Dealer Agreement (Terms and Conditions for Dealers)

In this Dealer Agreement, ‘2me Corporation’ refers to 2me Corporation Pty Ltd and ‘You’ or ‘Your’ refer to you or your company (if you are representing your company).

1. What does this Dealer Agreement cover?

1.1. This Dealer Agreement governs the terms between 2me Corporation and You regarding CARDEALS2ME.

1.2. Please read these terms carefully and keep a copy of these terms for your records. By accepting these terms, You are entering into a legally binding agreement with 2me Corporation. If You do not agree with these terms or do not have authority to represent Your company, do not use CARDEALS2ME.

1.3. Please also note that 2me Corporation reserves the right to review and change any of these terms at its sole discretion. If You accept these terms, 2me Corporation will take reasonable steps to provide You with notice of any changes to these terms.

2. What is CARDEALS2ME?

2.1. A key feature of CARDEALS2ME is to introduce vehicle dealerships with potential buyers. The details of this service are set out in clause 3.

2.2. CARDEALS2ME is operated by 2me Corporation.

3. What service is offered through CARDEALS2ME?

3.1. If You accept and comply with these terms, 2me Corporation will provide the services set out in this clause 3.

3.2. 2me Corporation will notify You by email of any requests for quotes submitted through CARDEALS2ME where the request matches:

the type of car that You have indicated (through CARDEALS2ME) as selling; and
the state in which You have indicated (through CARDEALS2ME) as operating.

3.3. When You are notified of a request for quotes, 2me Corporation will provide You with a time-limited opportunity to respond through CARDEALS2ME according to the subscription type that applies to You.

a Standard Subscription would allow You two (2) business hours (9AM to 5PM, Monday to Friday in Your state) to respond with a drive away offer and contact details provided by You; or
a Premium Subscription would allow You two (2) business hours (9AM to 5PM, Monday to Friday in Your state) to respond with a drive away offer; up to eight (8) preset offers; a message of up to 25 words); contact details (as provided by You through CARDEALS2ME); and a push notification to the potential buyer that includes Your name (subject to push notification being activated by the potential buyer).

For clarity, a drive away offer means the offered sell price of the car including duty, twelve (12) months private registration and compulsory third party insurance (if applicable).

3.4. 2me Corporation will also send You an email containing a monthly report of statistical information,

total number of requests of quotes notified to You;
top three lines that were enquiries on within the two above parameters; and
percentage of responses to quotes by You.

3.5. CARDEALS2ME is solely intended to introduce vehicle dealerships with potential buyers. 2me Corporation will not provide You with:

any personal contact details or information of potential buyers;
any certainty or guarantee that a potential buyer will purchase a vehicle from You; or
any certainty or guarantee that CARDEALS2ME will result in higher sales of vehicles by You.

4. How do You access CARDEALS2ME as a subscriber?

4.1. To access the services described in clause 3 and be a subscriber of CARDEALS2ME, You must:

register an account;
agree to be bound by the terms of this Dealer Agreement;
select a subscription that You decide as suitable for Your use; and
pay the applicable fee (if any) for the selected subscription by credit card.

4.2. You may make payment of the subscription fee using the services provided by Stripe Inc. You agree to be bound by Stripe Inc’s terms regarding payment, which are located at -https://stripe.com/au/checkout/legal.

4.3. You acknowledge that:

one subscription applies to one single dealership site selling one brand of vehicle;
an additional subscription is required for each additional site; and
an additional subscription is required for each additional brand of vehicle.

4.4. You acknowledge that:

the minimum initial subscription period is six (6) months (excluding any trial periods);
after the initial six (6) month period, a recurring monthly subscription period applies until You cancel the subscription with one (1) month’s notice in advance; and
2me Corporation can vary the subscription fees at any time and that varied fee will come into effect after the end of the existing subscription period.

4.5. As part of the process set out in clause 4.1, You must provide personal information about You, such as Your:

email address;
password;
telephone number;
state;
Your Dealer Licence Number;
brand(s) of cars that You sell; and
credit card details.

We will handle this personal information as set out below in clause 9.

5. What obligations and responsibilities do You have as a subscriber of CARDEALS2ME?

5.1. To maintain the integrity of CARDEALS2ME for dealerships and potential buyers, You must only use CARDEALS2ME as permitted by the terms of this Dealer Agreement.

5.2. You must ensure that any information you give through CARDEALS2ME and to 2me Corporation is and will always be current, accurate and true.

5.3. Where a request for the payment of a subscription fee is denied or returned for any reason, you agree to be liable for any costs, including banking fees and charges, associated with the subscription fee.

