These Terms and Conditions of Service apply to Service Agreements executed by MXS Clients and govern those agreements unless there is a conflict. Any conflict will resolve with the written agreement taking precedence.
\nMXS Solutions shall perform the scope of services which shall include one or more of the services or products as further described in Exhibit A (collectively, “MXS Solutions Services”). One or more of these MXS Solutions Services may involve the following: the alteration of Identified Websites, construction of additional websites, accounts created with social networks, communication of non-exclusive information regarding Client to outside parties solely to the extent necessary to perform MXS Solutions Services, and action in coordination with Client in connection with marketing of Client or its products and services.
\nMXS Solutions shall provide the MXS Solutions Services (a) in accordance with the terms and subject to the conditions set out in this Agreement, including all Exhibits; (b) using personnel of required skill, experience, and qualifications; (c) in a timely manner, using all reasonable skill and care, and in accordance with generally recognized online marketing industry standards, regulatory guidelines, and best practices; and (d) in compliance with all applicable laws and regulations, including the California Consumer Privacy Act and other consumer protection, privacy, and data protection laws and regulations. MXS Solutions will use commercially reasonable efforts to prevent the introduction or coding of viruses, worms, Trojan horses, or any other contaminating or destructive feature into Identified Websites, and to timely mitigate the effects of any such introduction that may occur.
\nIn regards to business entities represented by Client, Client authorizes MXS Solutions to perform the scope of services identified under this Master Agreement.
\nMXS Solutions is not liable for any actions taken or damages caused by Client or their representatives unless MXS Solutions directs or advises Client or their representatives to take the actions that result in damages.
\nIn addition, MXS Solutions shall be permitted to collect, analyze, and disseminate data obtained from the execution of MXS Solutions Services and disclose learnings in such a way as to not identify Client or Client's customers.
\nShould a website property be created by MXS Solutions for Client to use to promote their business, MXS Solutions will use and create; graphics, designs, layouts, templates, databases, software, code, as well as proprietary content that may yet to be created or defined (generally referred to as “materials”) to facilitate the use of the website property. All materials created and used by MXS Solutions will remain MXS Solutions’ property and may only be used as defined under the scope of this Master Agreement. MXS Solutions also maintains the right to withhold use of materials and require destruction of such materials and/or copies obtained by any means. Any materials that Client provides to be included in the website shall remain the sole property of Client.
\nWhere MXS Solutions, LLC (“MXS”) processes customer or lead information for a dealer client in connection with the Services, you are the Controller and MXS is the Processor. All such information (“Client Data”) remains your property; we process it only as necessary to deliver the Services at your documented instructions, and we do not sell, share for cross‑context behavioral advertising, or use Client Data for our own purposes. We may use vetted subprocessors (e.g., hosting, advertising, analytics) and remain responsible for their performance. We maintain appropriate security measures, will notify you without undue delay of confirmed incidents, retain Client Data only as needed, and upon termination will return or delete it at your written election unless law requires retention. Each party will comply with applicable U.S. privacy laws (including CCPA/CPRA), and we will reasonably assist with verifiable consumer requests.
\nThis Master Agreement shall commence on the Acceptance Date and shall continue in full force until expressly terminated according to the terms of this Section (the “Agreement Term”). Either party may terminate this Master Agreement on written notice to the other party if the other party materially breaches any term or condition of this Master Agreement and fails to cure such breach within thirty (30) days after the date of written notice to cure.
\nEach Party, at its expense, shall either destroy or return to the other Party, within five (5) business days after the effective date of termination and at the other Party’s request, all copies of the other Party’s Confidential Information (as defined in this Master Agreement). Notwithstanding the foregoing, (a) any return or destruction requirement is subject to receiving Party’s right to retain copies of the Confidential Information to the extent required by applicable law, regulation, or professional requirements or compliance or internal document retention policies, and (b) nothing requires the deletion or destruction of secured backup tapes or other secured backup media made in the ordinary course of business which cannot reasonably be expunged. In the event of any termination hereunder except termination by Client for MXS Solutions breach, Client shall not be entitled to any refund of any undisputed payments made by Client to MXS Solutions. Any right or obligation of the Parties in this Agreement which, by its nature, should survive termination of this Agreement (including, without limitation, indemnification and confidentiality obligations), will survive termination of this Agreement.
\nThe “Initial Term” shall be 12 months. At the expiration of the Initial Term, This Master Agreement will automatically renew for successive 12-month terms (each 12-month period a “Renewal Term,” together with the Initial Term, the “Term”), unless cancelled by MXS Solutions or Client, either by email or in writing.
