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Below is the User Agreement for the Payoff and Inquiry System, Inc. (“PoIS” or the “Company”) web site for automobile dealers that purchase, sell, trade, finance, and arrange loans to consumers with respect to the purchase of used automobiles and the sale of new or used automobiles (herein, an “Auto Dealer” or “Auto Dealers”). This is also where you will find posted updates to this Agreement in the future.
YOUR USE OF THIS WEB SITE AND ITS ENTIRE CONTENTS, INCLUDING BUT NOT LIMITED TO, THE TEXT, DATA, INFORMATION, MATERIALS, SOFTWARE AND GRAPHICS CONTAINED OR PROVIDED THROUGH IT IN ANY FORM OR MEDIA AND ALL SERVICES AND PRODUCTS THAT MAY BE PROVIDED IN CONJUNCTION WITH IT (ALL SUCH INFORMATION AND SERVICES, COLLECTIVELY, THE “WEB SITE”) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT (“AGREEMENT”). BY USING THE WEBSITE, REGISTERING WITH PoIS AS A AUTO DEALER OR ACCEPTING ANY RELATED SERVICES FROM PoIS, YOU AGREE THAT YOU: (1) HAVE READ AND UNDERSTAND, AND HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (2) ARE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
PoIS may change the terms and conditions of this Agreement at any time. In the event of such changes, you will be asked to re-confirm your understanding of the terms and conditions by electronic signature. By using the web site after any such changes take place, you signify your acceptance of the changes and your agreement to be bound by them.
Operation of Services.
The Service will permit Dealer to: (a) contact the Lender (as defined below) to coordinate the payment necessary for the Lender to release their lien on an applicable vehicle and (b) electronically transmit payment in satisfaction of that lien. Dealer agrees to use the PoIS System to handle payoff transactions for vehicles and to process and receive payments to Company for settlement with lending institutions that hold liens on vehicles that are acquired by Dealer. The Services operate as follows:
(a) Dealer will make available the PoIS System to its personnel and will instruct (with Company’s reasonable assistance) such personnel on the use of the Services. Dealer will designate an individual as Administrator who may create and edit users and permissions within the PoIS System and who will serve as an initial point of contact for the Company.
(b) When Dealer acquires a vehicle with a lien held by a Lender, Dealer will input the transaction into the PoIS System - including a valid Vehicle Identification Number for the vehicle (along with at Dealer’s option certain additional information relating to the vehicle) and choose the Lender from a list provided by the PoIS System. Dealer will ensure that all transactions are inputted or uploaded in accordance with the PoIS System instructions available on the PoIS website as such may be amended by PoIS from time to time in PoIS’s sole discretion.
(c) The Lender will respond to the transaction and will enter the amount required to payoff the lien (“Payoff Amount”),in accordance with Lender’s standard payoff timeframe, which Lender may change, from time to time.
(d) Lender will indicate acceptance of Dealer’s offer to payoff the subject lien using the PoIS system. Once Lender has accepted Dealer’s offer, no amounts may be changed by the Dealer, unless the Dealer chooses to Reset the transaction in the PoIS system.
(e) Dealer agrees to make funds immediately available, payable in U.S. dollars to PoIS through the Automated Clearing House (“ACH”) financial network, in an amount equal to the Payoff Amount PLUS the processing fee set forth on Exhibit A on the same business day as the Lender’s response to the transaction if such response is made by 8 P.M. Eastern Standard Time or by close of the next business day if the response is made after that time.
(f) Company will submit the Payoff Amount to the Lender electronically and will encourage the Lender to complete timely delivery of the title or electronic title information as the case may be. Dealer’s address for shipping of titles shall be entered into the PoIS System during initial set up of the Services and is made available to the Lender.
(g) Lender will be responsible for sending the title or title information related to the particular transaction to Dealer using overnight delivery. Company will advise Lender of the Dealer’s preferred method of title delivery as selected on Attachment A.
