

CDK also reserves the right to, at any time, without notice, modify, interrupt, suspend or terminate the operation of or access to this Site, or any portion of this Site, for any reason (including, without limitation, maintenance, error correction, etc.).

Disclosure of Your Information

CDK may disclose any information we have about you (including, without limitation, your identity or any transmittal or communication by you with CDK through this Site or any product or service offered on or through this Site) if we determine that such disclosure is necessary (i) to enforce these Terms of Use, (ii) in connection with any investigation or complaint regarding your use of this Site or any product or service offered on or through this Site, (iii) to protect the rights, property or personal safety of CDK, its employees, users of or visitors to this Site, and the public, (iv) to comply with any applicable law, regulation, legal process or governmental request, or to respond to claims that any such data violates the rights of others, or (vi) to exchange information and cooperate with other companies or organizations for fraud protection purposes, as required or permitted by applicable law. In addition, CDK may disclose your information to third parties if CDK is involved in a merger, acquisition or sale of any or all of CDK’s business and/or assets to a third party, provided that they agree to abide by the CDK Privacy Statement posted on this Site.

If CDK takes any legal action against you due to your violation of these Terms of Use, CDK will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to CDK. CDK will not be liable to you or to any third party for termination of your access to this Site for any reason.

Disclaimers; Limitation of Liability

THIS SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CDK DOES NOT WARRANT THAT (A) THIS SITE OR ANY CONTENT, PRODUCT, SERVICE OR FEATURE OF THIS SITE WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE, OR ANY DEFECTS WILL BE CORRECTED; (B) ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THIS SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES; OR (C) ANY INFORMATION YOU TRANSMIT TO THIS SITE WILL BE SECURE IN ITS TRANSMISSION AND/OR STORAGE. ALL INFORMATION PROVIDED ON THIS SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. IT IS YOUR RESPONSIBILITY TO CONFIRM WITH CDK THE ACCURACY AND COMPLETENESS OF ALL POSTED INFORMATION BEFORE MAKING ANY DECISION BASED ON SUCH INFORMATION. CDK DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THIS SITE AND/OR ANY CDK PRODUCTS AND/OR SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THIS SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST CDK FOR DISSATISFACTION WITH THIS SITE OR ANY CONTENT IS TO STOP USING THIS SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

Except where prohibited by law, in no event will CDK be liable to you for any direct, indirect, consequential, special, exemplary, incidental, or punitive whatsoever damages, including lost profits, even if CDK has been advised of the possibility of such damages. If, notwithstanding the other provisions of these Terms of Use, CDK is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of this Site or any Content, CDK’s total liability shall in no event exceed the greater of (1) the total subscription or similar fees with respect to any product or service offered on this Site paid by you to CDK in the six (6) months prior to the date of the initial claim made against CDK, and (2) US $100.00. 

The above disclaimers and limitation of liability apply to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action, to the fullest extent permitted by the law of the applicable jurisdiction.

Indemnity

You agree to indemnify and hold CDK, its existing and future officers, directors, shareholders, predecessors, successors in interest, employees, agents, parents, subsidiaries and other affiliates, harmless from any demands, loss, liability, claims or expenses (including reasonable attorneys’ fees), made against CDK by any third party due to or arising out of or in connection with your use of this Site.

Dispute Resolution; Class Action Waiver

All matters relating to your access to or use of this Site, including all disputes, will be governed by the laws of the State of Illinois without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Cook County, Illinois, and waive any objection to such exclusive jurisdiction or venue. Resolution of all disputes shall be conducted and resolved on an individual basis only, and not on a class-wide, multiple plaintiff, multiple claimant, consolidated or similar basis. You waive any right to participate in any way in a class action lawsuit against CDK, or to act in any arbitration, lawsuit, action or other legal proceeding against CDK in the interest of the public or in any private attorney general capacity.

Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for products and services are not subject to this limitation. The prevailing party will be entitled to reasonable costs and attorneys’ fees.

International Issues

CDK administers and operates this Site from its locations in the United States. Information on CDK’s Site may contain references to CDK products, programs and services that are not available in your country. Such reference does not imply that CDK intends to make or continue to make such products, programs, or services available in your country now or in the future. Any offer on this Site for any feature, product, or service is void where prohibited. If you choose to access this Site from outside the United States, you are responsible for complying with applicable local laws. This Site and the products and services offered on or through this Site are not intended to be offered to or used by residents in Europe.

Certain text in CDK’s Site may be available in languages other than English. These translations are provided as a convenience to you, and CDK makes no representations or commitments regarding the accuracy or completeness of the translation.

Miscellaneous

If a court or other tribunal of competent jurisdiction holds any of the provisions of these Terms of Use to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect.

These Terms of Use (together with any additional terms presented to you in connection with your gaining access to certain portions of this Site) constitute the entire agreement between you and CDK with regard to your use of this Site, and any and all other written or oral agreements or understandings previously existing between you and CDK with respect to such use are hereby superseded and cancelled.

CDK’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as CDK’s waiver of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between CDK and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties. CDK customer service representatives or other personnel are not authorized to modify any provision of these terms, either verbally or in writing.

Feedback

CDK welcomes any feedback you have regarding this Site. Please be aware that any feedback you provide shall be deemed non-confidential, and CDK shall be free to use such information on an unrestricted basis. Please provide any feedback to the following address:

CDK Global, LLC

1950 Hassell Rd.

Hoffman Estates, IL 60169

Attention: Legal Department

Last Date for Updates

These Terms and Services were last updated on March 22, 2018.