IMPORTANT: READ THIS VERY CAREFULLY

1. SCOPE OF AGREEMENT

This Terms of Service Agreement (“Agreement”) by and between D2d Sales LLC (“we”, “us”, “our” or “D2d”) and you (“you”, “your” or “User”) governs your use of www.d2d.sale and/or any other online content we may provide (collectively and individually the “Site”), together with all information, content, products, materials and services made available to you through the Site by us and/or third parties (which, together with the Site, shall be collectively and individually referred to as the “Services”). All applicable terms and conditions contained on the Site, including our Privacy Policy, are hereby incorporated by reference and made part of this Agreement. This Agreement constitutes the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations or agreements regarding the Services. By using or otherwise accessing the Services, or any component thereof, in any manner whatsoever, you agree to be bound by and comply with the terms and conditions of this Agreement.

If you do not agree to this Agreement, you are not authorized to access the Site or use the Services in any manner. When we refer to the “use” of the Services in this Agreement, we mean any actual or attempted access or use of the Services, including, without limitation, any transmission, exchange of information or communication associated with the Services.

D2d reserves the right to modify the terms of this Agreement or any other terms and conditions on the Site at any time, without notice, and it is your responsibility to periodically review the Site, along with this Agreement, for revisions. Revisions to terms and conditions on the Site and/or this Agreement become effective immediately upon posting (the “Effective Date”). If any revisions are not acceptable to you, you must stop using the Services. Your use of the Services after the Effective Date shall constitute your acceptance of such changes. If we make any new products or services available, they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement. You must also comply with any additional terms which apply to third-party content, material, information, software or other services.

2. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY

“D2d Intellectual Property” is intellectual property that is owned by D2d or licensed to us by our third-party partners. You have no rights in or to such D2d Intellectual Property and you agree you will not copy, retransmit, reproduce, publish, create derivative works based upon or otherwise transmit any D2d Intellectual Property except as specifically permitted under this Agreement or other written agreements between D2d and you.

As a courtesy, we have posted to the Site certain content (“D2d Content”). Unless specifically stated otherwise on the Site, or we give you written permission, you shall not use and access, download and copy any D2d Content.

Our name or trademarks appearing on this Site may not be used in any advertising or publicity or otherwise to indicate D2d’s sponsorship of or affiliation with any of your products or services without D2d’s prior express written permission or as granted by specific terms and conditions of other documents defining a relationship between D2d and you. You are prohibited from using any names, marks or other materials in a manner that is likely to cause confusion or dilute or damage the reputation or image of D2d. You agree you will not alter any D2d Content in any manner to make it appear that D2d is endorsing, sponsoring, authorizing or affiliated with you, your company, or any third-party, except as expressly permitted in writing by D2d.

3. LINKS

As a courtesy to Users, we may provide links to other websites or resources owned and operated by third parties. D2d has no control over such websites and resources; therefore, you acknowledge and agree we are not responsible for the availability of such external websites or resources and are not responsible or liable for any content, advertising, products, services or other materials on or otherwise made available via such websites or resources. You further acknowledge and agree we shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on, any such content, goods or services.

4. REGISTERED USERS ACCOUNT, PASSWORD AND SECURITY; OTHER IMPORTANT TERMS

In consideration for your use of the Site, you represent and warrant you are eighteen years of age or older, and are not a person barred from receiving the applicable Services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information when prompted by the relevant portions of the Site and (b) maintain and promptly update your information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or D2d has reasonable grounds to suspect such information is untrue, inaccurate, not current or incomplete D2d has the right to suspend or terminate your access to the Site and refuse any and all current or future use of the Site or the Services. You also agree to indemnify, defend and hold harmless D2d, its affiliates, officers, directors, employees, consultants, and agents from any and all loss, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from your provision of information that is untrue, inaccurate, not current or incomplete.

You are solely responsible for maintaining the strict confidentiality of your User IDs and Passwords and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your User IDs/Passwords, your disclosure of your User IDs/Passwords or your authorization to allow another person to access and use the Services using your User IDs/Passwords. You agree to immediately notify us if you become aware of any unauthorized use of your User IDs/Passwords or other need to deactivate a User ID/Password due to security concerns.

5. DISCLAIMER OF WARRANTIES

WE DO NOT WARRANT OR GUARANTEE UNINTERRUPTED ACCESS TO THE SITE, OR ANY SITE LINKED TO THE SITE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS SITE, ANY INFORMATION ON THIS SITE AND/OR THE SERVICES.

WE PROVIDE ANY AND ALL SERVICES ON AN “AS IS” BASIS AND GRANT NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY AND RELEASE

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE, NOR OUR OWNERS, SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE SITE OR ANY SERVICES, REGARDLESS IF CAUSED BY OUR NEGLIGENCE OR GROSS NEGLIGENCE AND REGARDLESS OF THE FORM OF ACTION, THE BASIS OF THE CLAIM, OR WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, OR ATTORNEYS FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.

