TERMS & CONDITIONS
Effective as of and last updated on December 1, 2024
These Terms and Conditions includes important information about your personal information and we encourage you to read it carefully.
THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) GOVERN YOUR USE OF THE AUTOFI PLATFORM AND RELATED SERVICES.
BY ACCEPTING THIS AGREEMENT OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR CORPORATE ENTITY AND, AS APPLICABLE, YOUR AFFILIATES TO THESE TERMS AND CONDITIONS.
This Agreement was last updated on December 1, 2024.
This Agreement is effective as of the date of the Customer’s acceptance or execution of an Order Form referencing this Agreement (the “Effective Date”).
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting securities or interests of the subject entity.
“Customer” means a consumer who is purchasing or leasing an automobile from the Licensee or its Affiliates.
“Data” means any data or information Licensee and its Affiliates submit through the Services, including any information about Licensee’s or its Affiliates’ vehicle inventory.
“Licensee” means the company or other legal entity designed on an Order Form.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder and that is entered into between Licensee and AutoFi.
“Services” means the products and services that are ordered by Licensee under an Order Form or online purchasing portal and made available by AutoFi.
“System” means AutoFi’s proprietary portal for automobile dealers and other vehicle facilitators that provides such Internet-based access to financing applications, e-contracting, and related products and services for use with Licensee’s Customers.
2. USE OF THE SERVICES
2.1 Scope. The System can be used by Licensee and its Customers as a portal for financing applications initiated by Customers. Financing applications are transmitted via the System to AutoFi, Licensee, and AutoFi’s financing partners. In addition, the System may be used by Licensee and Customers to review and execute e-contracts and other documents in connection with the purchase or lease of a new or used vehicle. Subject to the downloading and installation of the System, the System supports financing through a retail installment sales contract, lease, or direct-to-consumer note (“Contract,” “Lease,” or “Loan”). The System may also provide access to approved ancillary finance and insurance products.
2.2 Subscriptions. The purchased Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal. Licensee acknowledges and agrees that the purchased Services are not contingent upon the delivery of any future functionality or features, or dependent upon any oral or written public comments made by AutoFi concerning future functionality or features.
2.3 License. Subject to the terms and conditions of this Agreement, AutoFi grants Licensee and its Affiliates specifically identified on an Order Form a non-exclusive, limited, non-transferable, revocable license to use the Service(s) identified on the relevant Order Form, in each case solely for Licensee’s and its Affiliates’ respective internal business purposes. It is Licensee’s responsibility to ensure that its Affiliates comply with the usage restrictions and other terms and conditions of this Agreement and, notwithstanding anything to the contrary in this Agreement, all terms of this Agreement that apply to Licensee with respect to the access and use of the Services also apply to those of Licensee’s Affiliates that are accessing and using the Services. Licensee shall be liable for the actions or inactions of its Affiliates and any violation of the license restrictions or other terms of the Agreement by any of its Affiliates.
2.4 Usage Restrictions. Licensee shall not, and shall procure that its approved Affiliates shall not, (a) make any Service available to anyone unless expressly stated otherwise in an Order Form, (b) sell, resell, license, sublicense, distribute, rent, or lease any Service, (c) interfere with or disrupt the integrity of any Service or third-party data contained therein, (d) attempt to gain unauthorized access to or use of any Service or any related service or network, (e) permit direct or indirect access to or use of the Services that circumvents any contractual limit, or use any Service to access, copy or use AutoFi’s intellectual property, except as expressly permitted under this Agreement or an Order Form, (f) modify, copy, or create derivate works of any Service or any part thereof, (g) copy any content or customer data unless expressly permitted under this Agreement or an Order Form, (h) disassemble, reverse engineer, or decompile any Service or content therein, (i) use any Service to create a competitive product or service or (j) modify, alter or delete any of the screens in any Service or any copyright notices embedded in or affixed to the copies of any components of the Services or any report or document generated therefrom; provided, however, Licensee and/or its Affiliates may allow a Customer to view any consumer-facing screens necessary to consummate a transaction with a Customer.
2.5 Access to Performance Data. Licensee agrees to provide the following performance data to AutoFi monthly, no later than seven (7) days following the end of the month for all transactions (AutoFi and non-AutoFi): transaction date, customer name, email, VIN, vehicle details, funding lender, and funding amount (the “Performance Data”). The Performance Data will be used to measure the performance of the Services by reconciling AutoFi’s Customer usage data with Licensee’s transactions and for billing purposes. AutoFi will not sell or share the Performance Data with third parties or use the Performance Data for marketing purposes without Licensee’s express consent. The Performance Data will be treated in accordance with AutoFi’s Data and Records Retention Policy, which provides for aggregation and purging of non-public personally-identifying information following the reconciliation process. If Licensee is a DealerVault customer, AutoFi is hereby authorized to receive the Performance Data directly from Authenticom, Inc.
2.6 Security. Licensee shall designate one or more administrators (each, an “Administrator”) to be responsible for usage of the Services by Licensee and its Affiliates, through Licensee’s employees (the “Users”). All Users must be Licensee’s employees. The Administrator shall be the only person(s) authorized by Licensee to: (i) grant, modify and revoke access to the Services for Users, and (ii) designate the level of access that each User shall have to the Services, as such access levels are established by AutoFi from time to time. Licensee represents, warrants and covenants that the Administrator shall be duly authorized to bind Licensee with respect to any change in access or modification of this Agreement. Licensee acknowledges that it and the Administrator(s), and not AutoFi, are solely responsible for monitoring and controlling each User’s access to and use of the Services in accordance with the terms and conditions of this Agreement and any terms and conditions published by AutoFi from time to time (the “Terms and Conditions”), including the issuance and modification of passwords. Licensee and its Administrator shall also be solely liable for monitoring for unauthorized access to Services through the Licensee’s access to the Services. The Administrator(s) will be solely responsible for the revocation of any User’s authorization to access the Services. Licensee will cooperate with AutoFi with respect to: (a) an investigation by AutoFi of any suspected or alleged violation of this Agreement and (b) any action by AutoFi to enforce this Agreement. AutoFi may (or may ask Licensee to) suspend or terminate any User’s access to the Services upon notice to Licensee if AutoFi reasonably determines that such User has violated this Agreement. Licensee shall be liable for any violation of this Agreement by any User. AutoFi may from time to time, at its option, and with prior notice to Licensee, change the process through which access may be granted to the Services. It is Licensee’s responsibility to notify AutoFi of any changes in an Administrator or any potential breaches in Licensee’s security in connection with the Services. Licensee agrees to comply and to cause its Affiliates to comply with all reasonable security measures that AutoFi may from time to time specify in writing.
2.7 Access to the Services.
(a) The Services may not be available in all geographic areas and eligibility for any particular Service shall be subject to AutoFi’s discretion. AutoFi may from time to time offer services or functionality in addition to the purchased Services, or, upon reasonable prior notice, modify or delete certain functionality that was previously provided in the Services. By continuing to use the Services after notice of such modifications, Licensee agrees to be bound by such modifications concerning the Services.
(b) AutoFi shall use commercially reasonable efforts to provide Licensee with advanced notice of planned maintenance of the Services that could result in downtime or outages. Notice of unscheduled maintenance shall be provided as soon as practical. Refer to Schedule A for product support services.
2.8 Hardware, Software, and Browser Access. Licensee acknowledges that use of the Services depends on the installation, maintenance, and operation of the appropriate hardware, software, including anti-virus software, and browser connectivity, in each case as set forth from time to time by AutoFi (collectively, the “Interface”). Licensee shall be responsible for all fees in connection with any aspect of the Interface. Licensee shall be responsible for all aspects of the Interface and shall assume any associated risks, including any risks in connection with using open networks (e.g., the Internet). Licensee consents to AutoFi acting as its representative with its service providers and other third parties solely to facilitate the integration of Licensee’s systems with the AutoFi Platform, as more fully detailed on Schedule B.
2.9 Equifax Prequalification Services Terms and Conditions. In the event Licensee subscribes to a Service that provides Licensee with prequalification functionality and the accompanying ability to effect a soft pull credit inquiry for a consumer, AutoFi may provide Licensee with the relevant consumer’s credit score and credit report resulting from the soft pull credit inquiry. As a condition to AutoFi providing such credit score and credit report to Licensee, Equifax Information Services LLC (or such successor credit reporting agency) requires Licensee to adhere to and abide by the terms and conditions set forth on Schedule C. Therefore, Licensee acknowledges and agrees that its right to receive the aforementioned credit scores and credit reports are subject to Licensee’s full compliance with the terms and conditions of Schedule C.
2.10 Reynolds Interface Terms and Conditions. Licensee customers of Reynolds and Reynolds Company and its affiliates (“Reynolds”) who elect to integrate with the AutoFi Reynolds and Reynolds Interface Product agree to be bound by the terms and conditions set forth in Schedule D.
2.11 Customer Information. Notwithstanding anything to the contrary in this Agreement, AutoFi will not retain, use or disclose to third parties identifiable individual Customer information contained in the Data other than to allow AutoFi to fulfill its obligations to Licensee under this Agreement and as may be permitted by Law or this Agreement. AutoFi will not sell identifiable individual Customer information contained in the Data. All rights in the Services not expressly granted to Licensee and its Affiliates herein are reserved to AutoFi, including any rights to AutoFi’s name, logo, and trademarks.
2.12 Additional Limitations. The rights and licenses granted under this Agreement do not allow Licensee or its Affiliates to use the Services on any device that Licensee or its Affiliates do not own or control (or for which Licensee or its Affiliates do not have authorization to install or run the Services). Licensee and its Affiliates may not use or otherwise export the Services outside of the United States.
3. FEES; TAXES
3.1 Fees. Licensee shall pay all fees specified in the Order Form(s) or online purchasing portal. Except as otherwise specified herein or in an Order Form, all payment obligations hereunder are non-cancelable, and fees paid are non-refundable. AutoFi reserves the right, upon prior notice to Licensee, to modify the fees for any Service, and such modification shall be effective as of the end of the current term for the relevant subscription.
3.2 Invoicing. Except as specified in an Order Form or communicated to Licensee from AutoFi from time to time upon reasonable notice, Fees for each month shall be invoiced on the first of the month, pro-rated as of the date the Licensee goes live with the relevant Service (as determined by AutoFi, acting in good faith). Licensee shall pay to AutoFi all fees within ten (10) days from the date of AutoFi’s invoice, or otherwise as agreed through an automated payment processing option made available to Licensee by AutoFi.
3.3 Billing Through an AutoFi-Approved OEM Partner Program. In the event Licensee is enrolled in an AutoFi-approved OEM partner program, and therefore has purchased Services through such OEM partner (including the associated payment of fees), Licensee shall only be required to pay fees hereunder for supplementary or add-on functionality or services or as otherwise agreed in an Order Form.
3.4 Taxes. All amounts and fees stated or referred to in an Order Form are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including VAT).
4. INTELLECTUAL PROPERTY
4.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, AutoFi, its Affiliates, and, as applicable, its third-party licensors reserve all of their right, title, and interest in and to the Services and Data, including all intellectual property rights therein.
4.2 License by Licensee. Licensee grants AutoFi a worldwide, nonexclusive, royalty-free license to use, reproduce, distribute, display, and create derivative works based upon the Data, and authorizes AutoFi’s agents, contractors, and third-party licensors to exercise the foregoing rights for the purposes set forth herein and under the Order Form(s).
4.3 Third-Party Materials. The Services may incorporate functionality supported by third-party providers of products and services, such as RouteOne LLC, Dealertrack, Inc., DealerDirect LLC, d/b/a FordDirect, and J.D. Power and Associates (“Third-Party Materials”). Where so incorporated, the references herein to the Services shall include the Third-Party Materials and the associated rights, obligations, and restrictions. Subject to confidentiality obligations, AutoFi will make available any Third-Party Material license agreement requested by Licensee.
4.4 Improvements. Licensee shall not, and shall procure that its Affiliates shall not, make any improvements or modifications to the Services or create any derivative works based upon the Services (collectively, “Improvements”) without AutoFi’s express written consent. Any such Improvements shall be solely owned by AutoFi and shall be automatically governed by the terms and conditions of this Agreement. Licensee hereby irrevocably transfers and assigns to AutoFi, and agrees to irrevocably transfer and assign to AutoFi (and shall cause its Affiliates to so irrevocably transfer and assign to AutoFi), all right, title, and interest in and to the Improvements, including all intellectual property rights therein.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1 By Licensee. Licensee represents, warrants, and covenants to AutoFi that:
(a) Licensee is a corporation, limited liability company, or limited partnership, duly organized, validly existing, qualified and authorized to transact business in, and in good standing under the laws of the jurisdiction of Licensee’s organization and each jurisdiction in which Licensee performs or will perform Licensee’s obligations under this Agreement.
(b) Licensee has the power, authority and legal right to execute, deliver, and perform this Agreement and Licensee’s obligations under it, including, where applicable, having obtained any necessary consents or made any disclosures necessary to provide the Performance Data. The execution, delivery and performance of this Agreement by Licensee has been duly authorized by all necessary action, and this Agreement is enforceable against Licensee in accordance with its terms.
(c) Licensee is, and throughout the term of this Agreement will remain, duly authorized and properly licensed under all applicable laws to transact business as currently conducted, and to enter into and perform the transactions contemplated under this Agreement
(d) Licensee has an agreement in place with a credit bureau reporting agency such as Equifax, TransUnion, or Experian, allowing it to request and receive credit reports.
(e) Licensee and each Affiliate shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances, including all applicable federal, state, and local consumer protection, privacy protection, and credit reporting laws, rules, and regulations (collectively, “Laws”). Licensee is aware that this includes, as applicable, (A) Licensee’s website’s compliance with all advertising and pricing disclosure Laws and the Americans with Disabilities Act, (B) Licensee’s compliance with all Laws applicable to contacting consumers or prospective consumers through any medium (e.g., the Telephone Consumer Protection Act), and (C) the marketing, displaying and selling of aftermarket products.
(f) Any transmission of data from Licensee’s or any Affiliate’s computer equipment or system will be free from (i) intentionally injurious instructions (e.g. “viruses”) that are designed to modify, damage, delete or disable the Services, (ii) any hidden passwords that permit unauthorized access to the data or the Services by Licensee or any third party, or (iii) contain any embedded code that could trigger, shut down or disable the Services upon the occurrence of any time-related event or other event.
(g) Licensee and each applicable Affiliate shall provide its relevant Consumers the same aftermarket product descriptions, terms and conditions that Licensee offers to the relevant Consumer to consummate the applicable automobile transaction.
5.2 By AutoFi. AutoFi represents, warrants and covenants to Licensee that:
(a) AutoFi is a corporation duly organized, validly existing, qualified and authorized to transact business in, and is in good standing under the laws of Delaware and each jurisdiction in which it performs or will perform its obligations under this Agreement.
(b) AutoFi has the power, authority and legal right to execute, deliver, and perform this Agreement and its obligations under it. This Agreement is enforceable against AutoFi in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, and other laws relating to or affecting creditors’ rights generally and by general equity principles.
(c) AutoFi is, and throughout the term of this Agreement will remain, duly authorized and properly licensed under all applicable laws to transact business as currently conducted, and to enter into and perform the transactions contemplated under this Agreement.
(d) AutoFi will comply with all Laws.
(e) AutoFi has the requisite rights, title or interests in and to the Services, necessary to provide Licensee the rights and licenses granted hereunder.
(f) AutoFi certifies that it understands the restrictions on the sale, use and retention of identifiable individual Customer Information contained in the Data and Performance Data and will comply with the restrictions.
6. CONFIDENTIALITY
6.1 “Confidential Information” means, subject to the exceptions set forth below, any information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of oral disclosure to the other party (the “Receiving Party”) or which a reasonable person would consider as confidential given the nature and circumstances of its disclosure; including without limitation, information and/or data related to Disclosing Party’s business plans, strategies, pricing, technology, research and development, technical information, algorithms, code, current and prospective customers, billing records, and products or services, even if not marked or identified as confidential, unless such information is the subject of any of the exceptions mentioned in paragraph (b) below. For clarity, Confidential Information of AutoFi shall expressly include information about the Services and AutoFi’s business model. Licensee’s Confidential Information shall expressly include its Customer Information.
6.2 Information will not be deemed Confidential Information if such information (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
6.3 During the term of this Agreement, neither party shall use the other party’s Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement, and neither party shall disclose the other party’s Confidential Information except to such party’s employees, agents, advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not used or disclosed in violation of the foregoing, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. The Receiving Party shall be liable for any breach of this provision by any of its employees or agents with whom it shares the Confidential Information. Notwithstanding the foregoing, upon termination of this Agreement, each party shall retain an archived copy of the Confidential Information of the other party in accordance with the party’s standard document retention policy and as required by applicable law.
