VIN Hunter Pro™

The VIN Hunter team welcomes you! We hope you find our service invaluable to the continued success of your business. VIN Hunter was created by, and is a Service of, VIN Hunter, LLC, an Ohio Limited Liability Company (“VIN Hunter”).

The following are terms of accessing and/or using the VIN Hunter Pro website and using the VIN Hunter Pro service. By accepting the terms of the Agreement below and/or using the product and/or service, you are stating that you agree to be bound by all terms without modification, conditions, or notices.

     FEES and SERVICES. VIN Hunter and VIN Hunter Pro offers a range of subscriptions beginning with a free plan (the “Basic” plan) which is for non-commercial use, or for businesses with five (5) or fewer employees. Subscriptions are also available on either monthly or annual pre-paid, non-refundable contracts. All contracts will automatically renew for the same term using the payment method on file unless the client changes or discontinues service prior to the renewal date listed in the user’s area. All service upgrades are effective immediately, while downgrades are effective as of the next renewal date. VIN Hunter Pro may change its fee structure and/or provide an upgrade service at any time with notice, in which case new rates will be in effect as of the next renewal period. No refunds or credits will be issued for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

     PRICING. VIN Hunter reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the VIN Hunter Site (www.vinhunterpro.com) or the Service itself. VIN Hunter shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

     MEMBER RESPONSIBILITIES. To register for the Service, you must complete the registration process by providing VIN Hunter with current, complete and accurate information as required by the registration form. You are solely responsible for any use and all activities that occur under your account. You are responsible for safeguarding the confidentiality of your password(s) and user name(s) issued to you by VIN Hunter and for any use or misuse of your account resulting from any third-party using a password or user name issued to you by VIN Hunter. You agree to immediately notify VIN Hunter of any unauthorized use of your account or any other breach of security known to you.

     INDEMNIFICATION. You agree to indemnify, hold harmless and defend VIN Hunter Pro, its contractors, its licensors, and their respective directors, officers, employees and agents, at your expense, from and against any and all third-party claims, actions, proceedings, and suits and expenses, including attorneys’ fees, arising from your use of the VIN Hunter Pro Client, the Service, and the VIN Hunter Pro website, including but not limited to your violation of this Agreement.

     THIRD PARTIES. If you allow a third party access to the Service through your account, you shall ensure that said third party is bound by and abides by the terms of this Agreement. All provisions in this Agreement, including but not limited to warranty disclaimers, indemnity, limitations of liability, and proprietary rights, are applicable to the Third Party.

BLACK BOOK SPECIFIC TERMS. VIN Hunter hereby grants you a personal, non-transferable and non-exclusive limited license to use the web based application service program (the “Program”) consisting of a compilation of certain modules of the Program combined with National Auto Research, a division of, Hearst Business Media Corporation’s (“NAR’s”) proprietary database consisting of vehicle model years from 1981 to present of information relating to the vehicle identification number, model year, make, model, series and body style, universal vehicle code, engine descriptions, extra clean, clean, average and rough retail values and trade-in values, Finance Advance™, MSRP and extra clean, clean, average and rough wholesale United States pricing information for used cars, vans and light trucks (the “Database”) and further grants You a personal, nontransferable and nonexclusive limited sublicense to use the Database within the Program under a license granted by NAR to VIN Hunter. It is further understood that you must be industry qualified to have access to NAR’s wholesale values. NAR is a third party beneficiary under this Agreement and may enforce its rights hereunder directly against you, which shall be governed by the laws of the State of New York without giving effect to any principles of conflict of laws and subject to the jurisdiction and venue of the State and Federal courts located in New York.

You are only authorized to use the Database within the Program on a single web browsing unit (the “Product”) to retrieve vehicle values for the benefit of its “Industry Qualified” internal buying and selling needs without the ability to download the Database, in whole or in part, other than the individual vehicle. The term “Industry Qualified” shall mean those certified automotive buying and selling professionals. You is prohibited from any electronic transfer of NAR’s vehicle value, except to its own internal personnel strictly for internal use. You shall not download the Database, in whole or in part to any other Product whatsoever without first obtaining a licensing right from VIN Hunter and NAR.

You agree that NAR owns all rights, title and interest in and to the Database including all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill and all rights, title and that all rights, title and interest shall remain with NAR and use of the Database by You or any information therein by any person or firm other than You or your employee (on a need to know basis) is prohibited by NAR. You shall keep confidential the Database or any information therein and use its best efforts to prevent and protect the contents of the Database from unauthorized disclosure, copying or use. The Database is protected by U.S. copyright law, and the Black Book® trademark is registered with the U.S. Patent and Trademark Office, Reg. No. 767893.

ALTHOUGH NAR MAY COMPILE THE DATABASE CONTAINED WITHIN THE PROGRAM, NAR DOES NOT WARRANT THE PROGRAM OR THE CONTENTS THEREIN. THEREFORE, THE DATABASE IS PROVIDED “AS IS” AND NAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF THE DATA FROM WHICH THE DATABASE IS COMPILED, THAT THE DATABASE IS FREE FROM ERRORS AND OMISSIONS, THE MERCHANTABILITY AND FITNESS OF THE DATABASE FOR A PARTICULAR PURPOSE, OR USE, OR PERFORMANCE OR RESULTS OBTAINED BY USING THE DATABASE WITHIN THE PROGRAM. UNDER NO CIRCUMSTANCES SHALL NAR BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR CHARACTER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, ALL OTHER COMMERCIAL DAMAGES OR LOSSES IN CONNECTION WITH THE DATABASE. NAR EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE PROGRAM, AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO. Your obligations concerning misuse and confidentiality of the Database and Licensee's right of action or claim against you for any breach thereof shall survive the termination of this Agreement. Failure of NAR at any time or times to enforce its rights under this Agreement shall in no manner affect its rights at a later time to enforce the same.

     DISCLAIMER OR WARRANTIES. The VIN Hunter Pro Client and the Service are provided ‘as is’. VIN Hunter and its contractors hereby disclaim all warranties of any kind, expressed or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither VIN Hunter nor its contractors makes any warranty that the Client, Service, or website will be error free, free of viruses or other harmful components, or that access thereto will be continuous or uninterrupted. You understand that the use of The VIN Hunter Pro client, the Service, and the website is at your own discretion and risk.

     LIMITATION OF LIABILITY. VIN Hunter will not be liable to you or any third-party claimant for any indirect, special, punitive, consequential (including, without limitation, lost profits or lost data collected through the service and/or use of the VIN Hunter Pro Client), or incidental damages, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if possible VIN Hunter has been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the following paragraph. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the limitations or exclusions in this and the foregoing paragraph may not apply to you. VIN Hunter Pro’s and its contractors’ total cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed $1.

     PROPRIETARY RIGHTS NOTICE. The Service, which includes but is not limited to the VIN Hunter Pro client and all intellectually property rights in the Service, will always be the property of VIN Hunter Pro. VIN Hunter grants you a limited, revocable, non-exclusive, non-sublicensable license to install, copy, and use the VIN Hunter Pro client. You may use the client and the VIN Hunter Pro Service subject to acceptance of the terms of this Agreement. You will not, nor will you, allow any third party to reverse engineer and/or create derivatives of the VIN Hunter Pro Client, using any method possible. You will not, nor will you, allow any third party to modify the VIN Hunter Pro Client in any way. You will use the VIN Hunter Pro Client and the Service solely for your internal use and will not make the VIN Hunter Pro Client available for any type of external service such as, but not limited to, an application service provider.

     TERMINATION. VIN Hunter may terminate the Service and/or website access at any time and for any reason without notice. If you wish to terminate this Agreement or your service, you may simply stop using the Service or stop accessing the website. However, although this agreement may terminate between VIN Hunter and you, some provisions of this Agreement shall still be in effect, including, without limitation, warranty disclaimers, indemnity, limitations of liability, and proprietary rights.

     MODIFICATIONS. VIN Hunter reserves the right, at its sole discretion, to modify or replace any part of these terms. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the VIN Hunter Pro service or access to the VIN Hunter Pro website following the changes in these Terms constitutes acceptance of those changes. You can review the most current version of the Terms of Service at any time at: http://www.vinhunterpro.com/terms

     MISCELLANEOUS. VIN Hunter shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement represents the complete agreement between you and VIN Hunter concerning its subject matter and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent possible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under the laws of the state of Ohio without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Ohio law, rules, and regulations, Ohio law, rules, and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Cuyahoga County, Ohio. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The VIN Hunter Pro Client is controlled by U.S. Export Regulations, and it may not be exported to or used by embargoed countries or individuals. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of your rights hereunder without VIN Hunter’s prior written consent and any such attempt is void. The relationship between VIN Hunter and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns of the parties hereto. Any notices to VIN Hunter must be sent to: