This Agreement establishes the comprehensive legal framework governing the relationship between the Service Provider and the Client with respect to the purchase, access, and utilization of Comprehensive Report credits and Essential Report subscription services.
SERVICE AGREEMENT
This Service Agreement (hereinafter referred to as the "Agreement") is entered into by and between AttakerWeb, D.B.A. Transparency Motors (hereinafter referred to as the "Service Provider"), a duly registered business entity, and any individual, corporation, limited liability company, partnership, association, or other entity (hereinafter referred to as the "Client") that accesses, purchases, or utilizes the vehicle history report services provided by the Service Provider. This Agreement governs the provision, access, and utilization of Comprehensive Report (powered by CARFAX®) credits and Essential Report (powered by AutoCheck®) subscription services.
WHEREAS, the Service Provider is authorized to provide access to vehicle history reports through its proprietary platform;
WHEREAS, the Client desires to obtain access to such vehicle history reports for legitimate business or personal purposes;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. INTRODUCTION AND PURPOSE
1.1 Scope of Agreement
1.2 Binding Effect
This Agreement shall have full force and effect upon the Client's access to, purchase of, or utilization of any services provided by the Service Provider. Continued use of such services constitutes the Client's ongoing acceptance of all terms and conditions contained herein.
1.3 Rejection of Terms
In the event that the Client does not wish to be bound by the terms and conditions set forth in this Agreement, the Client must immediately cease all use of and access to the services provided by the Service Provider.
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
2.1 "Service Provider"
shall mean AttakerWeb, D.B.A. Transparency Motors, its officers, directors, employees, agents, successors, and assigns.
2.2 "Client"
shall mean any individual, corporation, limited liability company, partnership, association, or other entity that accesses, purchases, or utilizes the services provided by the Service Provider.
2.3 "Comprehensive Report Credit"
shall mean a prepaid unit that allows for the one-time generation of a CARFAX® Vehicle History Report for a single Vehicle Identification Number (VIN).
2.4 "Essential Report Subscription"
shall mean a subscription that provides unlimited access to AutoCheck® Vehicle History Reports for vehicles with valid Vehicle Identification Numbers (VINs) during the subscription term.
2.5 "Vehicle History Report"
shall mean a report containing vehicle-specific information provided through either CARFAX® or AutoCheck® systems, including but not limited to ownership history, accident records, service records, title information, and other relevant vehicle data.
2.6 "Vehicle Identification Number" or "VIN"
shall mean the unique code assigned to a vehicle by its manufacturer for identification purposes.
2.7 "Intellectual Property"
shall mean all patents, trademarks, service marks, trade names, copyrights, trade secrets, proprietary information, and other intellectual property rights.
2.8 "Force Majeure Event"
shall mean any event beyond the reasonable control of a Party, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions, labor strikes, lockouts, telecommunications failures, power failures, cyberattacks, or service disruptions by third-party providers.
3. ACCEPTANCE AND USE
3.1 Binding Acceptance
By purchasing, accessing, or utilizing Comprehensive Report credits, Essential Report subscriptions, or any associated services provided by the Service Provider, the Client expressly acknowledges that they have read, understood, and agree to be bound by all terms and conditions set forth in this Agreement.
3.2 Electronic Acceptance
The Client acknowledges and agrees that electronic acceptance of this Agreement shall have the same legal effect as a handwritten signature.
3.3 Authority to Accept
If the Client is an entity, the individual accepting this Agreement on behalf of such entity represents and warrants that they have the authority to bind such entity to the terms and conditions contained herein.
3.4 Prohibited Uses
The Client shall not use the services provided by the Service Provider for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the services or interfere with any other party's use and enjoyment of the services.
4. SCOPE OF SERVICES
4.1 Comprehensive Report (CARFAX®) Credits
4.1.1 Independent Service
Comprehensive Report credits may be purchased independently from Essential Report subscriptions.
4.1.2 Credit Usage
Each Comprehensive Report credit provides the Client with one-time generation of a CARFAX® Vehicle History Report for a single VIN. Once generated, the report may be viewed repeatedly for a period of sixty (60) calendar days from the date of generation.
4.1.3 Credit Validity
Comprehensive Report credits shall remain valid for a period of twelve (12) months from the date of purchase, unless otherwise specified at the time of purchase.
4.1.4 Credit Restrictions
Comprehensive Report credits are non-transferable and may not be resold, shared, or otherwise transferred to any third party without the express written consent of the Service Provider.
4.2 Essential Report (AutoCheck®) Subscription
4.2.1 Independent Service
Essential Report subscriptions may be purchased independently from Comprehensive Report credits.
4.2.2 Access and Report Duration
An Essential Report subscription provides the Client with unlimited generation of AutoCheck® Vehicle History Reports for vehicles with valid VINs during the subscription term. All generated reports remain accessible for viewing for sixty (60) calendar days from the date of each report's generation.
4.2.3 Subscription Term
The subscription term shall be clearly specified at the time of purchase and may vary based on the subscription package selected by the Client.
4.2.4 Subscription Restrictions
Essential Report subscriptions are non-transferable and may not be resold, shared, or otherwise transferred to any third party without the express written consent of the Service Provider.
4.3 Combined Services
4.3.1 Optional Bundling
The Client may, at their discretion, purchase Comprehensive Report credits and Essential Report subscriptions together, but is not required to do so.
4.3.2 Independent Governance
When purchased together, each service shall nevertheless be governed independently by the applicable terms and conditions set forth in this Agreement.
4.3.3 Unlimited Comprehensive Reports
The Service Provider may, at its discretion, offer unlimited Comprehensive Report (CARFAX®) generation options similar to the Essential Report subscription model. The terms for such unlimited services shall be governed by the same provisions applicable to Essential Report subscriptions, including the Service Provider's right to terminate in cases of misuse or abuse.
5. PRICING TERMS
5.1 Fees
Client shall pay all fees set forth in the applicable order form, pricing schedule, or online order process (the “Fees”). All Fees are quoted in U.S. dollars and are non‑refundable except as expressly provided herein.
5.2 Payment Terms
All Fees are due upon receipt of invoice and payable within thirty (30) days, unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
5.3 Refunds and Credits
Except as set forth in Section 11.2.2, all Fees paid hereunder are non‑refundable and non‑creditable. No refunds, credits or extensions shall be provided for any unused or partially used credits or subscription periods.
5.4 Taxes
Client is responsible for all applicable taxes, levies, duties or similar governmental assessments, excluding taxes based solely on Service Provider’s income.
6. SERVICE DISCLAIMER AND LIMITED AVAILABILITY
6.1 As‑Is, As‑Available
The services are provided “AS IS” and “AS AVAILABLE,” without warranty of any kind. Service Provider expressly disclaims all warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title and non‑infringement.
6.2 No Service Levels
Service Provider does not guarantee that the services will be uninterrupted, timely, secure or error‑free. Client’s sole remedy for any failure of the services is to discontinue use.
6.3 Third‑Party Data
The accuracy, completeness or timeliness of any data provided by third‑party sources (including CARFAX® or AutoCheck®) is not warranted by Service Provider. Service Provider shall not be liable for any errors, omissions or delays in such third‑party data.
7. LIMITATION OF LIABILITY
7.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Liability Cap
EXCEPT FOR CLIENT’S BREACH OF SECTION 8 (CLIENT OBLIGATIONS) OR LIABILITY FOR INDEMNIFICATION UNDER SECTION 12, SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.3 Applicability
The limitations and exclusions in this Section 7 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if such remedy fails of its essential purpose.
8. CLIENT OBLIGATIONS
8.1 Accurate and Complete Information
Client shall provide true, complete and accurate information as required by Service Provider and shall promptly update such information as necessary.
8.2 Authorized Use
Client shall access and use the services only in accordance with this Agreement and applicable law. Client shall not engage in any reverse engineering, decompiling or other attempts to derive source code.
8.3 Credential Security
Client is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Client shall notify Service Provider immediately if it suspects any unauthorized use.
9. INTELLECTUAL PROPERTY
9.1 Ownership
All rights, title and interest in and to the services, software, documentation and all related intellectual property rights remain with Service Provider or its licensors.
9.2 License Grant
Service Provider grants Client a limited, non‑exclusive, non‑transferable license to access and use the services solely for its internal business purposes during the term of this Agreement.
9.3 Restrictions
Client shall not copy, modify, distribute, sublicense or create derivative works of the services or associated materials, except as expressly permitted herein.
10. CONFIDENTIALITY AND DATA SECURITY
10.1 Confidential Information
“Confidential Information” means any non‑public information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential.
10.2 Non‑Disclosure
Each party shall protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and shall not disclose such information to any third party except as required by law.
10.3 Data Security
Service Provider shall implement industry‑standard technical and organizational measures designed to protect Client Data against unauthorized access, loss, misuse, alteration or destruction.
11. TERM AND TERMINATION
11.1 Term of Agreement
11.1.1 Effective Period
This Agreement shall become effective upon the Client's acceptance and shall remain in effect until terminated in accordance with the provisions set forth herein.
