Welcome to VehicleHistory.com, which is owned and operated by Vehicle History, Inc. ("VHI" or "Company")!
- 1.1.Effective Date. The effective date of this Agreement is February 24, 2017.
Company recommends that you read the following terms and conditions carefully. By accessing
or using the VHI website, the VHI Service, including any software, plug-ins or mobile applications made
available by VHI (together, the "Website" or "Service"), however accessed or used, you agree to be bound by
these terms (the "Terms of Service" or the "Agreement"). We encourage you to print the Agreement or save
it to your computer for reference.
By using the Service, you represent and warrant that you have read and
- 1.4.No Permission Without Agreement.
If you do not understand this Agreement, or do not agree to be
cease accessing or using the Service.
- 1.5.Arbitration and Remedies.
These terms contain a mandatory arbitration of disputes provision that
requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or
class actions, and also limits the remedies available to you in the event of a dispute. See Section 25
(Dispute Resolution) for full details.
By using the Service, you consent to the collection and use of certain information about you, as specified in the Privacy
Internet technology and the applicable laws, rules, and regulations change frequently. VHI reserves the right to change
- 4.1.By accessing and/or using the Service, including by doing so after accessing this Agreement, you represent
and warrant that you are at least 18 years old, and are otherwise legally qualified to enter into and form
contracts under applicable law.
- 4.2.Corporate Use. If you are using the Service on behalf of a company, you further represent and warrant that
you are authorized to act and enter into contracts on behalf of that company.
5. Technology Platform
Without limitation, you agree that VHI is merely a technology platform, and that you use the Service at your own risk
and pursuant to Section 10 (Assumption of Risk; Release) and Section 8 (Vehicle Information Disclaimers).
Subject to your compliance with these Terms of Service, VHI grants you a non-exclusive, non-sublicensable, revocable
as stated in this Agreement, non-transferable license to access the Website, and to use the Service. No part of the
Service, including the Website, may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted,
or otherwise exploited for any commercial purpose without the prior express written consent of VHI. All rights not
expressly granted in this Agreement are reserved by VHI. Without limitation, this Agreement grants you no rights to the
intellectual property of VHI or any other party, except as expressly stated in this Agreement. The license granted in this
section is conditioned on your compliance with this Agreement. Your rights under this section will immediately
terminate if, in the sole judgment of VHI, you have breached any provision of this Agreement.
7. Software Updates
VHI reserves the right, in its sole discretion, to update, modify, or remove the features, functionality, or other aspects of
its Website and Service at any time.
8. Vehicle Information and Pricing Disclaimers
VHI provides the Website for informational purposes only. All vehicle information, reports, prices, sales
incentives, rebate information displayed on the Website are gathered from sources and based on algorithms
that are believed by VHI to be reliable (other than user-submitted content, as to which VHI makes no such
representation), but VHI does not and cannot verify this information as to each and every vehicle and no
assurance can be given that this information is accurate, complete or current. VHI is not responsible for any
loss or damage resulting from your reliance on any such information or other content. Purchasing a vehicle is a
big decision, and it is up to you to confirm any information you receive regarding a particular vehicle before
you purchase it.
9. No Reliance on Third Party Content
Opinions, advice, statements, or other information made available through the Service by third parties are those of
their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for their
content. VHI does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information accessible
on or through the Service; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion,
advice, or statement made by a third party through the Service. Under no circumstances will VHI be responsible for any
loss or damage resulting from your reliance on information or other content posted through the Service transmitted to
or by any third party.
10. Assumption of Risk; Release
You knowingly and freely assume all risk when using the Service. You, on behalf of yourself, your personal
representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify
VHI and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees,
successors, and assigns (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury,
property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to
third parties, that may result from your use of the Service.
11. User Account, Accuracy, and Security
- 11.1.User Account.
To use the Service, you may be required to register and create a user account
("Account"). During the Account creation process, you will be asked to provide information that
personally identifies you ("Personal Information").
- 11.2.Profile Viewable By Members.