\nNotice of cancellation by Client or MXS Solutions will trigger (1) termination of the related MXS Solutions Services and the corresponding MXS Solutions Services fees and charges 30 days after the end of the then-current Term, and (2) the start of a one-month de-boarding phase immediately following the conclusion of those 30 days during which work will be done by MXS Solutions to hard-code work completed during the Term onto the Client’s Identified Website. The work performed during the de-boarding phase will be performed at no cost to the Client. Client affirms that continued access by MXS Solutions to the Identified Website is a requirement to perform this de-boarding phase.
\nIf Client chooses to forgo the one-month de-boarding phase or removes MXS Solutions’ access to the Identified Website before de-boarding work is completed, hard-coding of MXS Solutions work completed during the Term will not be completed. This is explicitly not recommended by MXS Solutions as website content will cease to correctly function after being disconnected from MXS Solutions’ technology without first being hard-coded to the website. Client hereby agrees to indemnify MXS Solutions for any claims that arise from electing to forgo the de-boarding phase.
\nNotice of Exclusion - Model Pages and Specials Pages services rely on an active feed from MXS Solutions technology, therefore Model Pages and Specials Pages CANNOT be hard-coded into an Identified Website and will disappear from the Client’s Identified Website at some point during the de-boarding phase. In this case, the de-boarding phase will be used to re-link the Identified Website to account for the loss of these pages.
\n\nPricing. All payments hereunder shall be made in US dollars. The pricing for all MXS Solutions Services shall be as set forth in Exhibit A.
\n\nTaxes. Each Party shall be responsible for any federal, state, local, municipal, or other sales, use, transfer, excise, property, and other taxes and duties imposed on it under applicable law in respect of such tax with respect to the use, possession, resale, license, or delivery of the MXS Solutions Services sold to, supplied to, or used by, Client under this Master Agreement, or any fees or other amounts paid by Client to MXS Solutions.
\n\nInvoices. On a monthly basis, starting the first full month after the Acceptance Date, MXS Solutions will submit a written or electronic invoice to Client for MXS Solutions Services rendered in the month immediately preceding. The undisputed portion of any invoice will be due within thirty (30) days after receipt by Client of the written invoice from MXS Solutions (in each case, a “Due Date”). Provided that MXS Solutions provides written notice to Client of any invoice that remains unpaid after a Due Date (the date of receipt of such notice by Client, a “Late Fee Notice”), MXS Solutions may assess, in its discretion, a late fee of 3% per month of all undisputed balances that have not been paid within fifteen (15) days from receipt by Client of a Late Fee Notice.
\n\nDelinquency. MXS Solutions Services utilize an active connection to MXS Solutions servers to deliver content on the Identified Website. This connection may be severed if payment with respect to an Account is 45 days delinquent or the Account is terminated.
\nClient agrees to defend, indemnify, and hold harmless MXS Solutions, and its affiliates, and their respective directors, officers, employees, agents, and suppliers against any and all losses, liabilities, claims, awards, damages, judgments, settlements, and costs and expenses, including reasonable attorney’s fees and expenses, relating to any third party or MXS Solutions claim, action, or demand arising out of or related to (1) Client breach of this Master Agreement, (2) Client’s offer, sale, lease, servicing, and/or financing of a product through any channel provided by MXS Solutions not in accordance with the terms of this Agreement, and (3) any other act or omission by Client, its associates, or accounts in violation of the terms of this Master Agreement and written direction or advice from MXS Solutions to Client regarding the applicable MXS Solutions Services. Client also acknowledges that Client’s use of the MXS Solutions Services in violation of this Master Agreement may cause MXS Solutions or its suppliers severe and irreparable harm for which monetary relief may be inadequate and that, upon such misuse or threatened misuse, MXS Solutions is entitled to seek injunctive relief to stop such misuse, in addition to MXS Solutions’ other available remedies.
\n\nMXS Solutions agrees to defend, indemnify, and hold harmless Client, and its affiliates, and their respective directors, officers, employees, agents, and suppliers against any and all losses, liabilities, claims, awards, damages, judgments, settlements, and costs and expenses, including reasonable attorney’s fees and expenses, relating to any third party or Client claim, action, or demand arising out of or related to (1) MXS Solutions’ breach of this Master Agreement, (2) the violation of any applicable law or regulation that governs the MXS Solutions Services, including any violation of a third party’s intellectual property rights, and (3) any other act or omission by MXS Solutions, its employees, Affiliates, contractors, vendors, or agents.