THE TOTAL AGGREGATE LIABILITY OF D2D UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO D2D UNDER THIS AGREEMENT FOR THE APPLICABLE SERVICES. IN JURISDICTIONS WHERE LIMITATIONS ARE PROHIBITED, THE MAXIMUM DAMAGES SHALL NOT EXCEED THE STATUTORY LIMIT.

IF YOU ARE A CALIFORNIA RESIDENT THEN BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.

7. SPECIFIC TERMS FOR THIRD-PARTY-REGISTRATION OFFICES

If you elect to use D2d to register your customer’s vehicle in Arizona, you acknowledge and agree to the following:

• We will not be dealing with your customer directly; you will remain the point of contact. Once your customer’s file is processed, we will return it back to you, and it will be your responsibility to provide it to your customer.
• This Agreement is between you and D2d and in no event shall your customer be considered as a third-party beneficiary.
• We will require and you will provide us with the proper documentation and information needed to complete the registration, including, but not limited to, the vehicle title, the title application, your customer’s vehicle information and personal information, your applicable information and prepayment of our fees, taxes, registration fees, and the like.
• You will provide us with true, accurate and complete information, and it is your sole responsibility to obtain the same from your customer.
• In no event shall D2d be responsible for any results, actions or decisions taken by third-parties, including, but not limited to, governmental agencies, such as the Arizona Department of Transportation or any Department of Motor Vehicles.
• Once you upload a file and we start processing it, your prepayment is non-refundable. Cancellation is only permitted if written notice of cancellation is received before we start processing the file. For questions or concerns, you may contact us at [email protected].
• You are bound by the other terms and conditions set forth herein.

8. INDEMNITY

You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions contained in this Agreement, (b) your use of the Services, and/or (c) the use of the Services by any other person using your IDs. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement that may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and upon notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding obligation to defend will end; however, your duty to indemnify shall continue.

9. RIGHT TO TERMINATE AND/OR TO BLOCK ACCESS

D2d reserves the right to terminate, block or restrict your access to, or use of, the Site for any breach or suspected violation of any provision of this Agreement. In such an event, we may terminate this Agreement, restrict, suspend or terminate your access to and use of the Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use or access the Services. Termination is your sole right and exclusive remedy if you are not satisfied with the Services. Upon the effective date of any such termination, your right to access and use the Services shall immediately cease.

10. GOVERNING LAW

This Agreement shall be governed in accordance with the laws of the State of Arizona, USA, notwithstanding any conflict-of-law provisions to the contrary.

11. WAIVER OF JURY TRIAL

You hereby irrevocably waive your right to trial by jury in any action or proceeding arising out of this Agreement or the transactions relating to its subject matter.

JURISDICTION/DISPUTES

All disputes under this Agreement shall be resolved by litigation in the federal or state courts located in the State of Arizona, USA, Maricopa County, and each Party irrevocably consents to the jurisdiction of such courts and hereby waives any jurisdictional or venue defenses available.

13. D2D'S REMEDIES

In the event of a breach or threatened breach by you of any of the provisions of this Agreement pertaining to intellectual property or unauthorized use of the Site, you hereby consent and agree that D2d shall be entitled to obtain, as a matter of right hereby granted, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. Upon the issuance of any injunctive relief, D2d shall be entitled to recover from you, as part of the its costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).

14. ATTORNEYS' FEES AND LEGAL EXPENSES

If any proceeding or action shall be brought to recover any amount under this Agreement, or for or on account of any breach hereof, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court and/or arbitrator, and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).

15. ASSIGNABILITY

This Agreement is personal to you and you may not assign this Agreement or the rights and obligations hereunder to any third party.

16. WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

17. SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

18. SURVIVAL OF TERMS

Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination, including but not limited to the ownership, intellectual property rights provisions set forth in this Agreement.

19. LIMITATION ON ACTIONS

You agree that any claim or defense arising out of or related to the use of the Site or Services, or otherwise relating to this Agreement, must be brought or asserted by you within one (1) year after the action or inaction occurred that gave rise to such claim or defense or will be forever barred, regardless of any statute of limitations, time of discovery statute or rule, savings statute, tolling statute or doctrine, equitable doctrine, or other theory that may be used to extend the time in which a claim or defense can be asserted. This limitation provision shall not apply to D2d’s claims or defenses asserted against you and/or any related third-party.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their agreement. It shall not be modified or amended except in writing or Site posting by D2d. The Site, as posted and amended in the future, and this Agreement, as posted and amended in the future, shall be the valid document respecting the rights and obligations of D2d and the User.

21. FORCE MAJEURE

D2d shall not be responsible for, or be considered in breach or default of this Agreement, on account of any failure to perform or delay in the performance of any obligation hereunder caused by the death or disability of a member of D2d, an act of God, fire, war, act of terrorism, insurrection, riot, labor disturbance (including strike and lockout), equipment malfunction, computer hacker, cut wire or fiber, governmental regulation or interference or other events not within the reasonable control of D2d, regardless of whether such events or interference could or should have been completed.