11.1.2 Termination by Notice
Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party.
11.1.3 Survival of Certain Terms
Certain provisions of this Agreement, including but not limited to intellectual property rights, confidentiality obligations, indemnification obligations, and limitation of liability, shall survive the termination of this Agreement.
11.2 Termination for Cause
11.2.1 Material Breach or Service Abuse
The Service Provider reserves the right to terminate this Agreement immediately and without prior notice in the event of a material breach by the Client or if the Service Provider determines, in its sole discretion, that the Client is abusing any service. Such circumstances include but are not limited to:
- Violation of the terms and conditions of this Agreement;
- Unauthorized use or disclosure of Vehicle History Reports;
- Failure to pay for services;
- Engagement in fraudulent, deceptive, or illegal activities;
- Any action that threatens the security, integrity, or availability of the services.
11.2.2 Effect of Termination
Upon termination of this Agreement for cause:
- All licenses granted to the Client shall immediately terminate;
- The Client shall immediately cease all use of the services;
- The Client shall promptly destroy all copies of Vehicle History Reports in their possession or control;
- The Service Provider shall not be obligated to provide any refunds.
11.3 Suspension or Limitation of Services
11.3.1 Absolute Discretion for Service Limitations
The Service Provider maintains absolute and sole discretion to suspend, limit, or modify the Client's access to any services, without prior notice or liability, including but not limited to cases where:
- The Client violates this Agreement;
- The Client's use of the services poses a security risk;
- The Client's use of the services may subject the Service Provider to liability;
- The Service Provider suspects abuse or misuse of unlimited report generation;
- The Client's payment information cannot be verified;
- The volume or pattern of the Client's report generation appears unusual or potentially abusive;
- The Client is sharing access with unauthorized users;
- The Client is using automated systems to generate reports;
- The Client is engaging in data scraping or bulk data collection;
- Suspension is required by law or governmental request.
11.3.2 Duration of Suspension
A suspension may remain in effect until the issue giving rise to the suspension has been resolved to the Service Provider's satisfaction.
11.3.3 No Effect on Obligations
A suspension shall not relieve the Client of any payment obligations under this Agreement.
12. INDEMNIFICATION
12.1 Scope of Indemnification
12.1.1 Client’s Obligation
The Client agrees to indemnify, defend, and hold harmless the Service Provider, its officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:
- The misuse of Comprehensive Report or Essential Report services;
- Violations of applicable laws, rules, or regulations;
- Unauthorized distribution or disclosure of report data;
- Any breach of this Agreement by the Client;
- Any negligent or willful act or omission by the Client.
12.1.2 Defense Control
The Service Provider shall have the right, but not the obligation, to participate in the defense of any claim subject to indemnification under this Agreement.
13. FORCE MAJEURE
13.1 Force Majeure Events
13.1.1 Definition
The Service Provider shall not be held liable for delays or failures in service due to events beyond its reasonable control, such as:
- Natural disasters (including floods, earthquakes, storms, and fires);
- Acts of war, terrorism, riots, or civil unrest;
- Epidemics, pandemics, or public health emergencies;
- Cyberattacks, including distributed denial of service attacks;
- Labor strikes or lockouts;
- Regulatory changes or governmental actions;
- Telecommunications failures or internet service disruptions;
- Power outages or energy shortages;
- Acts or omissions of third-party service providers.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law
14.1.1 Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.
14.1.2 Jurisdiction
Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in Olmsted County, Minnesota.
15. NOTICES
15.1 Method of Notice
15.1.1 Acceptable Methods
All notices required or permitted under this Agreement shall be in writing and delivered by:
- Email to the address provided by each party;
- Registered or certified mail, return receipt requested, to the address provided by each party;
- Nationally recognized overnight courier service to the address provided by each party.
15.1.2 Effective Date of Notice
A notice shall be deemed effective upon receipt by the receiving party.
16. GENERAL PROVISIONS
16.1 Entire Agreement
16.1.1 Complete Understanding
This Agreement constitutes the entire understanding between the Service Provider and the Client and supersedes all previous agreements, discussions, negotiations, proposals, or understandings, whether written or oral, relating to the subject matter of this Agreement.
17. ACKNOWLEDGMENT AND BINDING ACCEPTANCE
By accessing, purchasing, or using Comprehensive Report (CARFAX®) credits, Essential Report (AutoCheck®) subscriptions, or any associated services, the Client acknowledges and agrees to all terms and conditions set forth in this Agreement. If the Client does not accept these terms, they must not use or access the services.