GENERAL TERMS AND CONDITIONS OF USE
Last updated May 31, 2018.
We offer this website, subject to the following terms and conditions (“Agreement”). Please read this Agreement carefully before using this website. By using this website, you accept the terms and conditions set forth in this Agreement. If you do not agree to the terms and conditions set forth in this Agreement, you must not use this website. We may at any time, at our sole discretion, update and revise this Agreement by posting an amended Agreement on this website; any changes that we make to this Agreement will be effective immediately upon posting. Please check this page periodically for changes to the Agreement; you will be able to determine if this Agreement has been changed since your previous visit by viewing the “Last Updated” information that appears at the top of this Agreement. Your use of this website following the posting of any changes constitutes acceptance of those changes.
As used in this Agreement, the terms “Donlen”, “we” and “us” means Donlen and its affiliates and subsidiaries. Our “affiliates” are the companies (other than us) that at the time are under common control with us; companies in which Donlen directly or indirectly owns a majority interest, are our “subsidiaries.”
You must be at least 13 years of age to use this website. If you are not at least 13 years old, you must not access or use this website.
Copyright. Formal notice of copyright ownership appears on the website. All rights reserved. United States and international copyright laws protect all images, text, programs, and other materials found on this website (the “Site Materials”). Any commercial use of any of the Site Materials is prohibited without the express written consent of the Donlen. You agree not to change or delete any copyright, trademark, or other proprietary notices from materials displayed on or downloaded from this website, and acknowledge that you do not acquire any ownership rights by using this website or the Site Materials.
Trademarks. We or our affiliates own registered service marks including, without limitation, “Donlen”, “FleetWeb”, “Agent Central,” “Safe-Lease”, “DonlenDriver”, “National Auction Index”, “Lifecycle Optimization Tools”, “Donlen Greenkey”, “Greenkey”, “Safecare”, “VehicleViews”, “DC And Design”, “We’re Changing The Way You Work”, “FridayFleet”, “Fleets For Change”, “Ideas. Focus. Solutions”, “Model. Measure. Manage”, “Shopcompanycars”, “Vehicle Optimization Model”, “Donlen and Design”, “Donlen Asset Manager”, “CARE”, “DriverPoint”, “GreenDriver”, and certain unregistered marks. Names, logos and other marks identifying our products or services are our or our affiliates’ proprietary marks, and are protected by United States and international trademark laws. All other trademarks and service marks used on this website are the trademarks, service marks, or logos of their respective owners.
Services. IN ORDER TO ACCESS AND USE DONLEN’S LIFECYCLE OPTIMIZATION TOOLSTM, NATIONAL AUCTION INDEXTM, FLEETWEB® AND/OR ANY OF THE INFORMATION OR SERVICES OFFERED IN CONNECTION THEREWITH (“SERVICES”), you agree to (a) provide accurate, current, and complete information about yourself as prompted by our registration form (including your e-mail address), and (b) to maintain and update your information (including your email address) to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is or becomes inaccurate, not current, or incomplete, we reserve the right to terminate your use of this website and the Services.
Ownership of Services. You understand and agree that Donlen (and, where applicable, its licensors) retains the sole right, title and interest in and to the Services, including, but not limited to, all technical and non-technical information, data and reports (whether in oral, written, graphic or electronic form), all concepts, programming techniques, methodologies and processes utilized by Donlen in connection with the Services, and all related intellectual property and proprietary rights in such Services. By allowing you to use and access the Services for the limited purposes set forth herein, Donlen does not grant, convey, license or imply any other rights, title or interest in or to such Services.
Confidentiality. You agree that you will treat as confidential any and all technical and non-technical information, data and reports (whether in oral, written, graphic or electronic form) relating to the Services, including, but not limited to any information, reports and/or screen-shots that are generated and provided to you through your use of the Services, and all concepts, programming techniques, methodologies and processes utilized by Donlen in connection with the Services (“Confidential Information”). Furthermore, you agree that you shall not publish, transmit, broadcast, license, sell or otherwise distribute the Services or Confidential Information in any form to anyone outside of your company (or within your company unless such persons have been apprised of the terms hereof and acknowledge that they are bound hereby). You further agree that you will take all steps reasonably necessary to ensure that no third parties will obtain access to the Services or Confidential Information, directly or indirectly, in any form or by any means, including access to any screen-shots or reports generated by the use of the Services, without Donlen’s express written consent.
Code of Conduct. While using this website, the Services, and/or the Site Materials, you agree not to:
- Restrict or inhibit any other visitor from using this website, including, without limitation, by means of “hacking,” “denial of service” attacks or defacing any portion of this website;
- Use this website, the Services, or the Site Materials for any unlawful or unauthorized purpose;
- Express or imply that any statements you make are endorsed by us, without our prior written consent;
- Transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene, or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights; (b) any material, non-public information about us, any of our licensees or affiliates, or any third party without the authorization to do so; (c) any trade secret of ours, any of our licensees or affiliates, or any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us);
- Engage in spamming or flooding;
- Modify, adapt, sub-license, translate, sell, transfer, reverse engineer, decompile, or disassemble any portion of this website, the Services, or the Site Materials;
- “Frame” or “mirror” any part of this website or the Services without our prior written authorization;
- Tamper in any way with the software or functionality of this website or the Services, including, without limitation, transmitting or posting any software or other materials to this website that contains any viruses, time bombs, Trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept, or expropriate any system, data, or information;
- Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of this website or its contents;
- Harvest or collect information about visitors to this website without their express consent;
- Create a database by systematically downloading and storing all or any of the information on this website or contained in the Services;
- Make postings of a commercial nature; or
Permit others, including those whose accounts were terminated, to access this website through your account, username or password. Additionally, you agree that you will use the Services only in connection with your own internal business for the purpose of vehicle ordering, study, analysis and reference, or other proper purpose in connection with your relationship with Donlen, and that you shall not use the Services for the purpose of developing or offering software based on concepts, functions or operations similar to those utilized by the Services. Furthermore, you shall not, in whole or in part, reverse engineer, decompile or disassemble, or make any modifications to or derivative works of the Services or the underlying software. In addition, you shall not resell, distribute, or otherwise generate income from the Services, and you shall not remove, cover or change any proprietary notices or markings utilized by Donlen in connection with the Services or its components. In addition, while using the Services, the website and/or the Site Materials, you agree to comply with all applicable laws, rules, and regulations.
Links. This website may contain links to other Internet websites and online resources. Links on this website to other websites or resources shall not be construed as endorsement, control, review or approval of such other websites by us. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such website or content. Further, the treatment of user data by the operators of third party websites may be different from our treatment of user data. For details regarding such operators’ treatment of data about users, you must review their privacy policies or terms and conditions of use or contact them for this information.
Accuracy of Information. Although we strive to ensure the accuracy of the information found on this website, neither we, nor our affiliates, licensees, suppliers, or agents, can be held responsible by you for the accuracy of such information. It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all information provided on this website.
Disclaimers. WE PROVIDE THIS WEBSITE, THE SERVICES AND THE SITE MATERIALS, AND ANY PRODUCT OR SERVICE OBTAINED THROUGH OR IN CONNECTION WITH THIS WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN, AGREEMENT WITH US TO WHICH YOU ARE A PARTY WITH REGARD TO A PARTICULAR PRODUCT OR SERVICE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, UNLESS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN, AGREEMENT WITH US TO WHICH YOU ARE A PARTY WITH REGARD TO A PARTICULAR PRODUCT OR SERVICE. WE AND OUR AFFILIATES AND AGENTS DO NOT WARRANT THAT YOUR USE OF THIS WEBSITE, THE SERVICES, OR THE SITE MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, THIS WEBSITE (OR THE SERVER(S) ON WHICH IT IS HOSTED) OR RELATED SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE, AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SERVICES AND THIS WEBSITE, AND ALL CHARGES RELATED THERETO. NO OPINION, ADVICE, OR STATEMENT OF US OR OUR AFFILIATES, AGENTS, OR VISITORS, WHETHER MADE ON THIS WEBSITE, IN THE SERVICES, OR IN THE SITE MATERIALS, OR OTHERWISE, SHALL CREATE ANY WARRANTY, UNLESS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN, AGREEMENT WITH US TO WHICH YOU ARE A PARTY WITH REGARD TO A PARTICULAR PRODUCT OR SERVICE. YOUR USE OF THIS WEBSITE AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
Conflicts. In the event a conflict arises between any information posted on this website, the Services, this Agreement, and/or any contract you have with us, the terms of your contract with us will prevail over this Agreement and the information posted on this website and contained in the Services, and this Agreement will prevail over information posted on this website and contained in the Services.
Limitation of Liability. AS A CONDITION OF YOUR USE OF THIS WEBSITE AND THE SERVICES, YOU AGREE THAT NEITHER WE, NOR ANY OF OUR SUBSIDIARIES, AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, OR AGENTS, WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, OR CONSEQUENTIAL LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, LOST DATA, INTERRUPTED COMMUNICATIONS, DAMAGES, EXPENSE, OR COSTS RESULTING DIRECTLY OR INDIRECTLY FROM OR OTHERWISE ARISING IN CONNECTION WITH:
- THE USE OF THIS WEBSITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING OR ARISING FROM YOUR RELIANCE ON THIS WEBSITE, THE SERVICES, OR ANY INFORMATION OR MATERIALS FOUND ON THIS WEBSITE OR IN THE SERVICES OR HYPERLINKED FROM THIS WEBSITE OR FROM THE SERVICES, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSIONS, EAVESDROPPING BY THIRD PARTIES, OR ANY FAILURE OF PERFORMANCE OF THIS WEBSITE OR THE SERVICES;
- GOVERNMENT RESTRICTION, STRIKES, WAR, ANY NATURAL DISASTER OR FORCE MAJEURE, POWER FAILURES, LARGE INCREASES IN ON-LINE ACTIVITY IN A SHORT PERIOD OF TIME (USAGE SPIKES), VIRUSES, CATASTROPHIC HARDWARE FAILURES, ATTACKS ON OUR SERVERS, FIRES, EARTHQUAKES, FLOODS, UNUSUALLY SEVERE WEATHER, OR ANY OTHER CONDITION BEYOND OUR REASONABLE CONTROL LIMITING, PREVENTING OR OTHERWISE AFFECTING EITHER YOUR ACCESS TO OR USE OF THIS WEBSITE, THE SERVICES, OR SITE MATERIALS OR OUR ABILITY TO PROVIDE PRODUCTS OR SERVICES IN CONNECTION WITH THIS WEBSITE OR THE SERVICES; OR
LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THIS WEBSITE OR THE SERVICES, OR INTERCEPTION OF ANY SUCH INFORMATION BY UNAUTHORIZED THIRD PARTIES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS WEBSITE, THE SERVICES, AND/OR SITE MATERIALS CONTAINED WITHIN THIS WEBSITE IS TO STOP USING THIS WEBSITE, THE SERVICES, AND/OR SITE MATERIALS, AS APPLICABLE.
Indemnification. Without limiting the generality or effect of other provisions of this Agreement, you agree to indemnify, hold harmless, and defend us, our subsidiaries, affiliates, licensees, subcontractors, and agents, and each of our or their officers, directors, and employees, from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (a) your breach or alleged breach of this Agreement, including any violation of the Code of Conduct above; and (b) your use of this website or the Services and engagement in transactions on this website and through the Services including, but not limited to, use of the Site Materials.
Availability of this Website or Services. This website is usually available 24 hours a day, 7 days a week. However, we retain the right to make this website or the Services unavailable from time to time for any reason or no reason. We shall not be liable for any damages arising from any interruption, suspension, or termination of this website or the Services.
Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by us infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the website; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. Notices and counter-notices with respect to this website should be sent to Ilese Flamm, General Counsel, Donlen, 3000 Lakeside Drive, 2nd Floor, Bannockburn, Illinois 60015. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Void Where Prohibited. Although this website is accessible worldwide, not all products or services discussed or referenced in this website are available to all persons or in all geographic locations or jurisdictions. In addition, restrictions may apply to use of products or services obtained in one jurisdiction in other jurisdictions. Those who choose to access this website and the Services do so on their own initiative and at their own risk, and are responsible for compliance with their local laws, if and to the extent such local laws are applicable. You may not use or export the Site Materials or products and services available through this website in violation of applicable export laws and regulations. We, and our affiliates, licensees, suppliers and agents, reserve the right to limit the availability of this website and/or the provision of any product or service to any person, geographic area or jurisdiction we or they so desire, at any time and in our or their sole discretion.
Applicable Law. Except to the extent expressly provided in the following paragraph, this Agreement (including any of our policies referred to herein) shall be governed by and construed in accordance with the laws of the State of Illinois in the United States without regard to Illinois’ conflict of law provisions. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods. If you are a citizen or resident of the United States, a U.S. commonwealth or a U.S. territory, or if you are accessing this website from the United States, you hereby agree that any disputes arising under or in connection with this Agreement, this website, and/or the Site Materials shall be submitted for resolution to either the U.S. District Court for the Northern District of Illinois located in the City of Chicago in the State of Illinois or a state court located in Cook County in Illinois, and you hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts.
If you: (a) are a Canadian citizen; (b) reside in Canada; and (c) are accessing this website from Canada, any disputes arising under or in connection with this Agreement (including any of our policies referred to herein), this website, the Services and/or the Site Materials shall be governed by the law of the Province of Ontario, without regard to any conflict of laws provisions; and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the Province of Ontario.
Notwithstanding the foregoing, the law and forum governing any product or service that you purchase or otherwise obtain from us, our affiliates, licensees, or associates shall be as specified in the applicable contract with us pertaining to such product or service.
Other General Provisions. We reserve the right to immediately terminate your access to and use of this website, the Services, or any portion thereof, or to eliminate any content, feature or service of this website or the Services, at any time and for any reason, with or without cause. Headings found in this Agreement are for reference only. A party’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. This, together with any of our policies referred to herein, is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between you and us regarding the same subject matter (except other written, fully-executed contracts between you and us). Neither the course of conduct between you and us, nor trade practice shall act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of this Agreement, which shall remain in full force and effect. This Agreement is not assignable, transferable or sublicensable by you except with our prior written consent.
Legal Notice for Canadian Residents. This Agreement has been written in English, and you waive any right you may have under any laws to have this Agreement written in any other language. You represent that you have the ability to read and write in English and you have read and understood this Agreement. If this Agreement is translated into a language other than English, the English version and interpretation shall govern and prevail. All communications between the parties hereunder shall be in English.
Il est de la volonte expresse des parties que le present contrat et tous les documents qui s’y rattachent soient rediges en langue anglaise, exception faite des documents pour lesquels la loi exige l’usage exclusif du francais.
Website Operator and Contact Information. This website is operated by Donlen.
Site Operator Address:
3000 Lakeside Drive, 2nd Floor
Bannockburn, Illinois 60015
©2018 Donlen. All Rights Reserved