All users of the Service have Profiles, which include some of the Personal
Information provided during Account registration. These Profiles may be accessible by other members who have
registered with the Service, created Accounts, and connected with each other. However, VHI cannot guarantee
that the Personal Information in your Profile will remain private to registered users of the Service.
- 11.3.Account Information Accuracy.
You represent and warrant that all user information you provide in connection
with your Account and your use of the Service is current, complete, and accurate, and you agree that you will
update that information as necessary to maintain its completeness and accuracy by updating your personal
Profile. You agree that you will not submit any fake content (including without limitation any Account, username,
likeness, or Profile) to willfully and credibly impersonate another person, whether actual or fictitious. As a
non-exhaustive example, you agree that you will not upload a Profile image that is not your likeness, or provide
inaccurate information about certifications. If VHI believes in its sole discretion that the information you provide
is not current, complete, or accurate, VHI has the right to refuse you access to the Service, or to terminate or
suspend your access at any time, or both. For additional information, see the Section concerning "User Ability to
- 11.4.No Pseudonyms.
You must use your real name on VHI; pseudonyms are not allowed. Any use of a pseudonym
violates Section 11.4 (Account Information Accuracy) and is cause for suspension or deletion of your Account.
- 11.5.Account Security.
You may also be asked to provide a username, password, and possibly other information to
secure your Account. You are entirely responsible for maintaining the confidentiality of your password. You may
not use the username or password of any other person, nor may you share your username and password, nor
may you circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other
information to gain unauthorized access to the Service. You agree to notify VHI immediately of any unauthorized
use of your Account. VHI shall not be liable for any loss that you incur because of someone else using your
Account, either with or without your knowledge. You may be held liable for any losses incurred by VHI, its
affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of
12. Interactions with Other Users
You are solely responsible for your interactions with other VHI users. You acknowledge and understand that VHI has
not, and does not, in any way guarantee that it will: (a) screen its users; (b) inquire into the backgrounds of its users;
or (c) review or verify the statements of its users. You agree to exercise reasonable caution in all interactions with other
users, particularly if you decide to meet another user in person. VHI does not represent, warrant, endorse, or
guarantee the conduct of its users. In no event shall VHI be liable for indirect, special, incidental, or consequential
damages arising out of or relating to any user's conduct in connection with such user's use of the Service, including,
without limitation, bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or any other
damages resulting from communications or meetings between users.
13. Consent to Receive Electronic Communications from Company
By registering for the Service and providing your name, email, postal or residential address, and/or phone number
through the Service, you expressly consent to receive electronic and other communications from VHI, over the short
term and periodically, including email and short-message service ("SMS" or "text message") communications. These
communications will be about the Service, new product offers, promotions, and other matters. You may opt out of
receiving electronic communications at any time by following the unsubscribe instructions contained in each
communication, or by sending an email to firstname.lastname@example.org. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
14. Consent to Receive Electronic Communications from Users
Without limitation, by registering for the Service and providing your name, email, postal or residential address, and/or
phone number through the Service, you consent to receive electronic communications, including email, instant
messages, video conferencing, and other personal messages from other users of the Service.
Currently, VHI does not charge any fee for use of the Website or any Service. VHI reserves the right to add fees or paid
Services in the future, at which time this section of the Agreement will be updated and you will be notified before any
charges are incurred.
16. Third Party Websites
The Service is linked with the websites of third parties ("Third Party Websites"), some of whom may have established
relationships with VHI and some of whom may not. VHI does not have control over the content and performance of
Third Party Websites. VHI has not reviewed, and cannot review or control, all of the material, including computer
software or other goods or services, made available on Third Party Websites. Accordingly, VHI does not represent,
warrant, or endorse any Third Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the
information, material, goods, or services available through Third Party Websites. VHI disclaims, and you agree to
assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from
your use of Third Party Websites.
17. User Content
- 17.1.User Content Defined.
"User Content" is any content, material, or information, not including personally
identifiable information (e.g., first and last name, address, phone number, email address, etc.), that you submit,
upload, and/or post to, or transmit, display, perform, or distribute through the Service, whether in connection
with your use of the Service or otherwise. This includes, without limitation, personal photos and videos.
- 17.2.You Own Your User Content.
VHI does not claim ownership of any User Content. You retain all right, title, and
interest, including without limitation all worldwide intellectual property rights, in and to your User Content.
- 17.3.License of User Content. By submitting, uploading, or posting User Content in any form with, through, or
to the Service, you grant the Company Parties a royalty-free, perpetual, non-exclusive, unrestricted, fully
paid-up, worldwide, sublicensable, revocable (as set forth in Section 6 (License) of this Agreement),
assignable license to copy or otherwise reproduce, modify, adapt, translate, distribute, enhance,
transmit, publicly display or perform, reformat, and/or otherwise use User Content in connection with
the operation of the Service, or any other similar or related business, in any medium now existing or later
devised, including without limitation in advertising and publicity. You further agree that the Company
Parties may publish or otherwise disclose your personal information in connection with their exercise of
the license granted under this section. You agree to waive, and waive, any claims arising from or relating
to the exercise by the Company Parties of the rights granted under this section, including without
limitation any claims relating to your rights of personal privacy and publicity. You will not be
compensated for any exercise of the license granted under this section.
- 17.4.Your Representations About User Content.
You represent and warrant that you: (a) own all rights, title, and
interest in and to all User Content you submit, or are otherwise authorized to grant the rights provided the
Company Parties under this section; or (b) have written consent, release, and/or permission of every identifiable
individual person in any User Content you submit to use the name and likeness of every identifiable person in the
User Content. You agree that you will not submit any User Content that does not fully comply with VHI's
prohibitions against Objectionable Content, as detailed in Section 19 (Objectionable Content).
- 17.5.Company's Right to Reject User Content.
VHI reserves the right, in its sole discretion, to reject any User
Content for any reason. The categories specified in Section 19 (Objectionable Content) and Section 20 (Prohibited
Uses) are not exhaustive lists of content that VHI reserves the right to remove or deny.
18. Your Responsibility for Defamatory Comments
- 18.1.You agree and understand that you may be held legally responsible for damages suffered by other users or third
parties as the result of your remarks, information, feedback, or other content posted or made available through
the Service that is deemed defamatory or otherwise legally actionable. Under Section 230 of the Federal
Communications Decency Act of 1996, VHI is not legally responsible, nor can it be held liable for damages of any
kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information,
feedback, or other content posted or made available through the Service.
- 18.2. If you raise or file any claim against VHI for conduct that a Court of Competent Jurisdiction later finds to
constitute an "exercise of a publisher's traditional editorial functions," or the legal equivalent, you agree to fully
and immediately compensate VHI for all losses, liability, damages, costs, and expenses, including without
limitation all attorneys' fees and expenses in defending the action and resolving the matter. If you fail to
compensate VHI for any such claim, you agree and authorize VHI to report your Personal Information, including
without limitation your unpaid claim, to consumer credit reporting services, collection agencies, and others.
19. Objectionable Content
You agree that you shall not use the Service to upload, post, transmit, display, perform, or distribute any content,
information, or materials that: (a) are libelous, defamatory, abusive, threatening, excessively violent, harassing,
obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from
or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage, or threaten physical harm
against another; (e) promote or glorify racial intolerance, use hateful and/or racist terms, or signify hate toward any
person or group of people; (f) glamorize the use of illegal substances and/or drugs; (g) advertise or otherwise solicit
funds or constitute a solicitation for goods or services; (h) violate any provision of this Agreement or any other VHI
proprietary information; (j) are false or fraudulent; (k) contains images or videos of individuals captured or posted
without their consent; (l) promote self-destructive behavior (including without limitation eating disorders or suicide); or
(m) are generally offensive, rude, mean-spirited, or in bad taste, as determined by VHI in its sole discretion (collectively,
"Objectionable Content"). VHI disclaims any perceived, implied, or actual duty to monitor content made available
through the Service, and specifically disclaims any responsibility or liability for information provided on the Service.
Without limiting any of its other remedies, VHI reserves the right to terminate your use of the Service or your
uploading, posting, transmission, display, performance, or distribution of Objectionable Content. VHI, in its sole
discretion, may delete any Objectionable Content from its servers. VHI intends to cooperate fully with any law
enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
20. Prohibited Uses
VHI imposes certain restrictions on your use of the Service. Any violation of this section may subject you to civil and/or
criminal liability. The following are expressly prohibited:
- 20.1.Harassing or stalking any person, or contacting any person who has requested not to be contacted
- 20.2.Providing false, misleading, or inaccurate information to VHI or any other person in connection with the Service
- 20.3.Impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity
- 20.4.Modifying or changing the placement and location of any advertisement posted through the Service
- 20.5.Harvesting or otherwise collecting information about users, including email addresses and phone numbers
- 20.6.Without express written permission from VHI, using or attempt to use any engine, software, tool, agent, or
other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent
agents) to harvest or otherwise collect information from the Service for any use, including without limitation
use on Third Party Websites
- 20.7.Accessing content or data not intended for you, or logging into a server or account that you are not authorized
- 20.8.Attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or
breaching security or authentication measures without proper authorization
- 20.9.Interfering or attempt to interfere with the use of the Service by any other user, host, or network, including
(without limitation) by submitting malware or exploiting software vulnerabilities
- 20.10.Using the Service to send unsolicited email, including without limitation promotions or advertisements for
products or services
- 20.11.Forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or
transmission to, the Service (for example, SMTP email headers, HTTP headers, or Internet Protocol packet
- 20.12.While using the Service, using ad-blocking or other content-blocking software, browser extensions, or built-in
browser options designed to hide, block, or prevent the proper display of online advertising
- 20.13.Attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a
human-perceivable form any of the source code used by the Company Parties in providing the Service,
including without limitation any fraudulent effort to modify software or any other technological mechanism for
measuring the number of impressions generated by individual content and/or the overall Service to determine
and/or audit advertising revenues and payments, if applicable
- 20.14.Creating additional accounts to promote your (or another's) business, or causing others to do so
- 20.15.Paying anyone for interactions on the Service
21. Intellectual Property
- 21.1.Compliance with Law
- 21.1.1.You represent and warrant that, when using the Service, you will obey all applicable laws and respect
the intellectual property rights of others. Your use of the Service is at all times governed by and subject
to copyright and other intellectual property laws. You agree not to upload, post, transmit, display,
perform, or distribute any content, information, or other materials in violation of any third party's
copyrights, trademarks, or other intellectual property or proprietary rights.
- 21.1.2.You represent and warrant that you are the sole and exclusive owner of any User Content that
you submit through the Service. You shall be solely responsible for any violations of any laws
and for any infringements of third-party rights caused by your use of the Service. VHI users bear
the sole burden of proving that content, information, or other materials do not violate any laws
or third-party rights.
VHI and the VHI logo (collectively, the "Company Marks") are trademarks or registered
trademarks of VHI. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere
on, through, or in connection with the Service may be the trademarks of third parties. Neither your use of the
Service nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise
use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You
agree that any goodwill in the Company Marks generated as a result of your use of the Service will inure to the
benefit of VHI, and you agree to assign, and do assign, all such goodwill to VHI. You shall not at any time, nor
shall you assist others to, challenge VHI's right, title, or interest in, or the validity of, the Company Marks.
- 21.3.Copyrighted Materials; Copyright Notice.
All content and other materials available through the Service,
including without limitation the VHI logo, design, text, graphics, and other files, and their selection, arrangement,
and organization, are either owned by VHI or are the property of VHI's licensors and suppliers. Except as explicitly
provided, neither your use of the Service nor this Agreement grant you any right, title, or interest in any such
- 21.4.DMCA Policy
- 21.4.1.As VHI asks others to respect VHI's intellectual property rights, VHI respects the intellectual property
rights of others. VHI follows the notice and takedown procedures in the Digital Millennium Copyright
- 21.4.2.If you believe content located on or linked to by the Service violates your copyright, please immediately
notify VHI by emailed DMCA takedown notice ("Infringement Notice"), providing the information
described below. If VHI takes action in response to an Infringement Notice, it will make a good faith
attempt to contact the party who made the content available at the most recent email address that
party provided to VHI.
- 21.4.3.Under the DMCA, you may be held liable for damages based on material misrepresentations in your
Infringement Notice. You must also make a good-faith evaluation of whether the use of your content is
a fair use; fair uses are not infringing. (See 17 U.S.C. Section 107, available at
https://www.law.cornell.edu/uscode/text/17/107, and Lenz v. Universal Music Corp., No. 13-16106 (9th
Cir. Sep. 14, 2015), available at
https://www.courtlistener.com/opinion/2937139/stephanie-lenz-v-universal-music-corp/.) If you are not
sure if content located on or linked to by the Service infringes your copyright, you should first contact
- 21.4.4.The DMCA requires that all Infringement Notices must include the following:
- 188.8.131.52.A signature, electronic or physical, of the copyright owner or a person authorized to act on
- 184.108.40.206.An identification of the copyright claimed to have been infringed;
- 220.127.116.11. A description of the nature and location of the material that you claim to infringe your
copyright, in sufficient detail to permit VHI to find and positively identify that material;
- 18.104.22.168.Your name, address, telephone number, and email address; and
- 22.214.171.124.A statement by you: (i) that you believe in good faith that the use of the material that you
claim to infringe your copyright is not authorized by law, or by the copyright owner or such
owner's agent; and, (ii) under penalty of perjury, that all of the information contained in your
Infringement Notice is accurate, and that you are either the copyright owner or a person
authorized to act on their behalf.
- 21.4.5.Infringement Notices should be sent to corporate @vehiclehistory.com with the subject line "DMCA
Notice: (INSERT YOUR NAME OR YOUR COMPANY'S NAME)".
- 21.4.6.VHI will respond to all DMCA-compliant Infringement Notices, including, as required or appropriate, by
removing the offending material or disabling all links to the offending material.
- 21.4.7.Disclosure. All received Infringement Notices may be posted in full to the Lumen database
(https://lumendatabase.org/), previously known as the Chilling Effects Clearinghouse.
22. Disclaimers; Limitation of Liability
- 22.1.No Warranties.
VHI, on behalf of itself and its licensors and suppliers, expressly disclaims any and all
warranties, express or implied, regarding the Service, arising by operation of law or otherwise, including
without limitation any and all implied warranties of merchantability, fitness for a particular purpose,
non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing,
usage, or trade practice. Neither VHI nor its licensors or suppliers warrants that the Service will meet your
requirements, or that the operation of the Service will be uninterrupted or error-free. VHI disclaims all implied
liability for damages arising out of the furnishing of the Service pursuant to this Agreement, including
without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other
defects arising out of the failure to the furnish the Service, whether caused by acts of commission or omission, or
any other damage occurring. VHI shall not be liable for any indirect, incidental, special, consequential, or punitive
damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or
omissions of VHI, Company Parties, or VHI users, or their agents or representatives.
- 22.2.Your Responsibility for Loss or Damage; Backup of Data
- 22.2.1.you agree that your use of the Service is at your sole risk. You will not hold VHI or its licensors and
suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use
of the Service, including without limitation any loss or damage to any of your computers, mobile
devices, including without limitations tablets and/or smartphones, or data. The Service may contain
bugs, errors, problems, or other limitations.
- 22.2.2.Importantly, you acknowledge that a catastrophic disk failure or other similar event could result in the
loss of all of the data related to your account. You agree and understand that it is your responsibility to
backup your data to your personal computer or external storage device and to ensure such backups are
- 22.3.Limitation of Liability.
In no event shall VHI or its licensors or suppliers be liable to you for any claims arising
from your use with the Service, including without limitation for special, incidental, or consequential damages,
lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute
goods or services, failure to meet any duty including without limitation of good faith or of reasonable care,
negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to
VHI or its licensors and suppliers arising out of or in connection with your use of the Service. This limitation
shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or
form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a
fundamental element of the basis of the bargain between VHI and you. The Service would not be provided
without such limitations.
- 22.4.Application of Disclaimers.
The above disclaimers, waivers, and limitations do not in any way limit any other
disclaimer of warranties or any other limitation of liability in any other agreement between you and VHI or
between you and any of VHI's licensors and suppliers. Some jurisdictions may not allow the exclusion of certain
implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and
limitations of liability may not apply to you. VHI's licensors and suppliers are intended third-party beneficiaries
of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by
you through the Service or otherwise shall alter any of the disclaimers or limitations stated in this section.
23. Your Representations and Warranties
You represent and warrant that your use of the Service will be in accordance with this Agreement and any other
VHI policies, and with any applicable laws or regulations.
24. Indemnity by You
- 24.1. Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend,
indemnify, and hold harmless VHI and the Company Parties (collectively, the "Indemnitees") from and
against any and all claims, actions, demands, causes of action, and other proceedings (individually,
"Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole
and exclusive control of the defense of any action to VHI, including the choice of legal counsel and all
related settlement negotiations, arising out of or relating to: (i) the relationship between you and VHI,
whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your
breach of this Agreement, including without limitation any representation or warranty contained in this
Agreement; (iii) your access to or use of the Service; (iv) your provision to VHI or any of the Indemnitees of
information or other data; (v) your violation or alleged violation of any foreign or domestic, international,
federal, state, or local law or regulation; or (vi) your violation or alleged violation of any third party's
copyrights, trademarks, or other intellectual property or proprietary rights.
- 24.2. The Indemnitees each have the individual right, but not the obligation, to participate through counsel of
their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold
harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent
of the concerned Company Parties.
- 24.3. Without limitation, the Indemnitor also agrees to compensate VHI for any and all lost revenues, future lost
profits, reasonable search costs, and any other reasonable expenses resulting from any Indemnitor
violation of Section 20 (Prohibited Uses), including without limitation any suspension of affiliate accounts or
affiliate payment attributable to fraudulent efforts to manipulate or otherwise modify reported
impressions generated by the Company Parties under any affiliate advertising agreement.
25. Dispute Resolution
- 25.1.Binding Arbitration
- 25.1.1. If you and VHI cannot resolve a Claim through negotiations, either party may elect to have the Claim
finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final
and binding on the other(s).
- 25.1.2. You acknowledge that without this provision, you would have the right to sue in court with a jury trial or
to participate in a class action.
- 25.1.3. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly
for or against either party.
- 25.1.4.The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"), as modified by this Agreement, available at the AAA website
www.adr.org or by calling the AAA at 1-800-778-7879. Except as otherwise provided for in this Agreement,
VHI will pay the AAA filing, administration, and arbitrator fees. If, however, the arbitrator finds that either
the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as
measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you will pay the
arbitrator fees, in addition to any amount that exceeds the filing fees. In that case, you also agree to
reimburse VHI for all payments disbursed that are your obligation to reimburse under the AAA Rules. The
arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that
issues relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction
to resolve. The arbitration may be conducted in person, through document submission, through
telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of
reasons if requested by a party. The arbitrator must follow applicable law, and any award may be
challenged if the arbitrator fails to do so. VHI may litigate to compel arbitration in court, to stay
proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered
by the arbitrator. The arbitrator shall award costs to the prevailing party (including, without limitation,
fees, expenses, and reasonable attorneys' fees) at any time during the proceeding and upon request from
either party, within 14 days of the arbitrator's ruling on the merits.
- 25.2.Restrictions Against Joinder of Claims
- 25.2.1. You and VHI agree that any arbitration shall be limited to each Claim individually. You and VHI agree that
each may only bring claims against the other in your or VHI's individual capacity and not as a plaintiff or
class member in any purported class or representative proceeding.
- 25.2.2. If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will
still be finally and exclusively resolved by binding arbitration upon the election of either party, and any
election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration
shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a
class-action basis or to employ class action procedures, and (3) there is no right of authority for any
dispute to be brought in a purported representative capacity on behalf either of the general public or any
- 25.3.Remedies in Aid of Arbitration; Equitable Relief
Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude you or VHI from
seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action,
compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this
agreement to arbitrate will not preclude you or VHI from applying to a Court of Competent Jurisdiction for a
temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court
of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and
(2) that is located in the State of Nevada.
- 25.4.Venue for any Judicial Proceeding
- 25.4.1. This Agreement, including without limitation this Agreement's interpretation, shall be treated as though
this Agreement were executed and performed in the State of Nevada, and shall be governed by and
construed in accordance with the laws of the State of Nevada without regard to its conflict of law
principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and
not strictly for or against either party.
- 25.4.2. The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement
will be the state and federal courts located in or nearest to Las Vegas, Nevada. The parties stipulate to,
and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further
expressly submit to extraterritorial service of process.
- 26.1.By Company
Without limiting any other provision of this Agreement, VHI reserves the right to, in VHI's sole
discretion and without notice or liability, deny use of the Service to any person for any reason or for no
reason at all, including without limitation for any breach or suspected breach of any representation,
warranty, or covenant contained in this Agreement, or of any applicable law or regulation.
- 26.2.Automatic Termination Upon Breach by You.
This Agreement shall automatically terminate if you
breach any of this Agreement's representations, warranties, or covenants. Such termination shall be
automatic, and shall not require any action by VHI.
- 26.3.By You.
You may terminate this Agreement and your rights under it at any time, for any or no reason at all,
by providing to VHI notice of your intention to do so, in the manner required by Section 27 (Notices).
- 26.4.Effect of Termination
- 26.4.1. Any termination of this Agreement automatically terminates all rights and licenses granted to you under
this Agreement, including all rights to use the Service. Upon termination, VHI may, but has no obligation
to, in VHI's sole discretion, rescind any services and/or delete from VHI's systems all your Personal
Information and any other files or information that you made available to VHI or that otherwise relate to
your use of the Service. Upon termination, you shall cease any use of the Service.
- 26.4.2. After termination, VHI reserves the right to exercise whatever means it deems necessary to prevent your
unauthorized use of the Service, including without limitation technological barriers such as IP blocking and
direct contact with your Internet Service Provider.
- 26.5.Legal Action.
If VHI, in VHI's discretion, takes legal action against you in connection with any actual or
suspected breach of this Agreement, VHI will be entitled to recover from you as part of such legal action,
and you agree to pay, VHI's reasonable costs and attorneys' fees incurred as a result of such legal action.
The Company Parties will have no legal obligation or other liability to you or to any third party arising out of
or relating to any termination of this Agreement.
Upon termination, all rights and obligations created by this Agreement will terminate, except that
the following Sections will survive any termination of this Agreement: Section 1.2 (Agreement), Section 2
Section 10 (Assumption of Risk; Release), Section 11 (User Account, Accuracy, and Security), Section 16
(Third Party Websites), Section 17 (User Content), Section 18 (Your Responsibility for Defamatory
Comments), Section 19 (Objectionable Content), Section 20 (Prohibited Uses), Section 21 (Intellectual
Property), Section 22 (Disclaimers; Limitation of Liability), Section 23 (Your Representations and Warranties),
Section 24 (Indemnity by You), Section 25 (Dispute Resolution), Section 26 (Termination), Section 27
(Notices), Section 28.2 (Partial Invalidity), and Section 28 (General).
27. Notices. All notices required or permitted to be given under this Agreement must be in writing
- 27.1.VHI shall give any notice by email sent to the most recent email address, if any, provided by the intended
recipient to VHI. You agree that any notice received from VHI electronically satisfies any legal requirement
that such notice be in writing.
- 27.2.You bear the sole responsibility of ensuring that your email address on file with VHI is accurate and
current, and notice to you shall be deemed effective upon the sending by VHI of an email to that
- 27.3. You shall give any notice to VHI by email to email@example.com
- 28.1.Entire Agreement.
This Agreement constitutes the entire agreement between VHI and you concerning
your use of the Service.
- 28.2.Partial Invalidity.
Should any part of this Agreement be declared invalid, void, or unenforceable by a Court
of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion of this
Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they
would have executed the remaining portion without including the part so declared by a Court of Competent
Jurisdiction to be invalid, void, or unenforceable.