6.4 If the Receiving Party is required by law, regulation, subpoena or similar process, or court or governmental agency order or written request to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, prior to any disclosure of such requested information, (to the extent not legally prohibited from so doing) give prompt written notice to the Disclosing Party, in order to allow the Disclosing Party to, if practicable, seek a protective order or similar remedy prior to the Receiving Party’s disclosure of such information or obtain other reliable assurance that confidential treatment will be accorded to such Confidential Information. If such protective order or other remedy is not obtained, or is not practicable, the Receiving Party shall furnish only that portion of the Disclosing Party’s Confidential Information which in its judgment is legally required.
6.5 The Receiving Party recognizes that the Disclosing Party’s Confidential Information is of a special, unique, extraordinary and intellectual character, which gives it peculiar value, the loss of which may not be reasonably or adequately compensated in damages in any action at law and that a breach by the Receiving Party of this Section may cause the Disclosing Party irreparable injury and damage. The Receiving Party agrees that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief to prevent a breach of this Section by the Receiving Party without the necessity of proving damages, and neither party shall be required to post bond as a condition of such relief. This Section shall not, however, be construed as a waiver of any rights which the Disclosing Party may have for damages or otherwise, nor shall it limit in any way any other remedies which may result from the breach of this Agreement.
6.6 “Customer Information” means any information that is provided or obtained from a Customer through the use of the Services in connection with automobile financing or potential automobile financing, including (a) name, postal address, social security number, email address, telephone number, date of birth, account number, account history, security codes, credit bureau score, data or information collected about the Customer in connection with applying for, processing, or originating automobile financing, or Customer telephone logs and records, and (b) all “Nonpublic Personal Information” and “Personally Identifiable Financial Information” (as defined in 12 C.F.R. §§ 332.3(b),(n) and (o), respectively).
6.7 Each Party may receive, use and disclose Customer Information solely to the extent permitted by this Agreement and in compliance with Law and any privacy policy provided to the Consumer. AutoFi may collect and utilize Customer Information, in aggregated or other de-identified form, for purposes of developing, delivering and enhancing AutoFi’s products and services and for internal evaluation of trends, system usage, security threats, intrusions and other internal purposes. AutoFi will not, directly or indirectly, sell or otherwise transfer any right in or to the Customer Information or use Customer Information to market any AutoFi products or services (other than the AutoFi Platform) to current or former Customers, except as agreed upon by the parties and permitted by Law. AutoFi will not retain, use or disclose to third parties identifiable individual Customer Information contained in the Data other than to allow AutoFi to fulfill its obligations under this Agreement and as may be permitted by Laws.
6.8 Each party shall comply with all federal, state and local privacy and data protection laws, rules and regulations that are, or which may in the future be, applicable to the terms of this Agreement, including, without limitation, Gramm-Leach-Bliley Act and its implementing regulations (“GLBA”). With respect to any “non-public personally-identifying information,” as defined in the GLBA” (“Customer Information”), each party will, at a minimum, implement and maintain appropriate managerial, administrative, technical, logical and physical safeguards reasonably designed to: (a) ensure against any anticipated threats or hazards to the security or integrity of the Customer Information; and (b) protect against unauthorized access to or use of the Customer Information that could result in substantial harm or inconvenience to the other party or to the individual who is the subject of Customer Information.
7. MARKS
The trademarks, logos, domain names, and service marks (collectively, “Marks”) displayed in the Services are the property of AutoFi, its trademark licensors (including its financing partners), or other parties. Licensee is prohibited from using any Marks for any purpose including use as metatags on other pages or sites on the World Wide Web without the written permission of AutoFi or such third party that may own the Marks. Any of Licensee’s trademarks, logos, domain names, and service marks (collectively, “Licensee’s Marks”) are Licensee’s property and may only be used by AutoFi in accordance with this Agreement. Licensee hereby grants AutoFi a worldwide, nonexclusive, royalty-free license to use and reproduce the Licensee’s Marks in connection with offering the Services and related services contemplated under this Agreement and to authorize AutoFi agents and contractors to exercise the foregoing rights for the purposes set forth herein.
8. LICENSEE SECUTITY OBLIGATIONS
8.1 Data Security. Licensee has and agrees to maintain an information security program containing appropriate measures to protect all the data that it receives in connection with this Agreement, including, without limitation, Customer Information and any other data processed by AutoFi on behalf of Licensee, against accidental or unlawful destruction, alteration, unauthorized disclosure or access consistent with applicable laws and in conformity with data processing industry standards. Licensee will also cause any Affiliates accessing and using the Services to comply with this Section 8(a) and Section 8(b).
8.2 Audit. AutoFi will have the right, annually during the term of this Agreement, to audit Licensee’s and its Affiliates’ respective operations to verify compliance with their respective data security obligations under this Agreement. AutoFi shall provide reasonable advance written notice to Licensee of its intention to conduct such an audit and will conduct the audit during regular business hours of Licensee and its Affiliates, and Licensee and its Affiliates agree to provide reasonable cooperation to AutoFi during such audit. If an audit reveals any non-compliance or a gap in the data security protections by Licensee or its Affiliates, then Licensee and its Affiliates shall take immediate steps to bring themselves into compliance with such data security obligations.
9. TERM; TERMINATION; SURVIVAL
9.1 Term. The term of this Agreement commences on the date Licensee first accepts this Agreement and continues until all subscriptions hereunder have expired or are terminated.
9.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, all subscriptions will automatically renew for additional one-year terms, unless either Party provides the other notice at least thirty (30) days prior to the end of the relevant subscription term.
9.3 Termination. A party may terminate this Agreement for cause (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
9.4 Effects of Termination. Upon termination of this Agreement by either party, Licensee and all Affiliates shall immediately stop using the Services, and shall immediately return to AutoFi all forms, documents, software, training materials, equipment, and any other materials provided by AutoFi to Licensee or its Affiliates relating the Services and its use upon AutoFi’s request, including uninstalling any instance of the Services. In addition, each party will return all Confidential Information of the other party and all fees and other amounts due under this Agreement shall become immediately due and payable.
9.5 Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any termination of expiration of this Agreement: Section 2(d), Section 3(a), Section 4, Section 6, Section 10, Section 11, Section 12, Section 14 and Section 15.
10. INDEMNITY
10.1 In addition to any other rights or remedies contained herein, Licensee shall defend, indemnify and hold harmless AutoFi, and its parent, affiliates, agents, employees; independent contractors and Third-Party Material Licensors from and against any and all losses, liabilities, claims, counterclaims, damages, costs or expenses (including reasonable attorneys’ fees and court costs), whether asserted in a judicial or administrative proceeding by a third party, arising out of or relating to: (i) Licensee’s gross negligence or intentional misconduct in connection with the performance of its obligations under this Agreement; or (ii) breach of Licensee’s and its Affiliates’ obligations under this Agreement, including, without limitation, their respective representations, warranties and covenants under this Agreement, their respective obligations with respect to the Services (including, as applicable, any Third Party Materials) and the AutoFi Marks, and their respective confidentiality and privacy obligations under this Agreement. AutoFi will provide Licensee with prompt written notice of any such claim, allow Licensee to control the defense of the claim, and reasonably cooperate with Licensee in such defense.
10.2 In connection with any claim for infringement with respect to the Services, AutoFi will, at its expense, defend Licensee against any claim that the Services supplied hereunder infringes a U.S. patent, copyright, or other third party right, and AutoFi will pay all costs, damages, and attorneys’ fees that a court finally awards as a result of such claim. To qualify for such defense and payment, Licensee must give AutoFi prompt written notice of any such claim, and allow AutoFi to control, and fully cooperate with AutoFi in, the defense and all related settlement negotiations. Licensee agrees to allow AutoFi, at AutoFi’s option and expense, if such claim has occurred or in AutoFi’s judgment is likely to occur, to procure the right for it to continue using the Software or to replace or to modify it so that it is non-infringing. If neither of the foregoing alternatives is available on terms that are reasonable in AutoFi’s judgment, upon written request, Licensee will cease using the Services, and AutoFi shall refund to Licensee the Fee paid under this Agreement for the Services, pro-rating such refund for the time it was unable to use the Services because of the claim. AutoFi shall have no liability under this Agreement with respect to any claim of infringement or other matter to the extent attributable to any unauthorized or improper use or modification of the Services, any combination of the Services with other software or systems, or any other breach of this Agreement by Licensee in connection with Licensee’s use of the Services. THE FOREGOING STATES AUTOFI AND ITS LICENSORS’ ENTIRE OBLIGATION, AND LICENSEE’S ONLY REMEDY, WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES. AutoFi shall have no liability under this Section 10 to the extent that any third-party claims described herein are based on use of the Services in a manner that violates this Agreement or the instructions given to Licensee by AutoFi.
11. GOVERNING LAW AND WAIVER OF JURY TRIAL
Licensee and AutoFi agree that any dispute arising under or related to this Agreement shall be adjudicated in the State of California. Licensee consents to personal jurisdiction in the State of California for any such dispute. THE PARTIES HERETO RECOGNIZE AND AGREE THAT ANY CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN THE PARTIES UNDER THIS AGREEMENT, ANY SCHEDULE OR ADDENDA TO THIS AGREEMENT, OR ARISING OUT OF THE RELATIONSHIP CREATED BY THIS AGREEMENT OR ANY SCHEDULE OR ADDENDA TO THIS AGREEMENT, WOULD INVOLVE DIFFICULT AND COMPLEX ISSUES THAT WOULD BE MORE APPROPRIATE TO TRY BEFORE A JUDGE WITHOUT A JURY. THE PARTIES DESIRE TO MINIMIZE THE DELAYS, TIME AND EXPENSES THAT ARE INHERENT IN JURY TRIALS AND TO EXPEDITE THE RESOLUTION OF ANY SUCH CLAIMS, DISPUTES AND CONTROVERSIES. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS AGREEMENT, OR ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY SCHEDULE OR ADDENDA TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY TO THIS AGREEMENT OR TO ANY OTHER DOCUMENT RELATED TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS HEREUNDER.
