Terms of service.

These Terms and Conditions for the GV AUTO LEADS Master Services Agreement (the “Terms”), together with all enrollment forms and Orders submitted by Customer that reference these Terms, are the Master Services Agreement (the “Agreement”) that governs your use of the Services whether free, paid, subscription, beta, or trial. The terms “you” and “your” mean the person or legal entity that submits Orders to GV AUTO LEADS referencing these Terms, uses the Services, and/or creates or uses an Account.

THE PERSON SIGNING THE AGREEMENT, CLICKING A BOX INDICATING ACCEPTANCE, EXECUTING AN ORDER, OR USING THE SERVICES (WHETHER PAID, BETA, OR TRIAL) ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, INCLUDING SECTION 13 THAT REQUIRES THE USE OF BINDING ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE CUSTOMER.

1. Definitions

All capitalized terms used in this Agreement shall have the meanings specified herein and shall be equally applicable to both the singular and plural forms. The word “person(s)” shall include any legal entity(ies) as well as natural person(s). The words “including,” “include,” and “includes” shall each be deemed to be followed by the words “without limitation.”

1.1. “Account” means login information including, but not limited to a username, password, personal name, etc. used to access the Services.

1.2. “Advertisement” means methods and technology for creating and publishing advertisements, meta data, and other advertisement related content.

1.3. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.4. “Beta Program” means a service that GV AUTO LEADS makes available to select customers prior to making such service available to the general public.

1.5. “Customer Content” means the data and content that Customer submits to the Services, or to GV AUTO LEADS, or is polled by the Service in performance of this Agreement, including inventory related data, images, copyrighted works including marketing material, Customer’s logos, marks, trademarks, and other intellectual property.

1.6. “Customer” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity. Direct competitors of GV AUTO LEADS shall not be proper Customers of GV AUTO LEADS and are prohibited from enrolling in or otherwise accessing the Services.

1.7. “Documentation” means all documents describing the Services subject to an Order that are made available by GV AUTO LEADS including usage guides, policies, and online help documents as updated from time to time.

1.8. “Interaction” means an interaction with an Advertisement, including without limitation a click, that results in the redirection of the user to a location specified by the data in the Advertisement.

1.9. “Marketing Budget” means a dynamic budget for publishing digital marketing campaigns on behalf of Customer to solicit Interactions, as agreed upon by GV AUTO LEADS and Customer from time to time that may vary based on the type or other characteristic of an Interaction as specified on each Order.

1.10. “Order” means all enrollment forms, ordering documents (whether electronic or paper form), submissions through a Service offered by or on the behalf of GV AUTO LEADS, order forms, insertion orders, or statements of work, including any addenda and supplements thereto, submitted by or on behalf of Customer referencing this Agreement or in furtherance of the provision of the Services to Customer that are accepted by GV AUTO LEADS. All Orders shall be incorporated into this Agreement.

1.11. “Placement” means a virtual location where Advertisements are published, including for example websites, mobile applications, and mobile media.

1.12. “GV AUTO LEADS” means GV AUTO LEADS, Inc., together with its Affiliates.

1.13. “Service Provider” means a third-party that is authorized to act on behalf of GV AUTO LEADS to provide certain of the Services, affiliates, and/or online publishers or operators of Placements for Advertisements.

1.14. “Services” means the products and services that you order from GV AUTO LEADS through each Order, whether paid, as part of a trial, or a Beta Program and as further described by the Documentation.

1.15. “VIN” a single vehicle having associated with it a unique identification number.

2. Enrollment in and Activation of the Services

2.1. Customer will cooperate with GV AUTO LEADS to activate and enable the Services by doing the following at the request of GV AUTO LEADS:

(a) grant GV AUTO LEADS access to Customer’s Google Analytics account and inventory feed and grant necessary permissions to install Google Tag Manager scripts onto Customer’s website, and Customer agrees that its use of any such third-party product shall be governed by the then-current standard terms and conditions of the software licensor (e.g., Google);

(b) instruct each of its administrators to facilitate the integration of a GV AUTO LEADS tracking script, which will inform Google Analytics regarding the Interactions between internet users and Customer’s Placements;

(c) obtain all rights necessary to provide the Customer Content to GV AUTO LEADS.

2.2. While providing Services to Customer in accordance with this Agreement, GV AUTO LEADS will:

(a) obtain all rights necessary to provide the Services to Customer under this Agreement that are not otherwise the obligation of Customer to obtain;

(b) make the Services available to Customer on a recurring subscription as specified in each Order;

(c) provide applicable standard support if Customer purchases Services directly from GV AUTO LEADS although support may be the responsibility of a reseller, agency, or other third party if Services are purchased indirectly through such third party;

(d) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime, in which case GV AUTO LEADS will use commercially reasonable efforts to give advance notice to Customer; (ii) in the case of a Beta Program or a trial, which shall be provided AS IS and AS AVAILABLE; and (iii) any unavailability caused by circumstances beyond GV AUTO LEADS’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack;

(e) deliver reporting that includes information regarding the use of the Services including a summary aggregation of Interactions;

(f) provide the Services in compliance with all applicable laws, rules, and regulations; and

(g) maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Content in accordance with its Privacy Policy (located at: https://gvautoleads.com/privacy-policy/) as amended from time to time.

2.3. By submitting any Order or using any Services, Customer is agreeing to the terms of the GV AUTO LEADS Privacy Policy