\n\nEXCEPT AS EXPRESSLY SET FORTH HEREIN, THE MXS SOLUTIONS SERVICES PROVIDED BY MXS SOLUTIONS HEREUNDER, ARE PROVIDED “AS IS” AND MXS SOLUTIONS MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, CONCERNING THE MXS SOLUTIONS SERVICES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER OR IN THE CASE OF A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, NEITHER PARTY’S LIABILITY HEREUNDER, IF ANY, SHALL EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY CLIENT FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRED. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER OR IN THE CASE OF A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OF THIS MASTER AGREEMENT OR CLIENT USE OF THE MXS SOLUTIONS SERVICES, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
\n \n \nProvisions of this Section shall apply for the purposes of supplying MXS Solutions Services to Client. \nIn the event that collection of the Client’s inventory from an Identified Website requires MXS Solutions or its third-party vendors to access the Client’s computer systems to pull data, Client specifically requests and authorizes such access and will provide MXS Solutions with such system access and permissions that MXS Solutions reasonably requires to perform the applicable MXS Solutions Services during the respective Term, including as applicable, use of the Client’s auto, parts, or other inventory (including all data and images associated with such inventory records) in aggregate or statistical form (“Inventory”). In addition, Client grants to MXS Solutions a revocable, non-exclusive, worldwide, non-transferable royalty free license to use the Client name and URL, and any trademarks, service marks and related assets provided to MXS Solutions by Client (“Materials”) to the extent necessary to provide the MXS Solutions Services under a Work Order, including, without limitation, the right for MXS Solutions or its third party providers to display such Materials on Identified Websites in connection with providing the MXS Solutions Services.\n\nMaterials are accepted and Inventory will be used by MXS Solutions upon the representation that, to the best of Client’s knowledge, (1) all Inventory is accurate and current, and (2) Client has the right to publish the Materials as contemplated under a Work Order without infringing the rights of any third party and without violating any law. MXS Solutions will coordinate with the website inventory framework company to work with requests made by Client, for and on the Identified Website(s) when required.\n
\nUnder this Master Agreement, all information disclosed or made available by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including but not limited to, all financial, technical or business information relating to Disclosing Party or its customers, pricing, Client reports, trade secrets, research and development test results, systems and tools, marketing or business plans, strategies, tactics (including mandatory and digital tactics), forecasts, budgets, projections, customer and supplier information, and any other analyses, computations or studies prepared by or for the Disclosing Party, whether written or oral, is “Confidential Information.” Confidential Information does not include information which:\nat the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Master Agreement by the Receiving Party or any of its Representatives (as defined below);\nat the time of disclosure is, or thereafter becomes, available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Receiving Party by a legal, fiduciary, or contractual obligation to the Disclosing Party;\nwas known by or in the possession of the Receiving Party or its Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Master Agreement;\nwas or is independently developed by the Receiving Party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or\nis required to be disclosed pursuant to law, provided the Receiving Party uses reasonable efforts to give the Disclosing Party reasonable advance notice of such required disclosure in accordance with the applicable terms below. \n\nThe Receiving Party (a) will hold, protect, and safeguard the confidentiality of all such Confidential Information of the Disclosing Party with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (b) will not disclose such Confidential Information to any third parties and will take all reasonable steps to prevent such disclosure, and (c) will not use any Confidential Information of the Disclosing Party for any purpose except to the extent reasonably necessary to perform its obligations or exercise its rights under this Master Agreement. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s responsible employees, agents and consultants (“Representatives”) who have a bona fide need to have access to it, but only to the extent necessary to perform its obligations or exercise its rights under this Master Agreement. The Receiving Party will instruct in writing, all such persons not to disclose such Confidential Information to third parties without the prior written permission of the Disclosing Party, and will be responsible for ensuring that they comply with the terms of this Master Agreement. Notwithstanding the foregoing, Client agrees to not disclose Confidential Information that MXS Solutions has identified as trade secrets or tactics (including mandatory and digital tactics), or anything proprietary as defined by MXS Solutions’s Terms of Service, to any person who is not an employee of Client without MXS Solutions prior written consent. \n\nNothing in this Agreement precludes the Receiving Party from disclosing Confidential Information of the Disclosing Party that it is legally compelled to disclose, provided that, prior to making any such disclosure and to the extent legally permitted, it agrees to provide the Disclosing Party with prompt notice thereof so that a protective order or other appropriate remedy may be sought and/or compliance with the provisions of this Agreement may be waived. If such protective order or other remedy is not obtained, or compliance with the provisions of this Agreement is not waived, the Receiving Party will disclose only that portion of the Confidential Information that it is advised by opinion of counsel it is legally required to disclose and will exercise reasonable efforts to maintain the confidentiality of such Confidential Information.\n\n By engaging in offering and delivering these services MXS Solutions shall be deemed a “service provider” as defined under the California Consumer Privacy Act. \n\nThis provision shall survive the termination of this Master Agreement. The Parties acknowledge that the Confidential Information is of a special and unique character that gives it peculiar value and any breach of the obligations hereunder may cause the other party great and irreparable injury that cannot be adequately compensated by the payment of damages. Accordingly, without limiting any other remedies to which the other may be entitled, MXS Solutions or Client, as the case may be, shall be entitled to seek the remedies of injunction, specific performance and other equitable relief to redress any breach or prevent any threatened breach of this section.\n
\nMXS Solutions does not guarantee eligibility or reimbursement for any manufacturer co-op program(s). Client assumes sole responsibility for the management of co-op reimbursement programs in which the Client participates.