12. NO WARRANTIES; LIMITATION OF LIABILITY
AUTOFI IS NOT RESPONSIBLE FOR ANY ERRORS IN OR OMISSIONS FROM THE INFORMATION CONTAINED IN OR ACCESSED THROUGH, OR RESULTS OBTAINED FROM, THE SERVICES. ALL SUCH INFORMATION AND RESULTS ARE PROVIDED “AS IS” TO LICENSEE AND ITS AFFILIATES WITHOUT EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AUTOFI DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES (I) WILL PERFORM WITHOUT INTERRUPTION OR BE ERROR-FREE OR (II) MEET LICENSEE’S REQUIREMENTS. AUTOFI WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SERVICES, OR FOR THE INCOMPATIBILITY BETWEEN THE SERVICES AND THE LICENSEE’S OR ITS AFFILIATES’ INTERFACE, OR OTHER ISSUES WITH LICENSEE’S USE OF THE SERVICES. AUTOFI SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR: (I) VALIDATING ACCESS TO THE SERVICES FOR ANY USER; (II) DETERMINING THE LEVEL OF ACCESS A USER SHALL HAVE TO THE SERVICES; OR (III) REVIEWING OR MONITORING THE USE OF ANY USER’S PASSWORD BY ANY PERSON. AUTOFI AND ITS AFFILIATES AND SUPPLIERS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO LICENSEE, LICENSEE’S AFFILIATE, AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOST PROFITS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF AUTOFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
USE OF THE SERVICES WIRELESSLY MAY INVOLVE THE ELECTRONIC TRANSMISSION OF PERSONAL INFORMATION ACROSS THE NETWORKS OF WIRELESS SERVICE PROVIDERS. BECAUSE AUTOFI DOES NOT OPERATE OR CONTROL THE WIRELESS NETWORKS USED TO ACCESS THE SERVICES, AUTOFI CANNOT GUARANTEE THE PRIVACY OR SECURITY OF WIRELESS DATA TRANSMISSIONS. IN ADDITION, THE WIRELESS DEVICE BROWSER IS GENERALLY PRE-CONFIGURED BY LICENSEE’S WIRELESS INTERNET SERVICE PROVIDER. LICENSEE SHOULD CHECK WITH SERVICE PROVIDERS FOR INFORMATION ABOUT THEIR PRIVACY AND SECURITY PRACTICES. FOR CUSTOMER INFORMATION OR CONFIDENTIAL INFORMATION SENT TO OR FROM AUTOFI OVER THE INTERNET FROM A MOBILE DEVICE, AUTOFI RESERVES THE RIGHT TO LIMIT SUCH CONNECTIONS TO “SECURE SESSIONS” THAT HAVE BEEN ESTABLISHED USING TRANSPORTATION LAYER SECURITY TLS. AUTOFI WILL TREAT SUCH DATA IN ACCORDANCE WITH THE AUTOFI PRIVACY STATEMENTS. LICENSEE’S WIRELESS SERVICE PROVIDER (INCLUDING WITHOUT LIMITATION ANY ROAMING WIRELESS SERVICE PROVIDER AND ANY WI-FI HOT SPOTS) MAY LEVY FEES OR CHARGES FOR TRANSMISSION OR RECEIPT OF MESSAGES AND OTHER COMMUNICATIONS PERFORMED USING LICENSEE’S EQUIPMENT ON THE WIRELESS SERVICE PROVIDER NETWORK, AND LICENSEE IS SOLELY RESPONSIBLE FOR SUCH CHARGES.
14. AUDIT
During the term of this Agreement and for at least one (1) year after the termination of this Agreement, Licensee shall, and shall procure its applicable Affiliates shall, maintain all books and records relative to their respective obligations hereunder and shall make them accessible to AutoFi’s inspection at a location in the United States. AutoFi shall provide reasonable advance written notice to Licensee of its intention to conduct such an audit and will conduct the audit during regular business hours of Licensee and its Affiliates, and Licensee and its Affiliates agree to provide reasonable cooperation to AutoFi during such audit.
15. MISCELLANEOUS
15.1 Force Majeure. Neither party will be liable for, or will be considered to be in breach of or default under, this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
15.2 Further Assurances. Licensee agrees to perform all acts and execute all supplementary instruments or documents that AutoFi determines are necessary or appropriate to carry out this Agreement. Without limiting the generality of the foregoing, at AutoFi’s request and expense, during and after the term of this Agreement, Licensee will assist and cooperate with AutoFi in all respects and will cause all Licensee’s personnel and Affiliates to assist and cooperate with AutoFi in all respects, and will execute documents and will cause all Licensee’s personnel and Affiliates to execute documents, and will take such further acts reasonably requested by AutoFi to enable AutoFi to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Improvements. Licensee hereby appoints the officers of AutoFi as Licensee’s attorney-in-fact to execute documents on Licensee’s behalf for this limited purpose.
15.3 Severability. Should any term or condition of this Agreement be determined to be invalid, unenforceable, or unlawful, such determination shall not affect any other term or condition of this Agreement; instead, this Agreement shall be construed as if such invalid, unenforceable, or unlawful term or condition had never been in this Agreement.
15.4 Fees and Costs. If a party sues to enforce this Agreement, the prevailing party may recover reasonable attorney fees and actual court costs.
15.5 Waiver and Remedies. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. No failure or delay by a party to insist upon the strict performance of any term or condition under this Agreement or to exercise any right or remedy available under this Agreement at law or in equity, and no course of dealing between the parties, shall imply or otherwise constitute a waiver of such right or remedy, and no single or partial exercise of any right or remedy by any party will preclude any other or further exercise thereof. All rights and remedies provided in this Agreement are cumulative and are in addition to all other available remedies at law or in equity.
15.6 Entire Agreement. This Agreement (including any addenda, schedules, or exhibits referenced in or otherwise made a part of this Agreement) constitutes the entire agreement between the parties relating to the subject of this Agreement and supersedes and replaces any previous Product License Agreement entered into by the parties.
15.7 Notices. Except as otherwise set forth in this Agreement, AutoFi will provide notices to Licensee via the Services or to the individual identified on the relevant Order Form, and Licensee will provide notices to AutoFi in writing by sending an email to notices@autofi.com.
15.8 Relationship. The relationship between Licensee and AutoFi is an arm’s length transaction, and shall not be construed as a joint venture, partnership or principal-agent relationship or contractual servicer of the Contracts, and there is no intention to create any partnership, joint venture, principal-agency or servicer relationship. This Agreement shall not be construed as authority for either party to act for the other in any agency or any other capacity or to make commitments of any kind for the account of or on behalf of the other, except as expressly set forth in this Agreement, or otherwise agreed to by the parties in writing.
15.9 Modification of this Agreement. AutoFi may amend the terms of this Agreement or the Terms and Conditions upon providing prior notice to Licensee. If Licensee uses the Services after AutoFi sends Licensee notice of any such amendment, Licensee shall be deemed to have consented to such amendment of this Agreement or the Terms and Conditions, as the case may be.
