OfferUp Automotive Advertising Service Terms and Conditions
Last Updated October 8, 2020
For Auto Dealers who signed up for the Service prior to October 8, 2020, the Service Terms located at about.offerup.com/autos-terms-archive/ will apply to your use of the Service until your subscription renews. Upon renewal of your subscription, the Service Terms below will apply to you.
These OfferUp Automotive Service Terms and Conditions (these “Service Terms”), together with any applicable Order Form(s) (“Agreement”), constitute a binding agreement between OfferUp Inc. (“OfferUp”) and the person or entity and their agents who purchase the Service (“Auto Dealer”) (each, a “Party”). By accessing or using the Service or by executing an Order Form that references these Service Terms, Auto Dealer agrees to be bound by these Service Terms and all terms incorporated by reference. If Auto Dealer does not agree to all of these Service Terms, they may not access or use the Service. In the event of any conflict between the terms of an Order Form or these Service Terms, the terms of the Order Form will control.
1. Definitions.
“Order Form” means a sales order, other document, or online order process used to purchase Services from OfferUp.
“Autos” or “Service” means OfferUp’s automotive advertising services made available on the OfferUp marketplace.
2. Autos Advertising Service.
a. Access to the Service. OfferUp grants Auto Dealer a nonexclusive, nontransferable, worldwide right to access and use the Service during the Subscription Periods. By purchasing access to or otherwise using the Service, Auto Dealer agrees to pay the applicable service fees and to use the Service in compliance with these Service Terms and any documentation or policies provided by OfferUp that are applicable to the Service. Auto Dealer understands that OfferUp works with third party digital inventory aggregators (“Inventory Partners”) to access Auto Dealer’s inventory and post it on OfferUp. Auto Dealer authorizes the current Inventory Partner and any future Inventory Partner that OfferUp selects to aggregate and pull Auto Dealer’s inventory data for use and display on the OfferUp platform.
b. Auto Dealer Service Rules. By enrolling in the Services, Auto Dealer acknowledges that (a) it will be given access to create a verified auto dealer account, from which Auto Dealer will be required to post all of their vehicle listings; (b) Auto Dealer is allowed to post one listing per vehicle on the OfferUp marketplace, and agrees not to create duplicate listings for the same vehicle; (c) it may only post its vehicle listings from its verified auto dealer account, not from any other OfferUp account (such as an employee, friend, or family member’s personal account); (d) it may take up to seven days for a new OfferUp Autos feed to become active after enrolling in the service and Auto Dealer may be contacted to seek approval before the feed is turned on; and (e) Auto Dealer’s verified auto dealer inventory feed will be the only method by which Auto Dealer can post vehicle listings on OfferUp, and any manual postings will be automatically deleted every time the inventory feed is synced with OfferUp’s system.
c. Buyer Leads. Auto Dealer acknowledges that OfferUp may give potential buyers the opportunity to share their contact information with Auto Dealer. If Auto Dealer receives this information from OfferUp, Auto Dealer shall not sell the contact information to any third party. Auto Dealer shall indemnify OfferUp for any claim against OfferUp related to the sale of personal information obtained by Auto Dealer through the Service.
d. Rights Reserved by OfferUp. OfferUp reserves the right, in its sole discretion, to (a) modify these Service Terms, the OfferUp Technology, or the Service; (b) impose rules for, limits on use of, or access to, the Service; (c) restrict Auto Dealer’s access to part, or all, of the Service without notice; (d) change, suspend, or discontinue any aspect of the Service; or (e) change pricing for the Service. Except as set forth herein, OfferUp will not be liable to Auto Dealer or to any third party for taking any of the actions listed in (a)-(e) above. OfferUp may terminate Auto Dealer’s use of the Service at any time, for any or no reason, and without prior notice. In the event that OfferUp terminates Auto Dealer’s access to the Service for any reason other than Auto Dealer’s breach of these Service Terms, or if OfferUp modifies the Service in a manner that materially impacts Auto Dealer’s use of the Service, Auto Dealer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for the Service that Auto Dealer had not yet used at the time of termination or modification.
3. Term and Fees. Auto Dealer shall pay all fees specified in the Order Form (“Subscription Fee”) for the specified time period as follows:
a. Payment. OfferUp will charge Auto Dealer’s preferred payment method on file (e.g., credit card or ACH draw) for fees that are due. If a payment is not processed for any reason, OfferUp may suspend access to the Service until payment is made. Auto Dealer shall not access the Service except during a paid-up Subscription Period.
b. Term, Auto Renewal, Fees, Termination, Refund. The effective period of an Autos subscription is set forth in the Order Form (the “Subscription Period”). Unless otherwise stated in the Order Form, each Subscription Period, which is either the Initial Term or a Renewal Term, will automatically renew for additional one-month Renewal Terms, unless the Services are terminated by either Party. At the beginning of a Subscription Period, OfferUp will automatically charge Auto Dealer’s payment method for the Subscription Fee, and thereafter Auto Dealer will be charged by OfferUp on the same day they were billed in each subsequent month of the Subscription Period.
c. Increases. Fees are subject to increases at the level of then-current standard pricing, which will become effective beginning upon the first day of each renewal Subscription Period. OfferUp will notify Auto Dealer of any increase at least 30 days prior to Auto Dealer’s renewal Subscription Period. Such notice may be in the form of an invoice or any other form of notice commonly used by OfferUp to communicate with Auto Dealer. If Auto Dealer objects to the increase, then Auto Dealer should elect to not renew its order of Services.