\nNeither Party shall be liable for delays in performance caused by fire, flood, act of God, explosion, accident, unavailability of parts or materials, energy shortage, labor trouble, war, acts of terror, inclement weather, sabotage, law, governmental regulation, action or restriction, or any other cause reasonably beyond its control provided the impacted party gives prompt notice of the resulting delay and uses commercially reasonable efforts to mitigate its impact.
\nThis Master Agreement does not create a joint venture, partnership, employment, agency, franchise, or representative relationship between or among MXS Solutions and Client. It is understood and acknowledged that the MXS Solutions Services which MXS Solutions will provide to Client hereunder shall be in the capacity of an independent contractor and not as an employee or agent of the Client. MXS Solutions shall control the conditions, time, details, and means by which MXS Solutions performs the MXS Solutions Services. The Client shall have the right to inspect the work of MXS Solutions as it progresses for the purpose of determining whether the work is completed according to the applicable Work Order. MXS Solutions has no authority to commit, act for or on behalf of the Client, or bind the Client to any obligation or liability.
\nThis Master Agreement and the rights and duties of hereunder may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, provided, however, that either Party may assign its rights or delegate its obligations, in whole or in part, without such consent to (a) one or more of its Affiliates, or (b) an entity that acquires all or substantially all of the business or assets of such Party to which this Master Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. \"Affiliate\" means an entity or person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a Party. MXS Solutions may engage any of its Affiliates and other subcontractors or third party vendors selected by MXS Solutions in its sole discretion to assist in performing its obligations or services under this Master Agreement, provided that MXS Solutions will remain fully responsible and liable under this Agreement for any acts or omissions of such Affiliates, subcontractors or third party vendors as if such acts or omissions were those of MXS Solutions. This Master Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
\nThis Master Agreement shall be construed and enforced in accordance with the laws of the State of California. Client agrees that a venue for any action to enforce or interpret this Master Agreement shall be in the state or federal court located in Los Angeles County, California.
\nEACH PARTY AGREES THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS MASTER AGREEMENT, OR THE MXS SOLUTIONS SERVICES, OR OTHERWISE RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES, WHETHER IN CONTRACT, TORT OR OTHERWISE.
\nIf any provision in this Master Agreement is found to be invalid, void, or unenforceable, the remaining\nprovisions will nevertheless continue in full force and effect provided the original intent of the Parties can be fulfilled, and the invalid, void or unenforceable provision shall be modified or eliminated to the minimum extent necessary to be valid and effective.\n
\nNo waiver by any Party of any of the provisions of this Master Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Master Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Master Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
\nThe Parties to this Master Agreement agree that this Master Agreement was negotiated fairly between them at arm’s length and that the final terms of this Master Agreement are the product of the Parties' negotiations. Each Party warrants and represents that it has sought and received legal counsel of its own choosing with regard to the contents of this Master Agreement and the rights and obligations affected hereby. The Parties agree that this Master Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Master Agreement therefore should not be construed against a Party or Parties on the grounds that the Party or Parties drafted or was more responsible for drafting the provision(s).
\nThis Master Agreement, including and together with any related exhibits, is the sole and entire agreement of the Parties concerning the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. \n\nNo amendment to, or modification of this Master Agreement is effective unless it is in writing, identified as an amendment to this Master Agreement and signed by an authorized representative of each Party.\n
\nThis Master Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Master Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Master Agreement. Each Party represents and warrants that (i) it has the full right, power, and authority to enter into and perform under this Master Agreement; and (ii) neither the execution, delivery, nor performance of this Master Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which it is bound.
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