15.10 Assignment. AutoFi may assign this Agreement to an affiliate without prior written consent of Licensee. Either party may assign this Agreement to its affiliate or a successor in merger, acquisition, restructuring, sale of all or substantially all assets of it, or similar transaction without the other party’s prior written consent. AutoFi may assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. Except as expressly permitted under this Agreement, neither Licensee nor its Affiliates may assign this Agreement or any of their rights, responsibilities, or obligations under this Agreement, without the prior written consent of AutoFi. Subject to the foregoing, the provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and assigns. The Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein express or implied will give or be construed to give any person other than the parties hereto any legal or equitable rights hereunder.
SCHEDULE A
Product Support Services
Software Issues. AutoFi will review issues with the Services identified by Licensee on a case-by-case basis. If AutoFi determines that a problem exists in a Service, AutoFi will either advise Licensee of plans for an Update (as defined below) or Upgrade (as defined below) containing a fix for the problem or, at its sole discretion, and dependent upon the nature of the problem and the impact to Licensee’s use of the Services, make available to it a temporary patch or workaround during a maintenance window time period mutually agreed upon by AutoFi and Licensee.
Updates. AutoFi may, in its sole discretion, issue a release or version of the Services containing minor functional enhancements, extensions, error corrections, or fixes (each, an “Update”). AutoFi will make Updates available to Licensee as part of the Product Support Services, at no additional charge.
Upgrades. From time to time AutoFi may, in its sole discretion, issue a release or version of the Services that contains new features or significant functional enhancements (each, an “Upgrade”). AutoFi may choose to make Upgrades available to Licensee at no additional charge.
System Maintenance. AutoFi from time to time may conduct systems maintenance to ensure the proper operation of the hosting environment. AutoFi will use commercially reasonable efforts to schedule any non-emergency preventive maintenance that requires the hosting environment to be unavailable at least seven days in advance and to provide notice of the interruption times. AutoFi shall use commercially reasonable efforts to minimize operational interruptions.
Support Desk. Support for the Services can be reached at support@autofi.com and is available from 8:00 a.m. EST to 8:00 p.m. EST Monday-Friday, excluding federal holidays, for all support requests. AutoFi has structured a response plan to address such requests in an efficient and timely manner, addressing the most critical issues first. AutoFi shall use continuous (24 x 7) best efforts toward the resolution of Critical Priority Errors. Cases will be opened upon receipt of request or identification of issue, and incidents will be routed and addressed according to the following:
Severity Level | Error State Description | Target Response Time | Target Resolution Within |
1 – Critical Priority | Renders the Services inoperative, or causes to fail catastrophically | 60 minutes | 4 Hours |
2 – High Priority | Affects the operation of the Services and materially degrades Licensee’s use of the Services | 4 hours | 48 hours |
3 – Medium Priority | Affects the operation of the Services but does not materially degrade Licensee’s use of the Services | 24 hours | — |
4 – Low Priority | Causes only a minor impact on the operation of the Services | 48 hours | — |
EXCLUSIONS. Product Support Services do not include any support for third party software or hardware of any kind, or support of any enhancements to any of the foregoing. AutoFi will not be responsible for correcting any errors not reproducible by AutoFi on the unmodified Services or for correcting any errors caused by: (a) Licensee’s failure to implement all Updates and Upgrades issued to it by AutoFi; (b) any alterations of or additions to the Services made by persons other than AutoFi; (c) changes to the operating system or environment made directly by Licensee, in each case which may adversely affect the Services; (d) use of the Services in a manner for which it was not designed; (e) combination of the Services with other software products not authorized or designated or approved by AutoFi; (f) accident or misuse of the Services by Licensee; or (g) use of the Services by Licensee on an unsupported platform or by unauthorized users.
SCHEDULE B
Consent to Act
Licensee hereby acknowledges and agrees that AutoFi may act on Licensee’s behalf to facilitate the onboarding, set-up, and continued operation of the AutoFi Platform with the Licensee’s systems, including instructing Licensee’s website provider to “inject” AutoFi’s scripts and other tools into the Licensee’s website, instructing Licensee’s application routing provider to activation certain integrations with the AutoFi Platform and requesting the Licensee’s inventory provider to initiate a feed to the AutoFi Platform. Licensee acknowledges that the foregoing actions may be initiated and requested by AutoFi in advance of AutoFi’s receipt of Licensee’s completed onboarding checklist.
Licensee consents to AutoFi’s provision of this Schedule B to any of Licensee’s service providers or other third parties to facilitate the aforementioned actions.
SCHEDULE C
Equifax Prequalification Terms and Conditions
1. Scope. These Prequalification Terms and Conditions establish the terms and conditions pursuant to which Qualified Subscriber may access the Prequalification Information as described herein. The purposes of these Terms and Conditions, “Qualified Subscriber” shall mean the Licensee.
2. Definitions. All capitalized terms used but not defined herein shall have the meanings given them in the Agreement. In addition to the definitions set forth elsewhere in these Prequalification Terms and Conditions, the following terms have the meanings set forth below:
3. License. Subject to Qualified Subscriber’s compliance with the terms of the Agreement (including these additional Prequalification Terms and Conditions), and solely during the license term set forth in the Agreement or the applicable ordering document, VAB grants to Qualified Subscriber and Qualified Subscriber receives a non-transferrable, non-exclusive, revocable license to use the Prequalification Information within the Permitted Territory solely for the Permitted Use set forth below and not for any other purpose.
4. Permitted Use. Qualified Subscriber will only use the Prequalification Information in accordance with the Agreement (including these additional Prequalification Terms and Conditions) and for the following use and no other use (the “Permitted Use”): Qualified Subscriber acknowledges that Prequalification Information consists of consumer reports as defined by the FCRA. Qualified Subscriber certifies that it will use the Prequalification Information only (a) in connection with a
Prequalification Evaluation, (b) in accordance with the FCRA and all state law FCRA counterparts, (c) in accordance with the written instructions of the Consumer Subject, and (d) solely for a single use and for no other purpose.
5. Qualified Subscriber Representations. Qualified Subscriber covenants, represents and warrants that:
6. Storage. Qualified Subscriber may maintain, copy, capture or otherwise retain the Prequalification Information for thirty (30) days only (“Storage Period”); provided that (a) Qualified Subscriber will only use the Prequalification Information for the Permitted Use expressly permitted in these Prequalification Terms and Conditions; (b) Qualified Subscriber must physically and logically segregate Prequalification Information from other consumer reporting agency information; and (c) Qualified Subscriber must have a formal process for expunging Prequalification Information after 30 days. VAB and/or Equifax, reserves the right to review and approve the technical implementation for Qualified Subscriber’s access to the Prequalification Information. After the expiration of the Storage Period, Qualified Subscriber will not maintain, copy, capture or otherwise retain in any manner any Prequalification Information.
7. Disclosing Prequalification Information to Consumer Subjects. Qualified Subscriber will not provide the Prequalification Information to the Consumer Subject unless expressly required by law or approved in writing by Equifax. In the event that Qualified Subscriber discloses the Prequalification Information to the Consumer Subject, Qualified Subscriber shall transmit such information only to the Consumer Subject for which the information pertains, accurately and in its entirety, and include the date the information was last checked or revised by Equifax and the full name and mailing address of the Equifax office identified by Equifax as providing the information. In the event that the Consumer Subject does not qualify for the prequalification for which such Consumer Subject applies or otherwise requests the Prequalification Evaluation, Qualified Subscriber will comply with all applicable laws and regulations requiring adverse action notification to the Consumer Subject (including the provisions of the FCRA, ECOA, all state law counterparts of them, and all applicable regulations promulgated under any of them). In no event shall Qualified Subscriber charge the Consumer Subject a fee or other charges for the Prequalification Information or the Prequalification Evaluation.
8. No Unauthorized Representations. Qualified Subscriber will make no representations or warranties on behalf of Equifax or relating to the Prequalification Information except as authorized in writing by Equifax.
9. Consumer Handling. Qualified Subscriber will refer all Consumers who have questions or dispute Prequalification Information to Equifax. In no case will Qualified Subscriber attempt to, or hold itself out to the Consumer or to the public as being able to handle disputes on behalf of Equifax or to reinvestigate Equifax Information.
10. Promotion and Training. Prior to its publication and release, Equifax must review and approve all Qualified Subscriber-created advertising, marketing and promotional material that describes the Prequalification Information or which refers to the nature or capabilities of Equifax or otherwise mentions or refers to Equifax by name. Equifax will be provided a minimum of twenty (20) business days in which to review such material including any changes thereto.
11. Audit. In addition to any audit or review rights set forth in the Agreement, Equifax may review and audit Qualified Subscriber’s access to and use of the Prequalification Services. Such audit rights include, without limitation, the right to review and audit Qualified Subscriber’s terms and conditions of use applicable to prequalifications, as well as all Consumer consents. In connection with any audits hereunder, Equifax shall have the right, from time to time, to: (1) upon reasonable notice to Qualified Subscriber, enter into Qualified Subscriber’s facilities during normal business hours and conduct on-site audits of Qualified Subscriber’s compliance with the terms hereunder; and (2) conduct audits by mail, email or similar electronic means that may require Qualified Subscriber to provide documentation regarding compliance with the terms hereunder. Qualified Subscriber gives its consent to Equifax to conduct such audits and agrees that any failure to cooperate fully and promptly in the conduct of any audit, or Qualified Subscriber’s material breach of these Prequalification Terms and Conditions, constitute grounds for immediate suspension of service or termination of these Prequalification Terms and Conditions.
SCHEDULE D
Reynolds Interface Terms and Conditions
Licensee customers of Reynolds who elect to integrate with the AutoFi Reynolds and Reynolds Interface Product (for the purposes of this Schedule D, “Qualified End Users”) agree to be bound by the following terms:
1. The Qualified End User is granted a limited license hereunder to operate the Reynolds Interface only with the Interfaced Product and only for one Qualified End User. Reynolds reserves all rights, title and interest in and to the Reynolds Interface.
2. Qualified End User shall not (a) copy, disassemble, decompile, and/or reverse engineer the Interfaced Product and the Reynolds Interface; (b) transfer or provide access to the Interfaced Product and the Reynolds Interface to any third parties; (c) lend, lease, sublicense or pledge the Interfaced Product and the Reynolds Interface; or (d) outsource the Interfaced Product and Reynolds Interface.
3. The Qualified End User is informed by Reynolds that the product(s) provided in connection with the service contain portions of program code owned by third party licensors and such licensors will be entitled to enforce this license as an intended third party beneficiary and the obligations of the licensee cannot be modified or terminated without the written consent of such third party licensors; and that ALL LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).
4. The Qualified End User is informed by Reynolds that all rights to use or maintain possession of the Interfaced Product and the Reynolds Interface will terminate upon the termination of the agreement between Reynolds and AutoFi or the agreement between AutoFi and the Qualified End User, whichever comes earlier.
5. To the greatest extent permitted by applicable law, the Qualified End User grants its DMS provider and AutoFi permission to access Customer Information to the extent necessary to provide the Interfaced Product and the Reynolds Interface and specifically permits Reynolds and AutoFi to provide access to Customer Information to one another for that purpose./