5.4. You are not permitted to:

use CARDEALS2ME for an illegal purpose, such as misleading and deceptive conduct or fraud. This includes using a false email address, impersonating others, misrepresenting Your affiliation with others or confusing or misleading potential buyers;
interrupt, negatively impact or alter the operation of CARDEALS2ME in any way (or attempt to do so);
automate Your use of CARDEALS2ME; or
modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or re-sell any information, content, software, or item obtained from or through CARDEALS2ME other than in accordance with this Dealer Agreement.

5.5. You agree to prevent unauthorised access to Your account. You acknowledge that You are solely responsible for:

all use of CARDEALS2ME under Your account (whether or not authorised by You). This includes the quality and integrity of the data that You give through CARDEALS2ME and to 2me Corporation; and
all acts (and omissions) of anyone that has access to Your account.

6. How can CARDEALS2ME suspend or terminate Your subscription?

6.1. The integrity of CARDEALS2ME is paramount and You acknowledge that 2me Corporation will suffer from any breach of these terms by You, including clause 5. If You breach any of the terms in clause 5, You agree to indemnify 2me Corporation and keep 2me Corporation indemnified for any loss, damage or injury to 2me Corporation resulting from the breach.

6.2. In addition to clause 6.2, 2me Corporation may terminate this Dealer Agreement with You and/or suspend the services if:

You breach any of the terms in clause 5; and/or
You do not pay the fee that applies to Your subscription.

7. What refunds are available under this Dealer Agreement?

To the extent permitted by law, 2me Corporation will only provide you with a refund of the subscription fee in the event that 2me Corporation is unable to provide its services through CARDEALS2ME. This refund will be the proportional amount of the subscription fee that is unused.

8. What are 2me Corporation’s liabilities under this Dealer Agreement?

8.1. Nothing in these terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

8.2. Subject to clause 8.1 and to the extent permitted by law:

(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these terms are excluded; and
(b) CARDEALS2ME is provided "as is" and 2me Corporation will not be liable for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the services or these terms (including as a result of not being able to use the services or the late supply of the services).

8.3. To the extent permitted by law, 2me Corporation's total liability arising out of or in connection with the services or these terms will not exceed the resupply of the services to You.

9. How will 2me Corporation handle Your personal information?

9.1. 2me Corporation takes your privacy seriously and any personal information provided through Your use of CARDEALS2ME. You acknowledge that any personal information that You provide to 2me Corporation directly or through CARDEALS2ME:

may be disclosed to any of our employees, officers, professional advisors, agents or subcontractors as reasonably necessary for the operation of CARDEALS2ME and the services set out in this Dealer Agreement;
may be disclosed to comply with a legal requirement through a court order, subpoena, warrant or in the course of a legal proceeding or in response to a law enforcement agency request;
may be stored between subcontractors in countries outside Australia which may include countries in the Asia Pacific such as Singapore and Tokyo; and
may be disclosed in de-identified form to a potential purchaser or investor of 2me Corporation under confidentiality obligations.

9.2. You acknowledge that 2me Corporation may also collect and use information about You that is not personal information to improve the operation of CARDEALS2ME. This includes statistical information regarding Your use of CARDEALS2ME.

10. Intellectual Property

10.1. 2me Corporation owns all rights in CARDEALS2ME, including copyright in CARDEALS2ME and trademark rights in CARDEALS2ME trademarks. These rights are protected under the laws of Australia and internationally through international treaties.

10.2. All rights are reserved in CARDEALS2ME, which include text, graphics, logos, button icons, code, scripts, design elements and interactive features.

11. Dispute Resolution

11.1. If a dispute relates to these terms (Dispute), a party may not commence any Tribunal or Court proceedings relating to this dispute unless the following clauses have been complied with or where urgent interlocutory relief is sought.

11.2. A party claiming a Dispute must give written notice to the other party with details of the dispute, the desired outcome and the action required to settle the Dispute. On receipt of the notice, the parties must endeavor to resolve the dispute in good faith within thirty (30) calendar days of the notice being sent.

11.3. If a Dispute has not been resolved according to clause 11.2, the Parties must agree to appoint a mediator (or request the President of the Australian Mediation Association or his or her nominee to appoint a mediator) and attend a confidential mediation in Victoria, Australia. Each party must pay their own costs associated with the mediation.

12. Severance and Assignment

If any part of these terms is found to be void or unenforceable by a Court of competent jurisdiction, that part will be severed and the rest of the terms will remain in force. 2me Corporation may assign its rights under this Dealer Agreement to a third party without Your consent.

13. Governing Law and Jurisdiction

The laws of Victoria, Australia govern these terms and You submit to the jurisdiction of the courts there for resolving any dispute under this Dealer Agreement.