4. Modifications.
a. Modification Notice. Subject to the restrictions in this section, OfferUp may modify this Agreement by providing prior written notice (“Modification Notice”) to Auto Dealer at least 30 days prior to the effectiveness of the modifications. Notwithstanding the previous sentence, OfferUp is not required to provide prior notice if modifications are necessary to comply with applicable laws, but shall use commercially reasonable efforts to provide prior notice when practicable. If the modifications materially and adversely affect Auto Dealer, and Auto Dealer does not wish to accept such modifications, then Auto Dealer may terminate its subscription by providing written notice to OfferUp within the 30-day period following the date of the Modification Notice.
b. Effective at Renewal Term. If the Modification Notice states that the modifications will become effective upon commencement of a Renewal Term, then the modifications will become effective upon renewal of Auto Dealer’s Subscription Period. Auto Dealer may avoid the applicability of the changes only by cancelling the renewal of its subscription prior to commencement of the Renewal Term.
c. Effective Prior to Renewal Term. If the Modification Notice states that materially adverse modifications will become effective during the then-current Subscription Term, then Auto Dealer may terminate its subscription to the affected Service at any time within the 30-day period following the date of the Modification Notice. Auto Dealer’s termination will become effective on the later to occur of (i) the date on which Auto Dealer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective. If Auto Dealer terminates a Service subscription pursuant to this section, then OfferUp shall refund Auto Dealer a pro rata amount of any prepaid Subscription Fees applicable to the unused portion of the Subscription Term for the terminated Service (excluding any activation or other one-time fees).
d. Continued Use of the Service. If Auto Dealer does not terminate the affected Service subscription as specified in this section, then Auto Dealer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.
5. Restrictions. OfferUp does not grant Auto Dealer license, express or implied, to any OfferUp intellectual property except as specifically authorized by these Service Terms. All the technology and intellectual property used in providing the Service, including computer software programs, websites, networks, and equipment, and any content (collectively, the “OfferUp Technology”) is the property of OfferUp or its third party content suppliers and is protected by United States and international copyright and trademark laws. Auto Dealer shall only use the OfferUp Technology and services as set forth in an Order Form or these Service Terms, and not for the benefit of any third party unless expressly permitted by these Service Terms. Auto Dealer shall not (a) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the OfferUp Technology; (b) reproduce, modify, create, or prepare derivative works of any of the OfferUp Technology; (c) distribute or display any of the OfferUp Technology; (d) share, sell, rent, lease, or otherwise distribute access to the Service; (e) alter, destroy or otherwise remove any proprietary notices within the OfferUp Technology; or (f) disclose the results of any benchmark tests to any third parties without OfferUp’s prior written consent.
6. Other Service Terms. By accessing the Services, Auto Dealer agrees to OfferUp’s standard Terms of Service which are available at https://offerup.com/terms/. Auto Dealer agrees to be bound by those Terms of Service and any changes thereto, which govern their general use of the OfferUp marketplace service. In the event of any conflict between these Service Terms and the OfferUp’s standard Terms of Service, these Service Terms will control.
7. Communications. By using the Service or sending electronic messages to OfferUp, Auto Dealer is communicating with OfferUp electronically. OfferUp may be required by law to provide copies of Auto Dealer communications about the Service or third party products or services. By registering for an account, sending OfferUp an electronic message, or otherwise communicating with OfferUp, Auto Dealer has agreed to communicate with OfferUp electronically, which may include receiving emails from OfferUp or its partners.
8. Account Password and Security. The Service requires Auto Dealer to create a verified auto dealer account with OfferUp, and Auto Dealer must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. In addition to entering relevant account information, Auto Dealer will be asked to choose a password and a username. Auto Dealer is solely responsible for maintaining the confidentiality of the password, username, and other account information. Furthermore, Auto Dealer is solely responsible for all activities that occur under its account, whether authorized or not. OfferUp will not be liable for any loss or damages that Auto Dealer may incur as a result of the use by any party, authorized or otherwise, of Auto Dealer’s password or account. Auto Dealer shall notify OfferUp immediately of any unauthorized use of the account or any other breach of security.
9. No Unlawful or Prohibited Use. Auto Dealer shall not use the Service for any purpose that is unlawful or prohibited by these Service Terms. This prohibition includes, but is not limited to, using the Service in a manner that could damage, disable, overburden, or impair any OfferUp server, or the networks connected to any OfferUp server, or interfere with any other party’s use and enjoyment of any of the Service. Auto Dealer shall not attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to OfferUp through hacking, password mining, or any other means. Auto Dealer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Auto Dealer shall not use the Service to, nor permit any third party to: (a) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (b) download, upload, or otherwise make available materials, software, or information that is not legally Auto Dealer’s and without permission of the intellectual property rights owner; or (c) impersonate someone else or falsely represent Auto Dealer’s identity or qualification, or to breach another’s privacy.
10. Disclaimer of Warranties and Limitation of Liability. The Service is made available to Auto Dealer on an “as is” and “as available” basis, unless otherwise specified in writing. To the fullest extent permissible by applicable law, OfferUp disclaims all warranties express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. The remedies described in this section are Auto Dealer’s only remedies for any breach of warranty or any other claim. OfferUp’s total liability arising out of the Service, whether based on warranties, claim of negligence, or otherwise, shall not in any case exceed the cost paid by Auto Dealer to access the Service during the twelve-month period preceding the events giving rise to the claim or $300, whichever is less, and OfferUp will not be liable to Auto Dealer or any third party for any incidental, consequential, or special damages, including damages for loss of data, goodwill, use of money, stoppage of work, or any other claim.
11. Third Party Services. Third parties may be allowed from time-to-time to offer non-OfferUp products or features to Auto Dealers in conjunction with the Services. Any use by Auto Dealer or its users of such non-OfferUp products is the sole responsibility of Auto Dealer and the applicable provider. OfferUp does not warrant or offer support for non-OfferUp products.