Network Auto Exchange

Welcome to the Dealership Agreement for Network Auto Exchange, LLC. (for purposes of clarity NAE shall be used in this document in place of Network Auto Exchange, LLC.). This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of www.netautox.com and networkautoexchangellc.com If you do not agree to be bound by the terms and conditions of this Agreement or are not eligible, please be advised to not use our services.

You must read, agree with, and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of NAE. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as an NAE member. By accepting this User Agreement, you also agree that your use of other NAE websites will be governed by the terms and conditions posted on those websites.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective within one calendar month after they are initially posted on our site and shall be considered public knowledge. This Agreement may not be otherwise amended except in a writing signed by you and NAE. This Agreement is effective on September 15, 2008 for registering users.

1. Eligibility Requirements: Our services are available only to licensed dealerships and individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to temporarily or indefinitely suspended NAE members. If you are a minor, you can use this service only in conjunction with your parents or guardians. If you do not qualify, please do not use our services. Further, your NAE account (including feedback) and User Id may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
2. Fees and Services: Joining NAE is fee based service as set forth in our contract with you. We may change our Fees and Credits Policy from time to time. Our changes to the policy are effective after we provide you with at least fourteen (14) days' notice of the changes by posting the changes on this page. When you list an item you have an opportunity to review and accept the fees that you will be charged for the use of our listing services. We may in our sole discretion change some or all of our services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service. You are responsible for paying all fees associated with using our service and our website and all applicable taxes.
3. NAE is a Venue.
   1. NAE is not an Auctioneer. Although we are commonly referred to as an online auction dealer to dealer web site, it is important to realize that we are not a traditional "auctioneer. " Instead, our site acts as a venue to allow anyone to offer (place ) , sell (bid ), and buy just about any industry merchandise and services, at anytime, from anywhere, in a variety of pricing formats. “We are not involved in the actual transaction between buyers and sellers. As a result, we have no control over the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. We cannot ensure that a buyer or seller will actually honor a transaction partially or completely. Our guarantee program when applicable for a vehicle will be honored by NAE and we will endeavor to insure your satisfaction as a buyer within our process.
   2. User Verification. We use many techniques to identify our users when they register on our site. However, because user verification on the Internet is difficult, NAE cannot and does not confirm each user's purported identity. Thus, we have established a user-initiated feedback system to help you evaluate with whom you are dealing. We also encourage you to communicate directly with potential trading partners through the tools available on our site provided by NAE at your request at time of initial singing of our agreement as a participant of this association. We do reserve the right to contact you directly by any and all means of communication that you leave to us at the time of registration (applies to dealers the most).
   3. Liability Release. Because we are a venue, in the event that you have a dispute with one or more users, you release NAE (and our officers, directors, agents, subsidiaries, joint ventures and employees) from direct responsibility and can invoke our guarantee policy as defined by NAE as guarantor of the vehicle in question, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
   4. Information Management. We do not control/manage the information provided by other users that is made available through our system. You may find other user's information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using our site. Please note that there are also risks of dealing with underage persons or people acting under false pretense.
4. NAE provides a comprehensive vehicle guarantee which applied to vehicles classified as green and does provide a guarantee of some vehicles classified as yellow. It shall be the seller’s responsibility to insure the vehicles has been fully disclosed in the NAE vehicle condition report and all damage had been identified in text or in photographs.
5. Listing Description:
   1. You must be legally able to sell the item(s) you list for sale on our site. You must describe your item and all conditions of sale on the listing page and in accordance with the NAE approved vehicle condition report. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate auction listing.
   2. Fraud. Without limiting any other remedies, NAE may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with our site. This would also include any intentional fraudulent acts that lead to the purchase of said vehicle to a buyer in which they have been misled by the sellers posted materials.
   3. Manipulation. Neither you, bidders, nor sellers may manipulate the price of any item nor may you interfere with other user's listings or transactions. As a seller you are obligated to possess the product to engage into the auction. NAE reserves the right to suspend you from using any and all NAE services if product you promised has never existed / was never available. Suspension will range anywhere from one month up to complete termination of User Account and a denial for future membership. All violations may be reported at info@netautox.com. Seller must notify NAE through personal user account if he/she is no longer in possession of the product.
6. Your Information:
   1. Definition. "Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing process, in any public message area or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.
   2. Restricted Activities. Your Information (or any items listed) and your activities on the site shall not:
      1. be false, inaccurate or misleading;
      2. be fraudulent or involve the sale of counterfeit or stolen items;
      3. Infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
      4. violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising);
      5. be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors;
      6. contain any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
      7. create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and
      8. link directly or indirectly to or include descriptions of goods or services that:
         1. are prohibited under this Agreement;
         2. are identical to other items you have up for auction but are priced lower than your item's reserve or minimum bid amount;
         3. are concurrently listed for sale on a web site other than NAE's (this does not prevent linking to or advertising an NAE item from another web site);
         4. you do not have a right to link to or include. Furthermore, you may not list any item on the site (or consummate any transaction that was initiated using our service) that, by paying to us the listing fee or the final value fee, could cause us to violate any applicable law, statute, ordinance or regulation.
   3. License. Solely to enable NAE to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. NAE will only use Your Information in accordance with our Privacy Policy.
7. Access and Interference. Our web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the NAE site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to NAE by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of NAE or the appropriate third party.
8. Feedback. Integrity. You may not take any actions that may undermine the integrity of the feedback system. If you earn a net feedback rating of, your membership may be suspended, and you may be unable to purchase or sell. You acknowledge that your feedback consists of comments left by other users and a composite feedback number compiled by NAE, and that the composite number without the comments does not convey your full user profile. Because feedback ratings are not designed for any purpose other than for facilitating trading between NAE users, you agree that you shall not market or export your NAE feedback rating in any venue other than an NAE operated website. We do not provide you the technical ability to import feedback from other (non-NAE operated) websites to NAE because a composite number, without the corresponding feedback does not reflect your true online reputation within our community.
9. Breach. Without limiting other remedies, we may immediately remove your item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if:
   1. You breach this Agreement or the documents it incorporates by reference;
   2. We are unable to verify or authenticate any information you provide to us; or
   3. We believe that your actions may cause financial loss or legal liability for you, our users or us. NAE uses a dealership evaluation system that is part of our public domain and other dealerships will have access to said dealers evaluation system so they can make decisions as to the character of a sell on the auction. Violations of fair practice will result in lowering the individual standing by one point for every violation dealing with posting a fraudulent condition report and or a vehicle in preparation for auction.
10. Privacy. Please review our Privacy Policy. We view protection of users' privacy as a very important community principle. We understand clearly that you and your information is one of our most important assets. We use third parties to verify and certify our privacy principles. If you object to your Information being transferred or used in this way please do not use our services.
11. EMAIL COMPLIANCE RULES. The following rules apply to NAE customers with respect to emails that are given to (a) sellers, (b) buyers, (d) dealers, (c) other 3rd parties doing business for profit or otherwise.
    1. No Misleading Headers or Other Masking of Email Origin - An email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. A subject heading of the message likely would mislead a reasonable recipient as to the contents or subject matter of the message.
    2. No Sale or Transfer of given out Email Addresses - Email addresses recipients (buyers and sellers) are generally prohibited from selling or otherwise transferring email addresses or any other purchased contact information about other NAE users (buyers/ sellers).
    3. No Sexually Oriented Material in Email Messages - Emails may not contain any sexually oriented material.
    4. No Invalid Email Account Generation - Senders may not use scripts or other automated means to register for multiple online user accounts.
    5. No Unlawful Retransmission of Emails - Senders are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.
12. No Warranty. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESSLY, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
13. Liability Limit. IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 3 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
14. Indemnity. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
15. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items.
16. No Agency. You and NAE are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
17. Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to NAE Attn: Legal Department Block, Janney & Pascal 138 Main Street Norwich CT 06360 (in the case of NAE) or to the email address you provide to NAE during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to NAE during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
18. Arbitration. Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by NAE to collect our fees and/or recover damages for, or obtain an injunction relating to, the NAE site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New London, Connecticut, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or NAE may seek any interim or preliminary relief from a court of competent jurisdiction in New London Connecticut necessary to protect the rights or property of you or NAE pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $350.00.
19. Additional Terms. The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on our site: Privacy Policy: www.netautox.com/privacy.aspx Each of these policies may be changed from time to time and are effective immediately after we post the changes on our site, except for the Privacy Policy for which we will provide you with thirty days prior notice. In addition, when using particular services on our site, you agree that you are subject to any posted policies or rules applicable to services you use through our site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.
20. General Guidelines. This Agreement shall be governed in all respects by the laws of the State of Connecticut as such laws are applied to agreements entered into and to be performed entirely within Connecticut between Connecticut residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by NAE, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
21. Disclosures. The services hereunder are offered by Network Auto Exchange, LLC., 105A Pequot Avenue, New London Connecticut 06360. If you are a Connecticut resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity.