How CarBuckets Works with Dealerships.
Registration with the Service.
If you would like to register to participate in the Service as a CarBuckets Dealership, you will first be asked your Dealership name and you will also need to provide certain information to let us know who to contact at your Dealership. You may contact Carbuckets at (844) 467-0808 or e-mail CarBuckets at email@example.com for a request to participate in our Service. Once we process your registration information, a CarBuckets representative will contact you to discuss your enrollment in the Service. Upon your registration with CarBuckets and execution of the CarBuckets Dealership Agreement, you will be granted access to your own Dealership Account on the Site (“Dealership Account”).
CarBuckets Dealership Agreement.
Following your execution of the CarBuckets Dealership Agreement, you will be eligible to participate in the CarBuckets bidding process. When creating your Dealership Account, you must elect whether you are interested in participating in Local Buckets, National Buckets or both. Prior to the commencement of the bidding process, we will collect information from registered Users of the Service about their location and requested Vehicle brand. Each User’s location and requested Vehicle brand will then be compared with information provided by other Users of the Service. If there are other Users in the same location with the same requested Vehicle brand, they will have the opportunity to be placed together in a “Local Bucket”. In the alternative, such Users may choose to be placed in a National Bucket, which requires home delivery of the Vehicle (“National Bucket”). In the event that there is no local market for a User, such User will be automatically placed in a National Bucket based on the requested Vehicle brand. If your Dealership offers the Vehicle brand that has been requested by the Users in the applicable CarBucket, and the CarBucket is “activated”, we will notify you and invite you to be part of the bidding process for the applicable CarBucket. Dealerships will be required to provide a total out-the-door price for each Vehicle in the CarBucket (excluding tax, tag and title) (each a “Bid”). Dealerships select the Trim to match each User’s request unless the User selected “any Trim”. If the Dealership does not have that Trim in stock, they must select an equal or better equipped Trim. Dealers may not select a lower Trim than the Trim requested by each User. If user selected “any Trim,” Dealerships may select any Trim level available to them in that year and model.
We will then compare your bid with the bids of other CarBuckets Dealerships participating in bidding on that CarBucket and, if your Dealership provides the lowest volume price on that CarBucket, we will notify you via email and/or text message that you have won the bid (“Winning Bid”). If you have not submitted a Winning Bid, we will send you a notice stating that your bid was not low enough. You expressly acknowledge and agree that certain statistical information contained in your Winning Bid may be used by CarBuckets, from time to time, in its sole discretion, in connection with its marketing materials.
The foregoing notwithstanding, CarBuckets will only share the identity of your Dealership and the pricing offered by your Dealership to Users of the Service who are part of a CarBucket for which you are the Winning Dealership and will not share the identity of your Dealership nor the prices you submitted with other Dealerships who use the Site or the Services. Users will only be able to see the Final Price for the Vehicle that they selected and not the total bid amount for the CarBucket.
CarBuckets Test Drive Dates.
Users will be encouraged to visit your Dealership for a test drive (“CarBuckets Test Drive”). You may modify your appointment preferences prior to any bidding round to adjust the dates and times when Users can visit your Dealership and test drive the vehicles you have identified as part of your Winning Bid (the “CarBuckets Test Drive Dates”). The CarBuckets Test Drive Dates must be within five (5) days following the date on which your Dealership wins the applicable CarBucket, and there must be a sufficient number of time slots and available sales associates to accommodate the number of Users that are part of the applicable CarBucket. CarBuckets allows Dealerships to set the Test Drive Dates at their commercially reasonable discretion during the registration process and from time to time thereafter.
If you are signed up as a Dealership under a National Bucket, Users will not be able to engage in a CarBuckets Test Drive, as set forth above. In the alternative, CarBuckets Users will have the opportunity to connect with you upon receipt of the Winning Bid. Please note, you must honor the Final Price listed on the Winning Bid for a period of five (5) days thereafter.
No Guarantee of Purchase.
We cannot and do not guarantee that any CarBucket will be “activated”. Further, if you win a CarBuckets bidding process (“Winning Dealership”), we cannot and do not guarantee that any Users who are part of the applicable CarBucket will purchase or lease a Vehicle from your Dealership. You will not be eligible to receive any fees or other compensation for a User’s failure to purchase a Vehicle and you will not have any recourse against a User or CarBuckets for any such failure.
You may not access or use the Service for any purpose other than the purpose for which we make it available to you. We may prohibit certain activities in connection with the Service in our discretion. These prohibited activities include, without limitation, the following:
Operation of the Service.
Intellectual Property Rights.
You further agree to grant CarBuckets the limited, royalty-free right to use your Dealership’s name and business information in connection with any promotional material made available to Users through our Site, including but not limited to any photographs or images contained therein.
Cancellation of Dealership Accounts by CarBuckets.
Cancellation of your Dealership Account by You.
You may close your Dealership Account upon ninety (90) days written notice to CarBuckets, by emailing firstname.lastname@example.org, subject to the terms of your applicable CarBuckets Dealership Agreement. This Agreement will survive the termination of your Dealership Account.
You are solely responsible for any data, information, text, messages, or other materials you upload or submit to the Service (“User Content”). You agree that any User Content: will be accurate; will not violate or facilitate the violation of any law or regulation; will not violate any right of a third-party; and will not cause injury to any person or entity. You are solely responsible for the User Content you submit in connection with the Service, and CarBuckets assumes no liability for any User Content submitted by you. For any User Content you submit, you grant to CarBuckets a non-exclusive, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, and distribute such User Content all without compensation to you, solely as necessary to provide the Service to you. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section. Information that can be used to personally identify you that you provide in connection with the Service will not be considered User Content and will be handled in accordingly with our Privacy Policies.
If you provide us with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site (“Feedback”), we shall have the right to use such Feedback at our discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant us a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate and use your Feedback into our Service for any purpose.
Disclaimer of Warranties.
THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR THIRD-PARTY SITES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE AND/OR ANY MOBILE APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CARBUCKETS, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
WITHOUT LIMITING THE FOREGOING, CARBUCKETS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS TO (I) THE CONTENT POSTED BY ANY THIRD-PARTY ON THE CARBUCKETS SITE, (II) THE VEHICLES OR VEHICLE DESCRIPTIONS, (III) THIRD-PARTY SITES AND ANY THIRD-PARTY PRODUCT OR SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE CARBUCKETS SITE, AND (IV) THE QUALITY OR CONDUCT OF ANY THIRD-PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE CARBUCKETS SITE OR (I) THAT THE CARBUCKETS SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR SITES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CARBUCKETS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CARBUCKETS SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR SITES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CARBUCKETS SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) REGARDING THE USE OF THE CARBUCKETS SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE APPLICATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE CARBUCKETS SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Limitation of Liability.
IN NO EVENT SHALL CarBuckets BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, LOSSES OR EXPENSES, including any lost profits, lost data, or lost savings, whether based on breach of contract, breach of warranty, tort or any other legal theory, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF the Service OR RELIANCE ON OR USE OR INABILITY TO USE THE INFORMATION, MATERIALS OR SERVICES provided through the Service, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF CarBuckets OR ITS THIRD-PARTY Suppliers ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. IN NO EVENT WILL CarBuckets’ AGGREGATE LIABILITY FOR ANY CLAIM EXCEED THE AMOUNT OF FEES, IF ANY, YOU HAVE PAID CARBUCKETS.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
You agree to fully indemnify, defend, and hold CarBuckets and its directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (i) your access to, use of, or alleged use of, the Services or services or goods obtained through your use of the Services; (ii) Your breach or violation of the terms in this Agreement, any representation, warranty, or covenant referenced in this Agreement, or any applicable law or regulation; (iii) any allegation that any materials you submit to us or transmit to the CarBuckets Site infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third-party; (iv) Your activities in connection with the CarBuckets Site or other websites to which the CarBuckets Site is linked; and/or (v) your negligent act or omission or willful misconduct.
Governing Law and Jurisdiction.
You agree that your use of the Service shall be governed by and construed in accordance with the laws of Florida, without regard to conflict of law rules. The courts of Miami-Dade County Florida shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement that is not subject to Arbitration.
Arbitration Agreement and Waiver of Class Remedies
The Parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Class Action Waiver.
The Parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the Parties shall be deemed to have not agreed to arbitrate disputes.
Exception - Litigation of Small Claims Court Claims.
Notwithstanding the Parties’ decision to resolve all disputes through arbitration, either Party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Thirty Day Right to Opt Out.
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth this Section by sending written notice of your decision to opt-out to the following address: CarBuckets, 2200 NW 2nd Avenue, Unit 104, Miami, FL 33127. Attention: Accounts Department. The notice must be sent within thirty (30) days of registering to use the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms set forth above. If you opt-out of these arbitration provisions, we also will not be bound by them. In addition, if you elect to opt-out of these arbitration provisions, we may terminate your use of the Service.
No Oral Modifications.
Third Parties and Third-Party Beneficiaries.
No Agency Created.
Nothing contained in this Agreement creates any agency, partnership, joint venture, or employment between a User and CarBuckets. Users shall not have authority of any kind to bind CarBuckets.
The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
CarBuckets shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond CarBuckets’ reasonable control, including, without limitation, any mechanical, electronic or communications failure or degradation or any other cause of Force Majeure, as further defined herein.
You consent to receive notices and other communications regarding these terms and conditions and/or other aspects of the Service through posting of notices on the Service. You agree that all agreements, notices, disclosures, and other communications that CarBuckets provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing.
Last Updated: July 26, 2019