This Agreement may only be modified by a written amendment signed by an authorized
executive of VHI, or by the unilateral amendment of this Agreement by VHI along with the posting by VHI of
that amended version.
- 28.4.No Waiver.
A waiver by either party of any term or condition of this Agreement, or any breach, in any one
instance, will not waive that term or condition or any later breach.
This Agreement and all of your rights and obligations under it will not be assignable or
transferable by you without the prior written consent of VHI. This Agreement will be binding upon and will
inure to the benefit of the parties, their successors, and permitted assigns.
- 28.6.Independent Contractors.
You and VHI are independent contractors, and no agency, partnership, joint
venture, or employee-employer relationship is intended or created by this Agreement.
- 28.7.No Third Party Beneficiaries.
There are no third-party beneficiaries to this Agreement, with the following
exceptions: the Company Parties; VHI's licensors and suppliers (to the extent expressly stated in this
Agreement); and to the extent stated in the following Sections: Section 9 (No Reliance on Third Party
Content), Section 16 (Third Party Websites), Section 22.4 (Application of Disclaimers).
- 28.8.Injunctive Relief.
You acknowledge and agree that any actual or threatened breach of this Agreement or
infringement of proprietary or other third-party rights by you would cause irreparable injury to VHI and
VHI's licensors and suppliers, and would therefore entitle VHI or VHI's licensors or suppliers, as the case
may be, to injunctive relief.
The headings in this Agreement are for convenience only, and shall have no legal or contractual
29. NMVTIS Disclaimer REVISED: June 21, 2012
The National Motor Vehicle Title Information System (NMVTIS) is an electronic system that contains information on
certain automobiles titled in the United States. NMVTIS is intended to serve as a reliable source of title and brand
history for automobiles, but it does not contain detailed information regarding a vehicle’s repair history.
All states, insurance companies, and junk and salvage yards are required by federal law to regularly report
information to NMVTIS. However, NMVTIS does not contain information on all motor vehicles in the United States
because some states are not yet providing their vehicle data to the system. Currently, the data provided to NMVTIS
by states is provided in a variety of time frames; while some states report and update NMVTIS data in “real-time”
(as title transactions occur), other states send updates less frequently, such as once every 24 hours or within a
period of days.
Information on previous, significant vehicle damage may not be included in the system if the vehicle was never
determined by an insurance company (or other appropriate entity) to be a “total loss” or branded by a state titling
agency. Conversely, an insurance carrier may be required to report a “total loss” even if the vehicle’s titling-state
has not determined the vehicle to be “salvage” or “junk.”
A vehicle history report is NOT a substitute for an independent vehicle inspection. Before making a decision to
purchase a vehicle, consumers are strongly encouraged to also obtain an independent vehicle inspection to ensure
the vehicle does not have hidden damage. The Approved NMVTIS Data Providers (look for the NMVTIS logo) can
include vehicle condition data from sources other than NMVTIS.
NMVTIS data INCLUDES (as available by those entities required to report to the System):
Information from participating state motor vehicle titling agencies.
• Information on automobiles, buses, trucks, motorcycles, recreational vehicles, motor homes, and tractors. NMVTIS
may not currently include commercial vehicles if those vehicles are not included in a state’s primary database for
title records (in some states, those vehicles are managed by a separate state agency), although these records may
be added at a later time.
• Information on “brands” applied to vehicles provided by participating state motor vehicle titling agencies. Brand
types and definitions vary by state, but may provide useful information about the condition or prior use of the
• Most recent odometer reading in the state’s title record.
• Information from insurance companies, and auto recyclers, including junk and salvage yards, that is required by
law to be reported to the system, beginning March 31, 2009. This information will include if the vehicle was
determined to be a “total loss” by an insurance carrier.
• Information from junk and salvage yards receiving a “cash for clunker” vehicle traded-in under the Consumer
Assistance to Recycle and Save Act of 2009 (CARS) Program.
Consumers are advised to visit www.vehiclehistory.gov for details on how to interpret the information in the
system and understand the meaning of various labels applied to vehicles by the participating state motor vehicle