Terms and Conditions
FUEL IMV – Additional Terms
The FUEL Order Form is governed by the Terms and Conditions of the Agreement currently in effect between Cars.com and the Client (the “Agreement”). Additionally, the following FUEL IMV-specific Additional Terms also apply:
- Cars.com Marketplace. Notwithstanding anything in the Agreement to the contrary:
- The FUEL services may not be terminated during the Initial Order Term; following such Initial Order Term the FUEL services will auto-renew on a month-to-month basis until either party provides no less than thirty (30) days’ notice of non-renewal (or the services are otherwise terminated);
- The FUEL services are contingent upon Client maintaining a subscription advertising package on Cars.com for listings/inventory display at the base-level subscription package then-available (or any higher-level package); in the event such advertising package is canceled or otherwise terminates, Cars.com reserves the right to immediately terminate the FUEL services and Client will remain responsible for the full cost of the FUEL services (including without limitation the monthly platform fee) through the original end-date of the Initial Order Term (or month-to-month term if then in effect).
- The FUEL services may not be terminated during the Initial Order Term; following such Initial Order Term the FUEL services will auto-renew on a month-to-month basis until either party provides no less than thirty (30) days’ notice of non-renewal (or the services are otherwise terminated);
- Order Form Details. From time to time, Cars.com and Client may execute Order Forms that will specify: (i) the types and amounts of FUEL services, (ii) the price for such services, (iii) the maximum amount of money to be spent pursuant to the Order Form, and (iv) the start and end dates of the campaign. Other items that may be included are, but are not limited to, reporting requirements, identity of and contact information for any Third-Party Ad Server, campaign-specific details concerning usage of data collected, and any special Ad delivery scheduling and/or Ad placement requirements. Any effective date or other campaign start date included on the Order Form indicates estimate of initial start of campaign; actual effective date will be campaign go-live date which may vary.
- Availability; Acceptance. Cars.com will make reasonable efforts to notify Client within 5 business days of receipt of an Order Form signed by Client if the specified inventory is not available. Acceptance of the Order Form and these Additional Terms will be deemed the earlier of (i) written (which may include paper, fax, or e-mail communication) approval of the Order Form by Cars.com and Client, or (ii) the display of the first Ad impression by Cars.com.
- Compliance with Order Form. Cars.com will comply with this Order Form, including all Ad placement restrictions. Except with regard to CPA, CPL, or CPC campaigns (for which predictability, forecasting, and conversions for such campaigns may vary), Cars.com will create a reasonably balanced delivery schedule. Notwithstanding, Cars.com will have sole discretion for purchases of ad inventory, will choose all third-party vendors/publishers, contract directly with such third parties, and will control timing of all advertising placements.
- Intellectual Property.
- Cars.com Content. As between the parties, Cars.com or its affiliates, licensors or successors (as the case may be) shall own all right, title and interest in any technology or content developed by it, whether under this Agreement or otherwise, or that it uses to provide the FUEL services, including any software (including all routines and algorithms therein and documentation therefor), code, formulas, website platforms, AI, content library (or any portion thereof), website pages, ad templates, stock video footage, page design and layout and associated techniques, CGI or PERL scripting, other works of expression (including literary works, audio works and visual works), inventions, discoveries, processes, methods, compositions, and techniques, and any and all intellectual property rights therein or thereto (“Cars.com Content”). As between the parties, Cars.com Content also includes Audience Data (as defined below). Client hereby grants and agrees to grant to Cars.com the perpetual, irrevocable, royalty-free, transferrable, sublicensable right and license to use any ideas, suggestions or anything else about the services and FUEL Services, or any other Cars.com (or Cars.com affiliate) services or products, suggested or provided by Client for any purpose, without payment or other compensation, forever and throughout the world.
- Custom Material. In the event an Order Form includes creative services or other content creation by Cars.com and for the benefit of Client, then upon payment in full for all amounts due under such applicable Order Form Cars.com conveys and transfers all right, title and interest in and to any custom creative content (“Custom Material”) provided to Client or completed by Cars.com, its affiliate(s) or its third-party vendor prior to the effective date of termination and pursuant to such Order Form. For clarification, in no event will Custom Material include any Cars.com Content. Cars.com may specify the amounts due for such Custom Material as a “Creative Fee” or other similar line item on the Order Form. In the event Cars.com creates, produces or delivers any custom creative content which is rejected by Client, Cars.com shall retain all right, title and ownership in and to the same. Custom Material may integrate certain Cars.com Content and with regard to the same, during the Term Cars.com grants Client a limited, revocable right and license to use such integrated Cars.com Content solely as included in the Custom Material used in the FUEL Services.
- Cars.com Content. As between the parties, Cars.com or its affiliates, licensors or successors (as the case may be) shall own all right, title and interest in any technology or content developed by it, whether under this Agreement or otherwise, or that it uses to provide the FUEL services, including any software (including all routines and algorithms therein and documentation therefor), code, formulas, website platforms, AI, content library (or any portion thereof), website pages, ad templates, stock video footage, page design and layout and associated techniques, CGI or PERL scripting, other works of expression (including literary works, audio works and visual works), inventions, discoveries, processes, methods, compositions, and techniques, and any and all intellectual property rights therein or thereto (“Cars.com Content”). As between the parties, Cars.com Content also includes Audience Data (as defined below). Client hereby grants and agrees to grant to Cars.com the perpetual, irrevocable, royalty-free, transferrable, sublicensable right and license to use any ideas, suggestions or anything else about the services and FUEL Services, or any other Cars.com (or Cars.com affiliate) services or products, suggested or provided by Client for any purpose, without payment or other compensation, forever and throughout the world.
- Payment Terms. Cars.com’s performance is conditioned upon credit approval of Client. Client authorizes Cars.com to obtain a credit report to determine creditworthiness. Payment shall be made by ACH or credit card only. Client agrees to pay all fees specified in the Order Form within 30 days of date of invoice; if any fees are not paid by Client within 30 days of date of invoice, Cars.com may charge and Client shall pay interest on unpaid amounts at the rate of 1.5% per month or the highest rate permitted by law (whichever is less). Cars.com reserves the right to forward all invoices via email. Client agrees to pay all of Cars.com’s costs, including attorneys’ fees, incurred in collecting overdue amounts. Client shall be solely responsible for payment of any taxes applicable to its payment for and/or use of the Products, other than taxes on Cars.com’s income. Cars.com reserves the right to increase fees at any time with 30 days’ notice to Client, provided Client shall have the right to terminate the Order Form in such case by providing Cars.com with written notice prior to the end of such 30-day period. If payment is made by credit card, Client expressly authorizes Cars.com to automatically charge the applicable card on a monthly basis during the term of this Agreement (unless otherwise agreed by the parties) and agrees that any fee increase made in accordance with this Section may also be charged to the same card in the same manner. If Client participates in any manufacturer co-op advertising program, Client is solely responsible for complying with all terms, conditions, and requirements necessary for reimbursement under such program.
- Agency-Specific Terms. This Section only applies where this Agreement is entered into by a third-party as agency for the Client:
- Agency Representations. Agency represents and warrants that it is signing this Agreement as an authorized agent for Client. Without limiting the generality of the foregoing, agency represents and warrants that it has the express authority from Client to (i) bind Client to the obligations of this Agreement, including without limitation the payment of fees; (ii) grant the rights and licenses stated in this Agreement; and (iii) engage Cars.com to provide the FUEL services.
- Audience Data.
- As used in these FUEL IMV-specific Additional Terms, “Audience Data” means any data that directly or indirectly (including, without limitation, via inference or attribution) identifies or allows identification of Cars.com, Cars.com’s sites, brands, products, content, context, users, or audience as such.
- Agency and Client shall each prohibit third-party vendor access to Cars.com Audience Data unless such third-party vendor is bound by confidentiality, non-use and data protection obligations as may be required by Cars.com from time to time. Agency and Client, jointly and severally, are responsible for all acts and omissions of third-party vendors.
- Agency, Client and all third-party vendors are expressly prohibited to use Audience Data:
- to target or retarget any consumer;
- to compile, supplement, sell or distribute of any targeting or retargeting segments;
- for distribution to any third-party except for Client’s sole benefit;
- for purposes of look-alike modeling.
- Agency and all third-party vendors will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to its activities related to this Agreement, including, without limitation, all laws governing consumer privacy and data rights.
- As used in these FUEL IMV-specific Additional Terms, “Audience Data” means any data that directly or indirectly (including, without limitation, via inference or attribution) identifies or allows identification of Cars.com, Cars.com’s sites, brands, products, content, context, users, or audience as such.
- Agency Representations. Agency represents and warrants that it is signing this Agreement as an authorized agent for Client. Without limiting the generality of the foregoing, agency represents and warrants that it has the express authority from Client to (i) bind Client to the obligations of this Agreement, including without limitation the payment of fees; (ii) grant the rights and licenses stated in this Agreement; and (iii) engage Cars.com to provide the FUEL services.
- Miscellaneous. Except with regard to increases in fees, Cars.com reserves the right to update or amend these FUEL IMV Additional Terms at any time and Client shall be notified of any such update or amendment upon posting to this page; Client consents to such notice. Failure of either party to insist upon strict compliance with this Agreement shall not be considered a waiver of such terms and conditions or any other terms and conditions, which may be enforced at any later date. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision shall be removed, and the remaining provisions shall remain in full force and effect. Except for payment obligations, neither party shall be liable to the other party for failure to perform by reason of a force majeure event or any other cause beyond such party’s reasonable control. These FUEL IMV Additional Terms are governed in all respects by the laws of the State of Illinois, without reference to its conflicts of laws principles. The parties hereby agree that all claims arising under or related to this Agreement shall be brought exclusively in a federal or state court in Chicago, Illinois and hereby consent to the personal jurisdiction of such courts. In the event of any conflict between these FUEL IMV-specific Additional Terms and the Terms and Conditions of the Agreement currently in effect between Cars.com and the Client, these Additional Terms shall control.
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Last Updated — November 2, 2020