Terms of Use

Introduction and Acceptance

Welcome to copilotsearch.com. CoPilot, LLC (“CoPilot”, “we”, “us” and “our”) offers you access to its interactive online websites, applications and services. These Terms of Use, together with our http://www.copilotsearch.com/privacy and any additional terms which might apply to certain products or services, govern your use of our websites (“Website”) or any mobile or other applications that we now or in the future may offer (“Applications”). The Website and all of the Applications on which we place these Terms of Use, together, constitute our “Services.”

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING AND/OR USING THE SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN THE “AMENDMENT; ADDITIONAL TERMS” SECTION BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES.

Changes to this Terms of Use

We reserve the right, in our sole discretion and at any time, to make changes to this Terms of Use and our other policies concerning the use of our Services. We also reserve the right, in our sole discretion and at any time, to waive or modify any of the terms of this Terms of Use as they apply to a specific Visitor, without affecting the application of these terms to any other Visitors. Changes will be effective when made and the updated Terms of Use or applicable policy is posted on CoPilot; provided, however, that no such change shall be applicable to any dispute between you and us that arises prior to the time such change is effective. Accordingly, you should visit this Terms of Use periodically to review its provisions.

Our Services

Our Services offer vehicle search services including information related to price, price analysis, and other information. We do not advertise, offer for sale, or broker any of the vehicles (the “Vehicles”) that you view through our Services. The Vehicles are owned, advertised, and offered for sale by third parties (the “Vehicle Sellers”) either directly or as an agent of another third party. The Vehicle Sellers are responsible for the Vehicles, and the Vehicle Sellers’ terms apply to your purchase of a Vehicle, if any. Your interaction with any Vehicle Seller is at your own risk, and we do not have any responsibility if anything goes wrong with your interaction with the Vehicle Seller or with your shopping for, or purchase or use of a Vehicle.

The display on the Services of any particular Vehicle or Vehicle Seller does not imply or constitute a recommendation by us of that Vehicle or Vehicle Seller or a sponsorship by or approval of us by that Vehicle Seller.

We provide content, including Vehicle descriptions and pricing, made available by Vehicle Sellers, and we are not responsible for the accuracy or completeness of any such content. We do not have any control over the Vehicle Sellers, and we do not verify the content that they provide or make available to the Services.

Intellectual Property

The Services and included content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the “Services Content”) and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Services are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in the Services or any Services Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

Services Access and Use

Access to the Services including, without limitation, the Services Content is provided for your information and personal, non-commercial use only. When using the Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Services Content for any purpose whatsoever without obtaining prior written consent from us or, in the case third-party content, its respective owner. In certain instances, we may permit you to download or print Services Content or both. In such a case, you may download or print (as applicable) one copy of Services Content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing Services Content.

Furthermore, except as expressly permitted in these Terms of Use, you may not:

1. remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Services or Services Content;
2. circumvent, disable or otherwise interfere with security-related features of the Services including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Services or Services Content;
3. use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Website or Services Content for any purpose without our express written permission. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy Services Content from the Services for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Services Content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;
4. collect or harvest any personally identifiable information from the Services including, without limitation, user names, passwords, email addresses;
5. solicit other users to join or become members of any commercial online service or other organization without our prior written approval;
6. attempt to or interfere with the proper working of the Services or impair, overburden, or disable the same;
7. decompile, reverse engineer, or disassemble any portion of any the Services;
8. use network-monitoring software to determine architecture of or extract usage data from the Services;
9. encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., using another person’s Membership (as defined in the “USER REGISTRATION” section) without permission, etc.);
10. violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
11. engage in any conduct that restricts or inhibits any other user from using or enjoying the Services.

You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

User Registration

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy http://www.copilotsearch.com/privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

User Content

We may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Services (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“User Content”). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published on the Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.

You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the rights holder. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

You represent, warrant, and covenant that you will not submit any User Content that:

1. violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity;
2. impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable;
3. encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
4. is an advertisement for goods or services or a solicitation of funds;
5. includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references;
6. contains a formula, instruction, or advice that could cause harm or injury; or
7. is a chain letter of any kind.

Moreover, any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying the Services will not be permitted.

By submitting User Content to us, simultaneously with such posting you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (1) in connection with our business; and (2) in connection with the businesses of our successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as permitted by the functionality of the Services and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.

We reserve the right to display advertisements in connection with your User Content.

We have the right, but not the obligation, to monitor User Content. We have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access to any User Content.

Services Content and Third-Party Links

We provide the Services including, without limitation, Services Content for informational and entertainment purposes only. You may not rely on any information and opinions expressed on any of our Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Services Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Services Content.

In many instances, Services Content will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Services.

If there is a dispute between persons accessing the Services or between persons accessing the Services and any third party, you understand and agree that we are under no obligation to become involved. If there is such a dispute, you hereby release CoPilot, LLC, its officers, directors, employees, parents, partners, successors, agents, affiliates, subsidiaries, and their related companies from claims, demands, and damages of every kind or nature arising out of, relating to, or in any way connected with such dispute.

The Services may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

Indemnification

You agree to indemnify and hold harmless CoPilot, LLC and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Services; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

Disclaimers

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, COPILOT, LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (i) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SERVICES OR SERVICES CONTENT; (iii) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (iv) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR SERVICES OR ACCESSED THROUGH THE SERVICES; (v) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; (vi) WARRANTIES THAT YOUR USE OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (vii) WARRANTIES THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED.

Limitation of Liability

IN NO EVENT WILL COPILOT, LLC, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF COPILOT, LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY COPILOT, LLC DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR \$100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF THE SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

All prices, incentives and rebate information, and other information displayed on CoPilot are gathered from sources and based on algorithms that are believed by us to be reliable but we do not verify this information and no assurance can be given that this information is accurate, complete or current. Before purchasing any vehicle or other products or services you read about on CoPilot, you should confirm with the dealer or vendor any information (including the price and available incentives or rebates) that is important to your decision.

Copyright Policy

We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Membership of users suspected to be infringing the copyrights (or other intellectual property rights) of others.

Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:

DMCA Agent

CoPilot LLC

910 W. Van Buren

Suite 100-406

Chicago, IL 60607

dmcaagent@copilotsearch.com

If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

Choice of Law; Jurisdiction and Venue

These Terms of Use shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules. For any legal proceedings against CoPilot, LLC or any of its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use and that are that are excluded from our agreement to arbitrate, below, shall be brought exclusively in the state and federal courts located in Chicago, Illinois and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Dispute Resolution & Mandatory Arbitration

We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at copilot@copilotsearch.com. We will contact you based on the contact information you have provided us or that we obtain by other means.

If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.

We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS’ website (www.jamsadr.com) or by calling JAMS at 949-224-1810.

We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction

Exception to Arbitration. Either of us may bring qualifying claims in small claims court. Further, pursuant to the “NO CLASS ACTION” section below, we each agree that any arbitration will be solely between you and CoPilot, LLC, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction in section is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the classwide dispute must be brought in court.

No Class Actions

TO THE EXTENT ALLOWED BY LAW, YOU AND WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

No Trial by Jury

TO THE EXTENT ALLOWED BY LAW, YOU AND WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

Amendment; Additional Terms

We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Services generally, unique parts of the Services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website, notification by email or through any of our Applications. It is your responsibility to review the Terms of Use and the Services from time to time for any changes or Additional Terms. Your access and use of any the Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of the Services and, if applicable, terminate your Membership.

Miscellaneous

No waiver by us of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.

You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.