Lenders. A list of participating lending institutions with which the Company has established a relationship to use the PoIS System (“Lenders”) is provided on the Company website. PoIS shall be the exclusive provider of payment management services for vehicle payoff transaction for Dealer for all Lenders and Dealer will use commercially reasonable efforts to use the PoIS System and Services when the Service is available for a particular Lender.
Post-System Entry Complications. Dealer recognizes that from time to time, complications may occur in processing of payment transactions due to factors outside of PoIS’s reasonable control. Examples of such complications include, without limitation, delays resulting from: (a) inaccurate records or title information (such as where the Lender has not been accurately identified), (b) incorrectly inputted, uploaded or accepted transactions or failure to use the PoIS System in accordance with the instructions, (c) the unavailability of or difficulties with the Company’s underlying Internet service, and (d) maintenance of the Services occurring during non-business hours. In the event that such complications or delays arise, PoIS will advise Dealer as promptly as reasonably possible of the reason for the delay and will use commercially reasonable efforts to assist in resolving the issue. In no event shall any such complications be construed to constitute a breach of this Agreement and in no event shall PoIS be responsible for any such complications, resulting delays or failure to resolve such complications.
Mis-Entry by Dealer or Lender. Although the PoIS System includes several mechanism designed to promote accurate entry of transactions into the PoIS System, Dealer acknowledges and understands that entry of data into the PoIS system is beyond PoIS’s control and that PoIS cannot ensure that mis-entry of information into the PoIS System will not occur. Such mis-entry includes without limitation, the incorrect entry of payoff information or other financial or transaction related information by Dealer or Lender. At Dealer’s request, PoIS will use commercially reasonable to assist Dealer in resolving such errors. In no event shall any such errors be construed to constitute a breach of this Agreement and in no event shall PoIS be responsible for any such errors, resulting delays or failure to resolve such errors.
Payments for PoIS Services
(a) Transaction Fees for Services provided by Company hereunder are set forth in Attachment A, and are hereby incorporated by reference. All amounts listed in Attachment A exclude sales, use and other taxes and Company reserves the right to invoice and collect any such taxes, fees or other charges from Dealer. Dealer will transmit the required processing fee(s) with the payment for each transaction.
(b) For any and every Dealer’s ACH payment denied by Dealer’s bank or other financial institution, Dealer will pay Company a Payment Denied Fee as set forth in Attachment A. Company shall invoice such fees to Dealer through the PoIS portal. Dealer will promptly remit payment for such fees through the ACH system.
(c) Company reserves the right to amend the fee schedule set forth in Attachment A upon thirty (30) days written notice to Dealer.
Use of the web site
Subject to the terms of this Agreement, PoIS grants you a revocable, non-transferable, non-exclusive limited license to use those portions of the web site to which you are granted access (herein, the “Services”). Except to the extent that PoIS has previously provided you with written authorization to do so, you may only use this web site for your own commercial use and not for any use on behalf of any third party. Use of the web site is intended only for citizens or residents of the United States or its territories.
You may download or print hard copies of pages or reports from the web site or portions thereof unless otherwise previously authorized by PoIS in writing, you may do so only for your own commercial use and not on behalf of any third party. And such downloads/hard copies must contain the following -- “Copyright (c) 2012 Payoff and Inquiry System, Inc. All rights reserved” at the bottom of any downloaded or printed page.
Except as expressly set forth in this Agreement or otherwise authorized by PoIS in writing, you may not modify, copy, distribute, disclose, retransmit, sell, publish, broadcast, or circulate this Web site, or any portion of it (including, but not limited to, any download or printed copies made from it) without PoIS’s prior written consent. PoIS has the right, at any time without notice, to: (i) revoke or limit your license to use the web site or any portion of it, and (ii) change or discontinue providing the web site or any portion of it. PoIS has no obligation to update the web site or to correct any errors or omissions that might be contained in it.
Ownership and Copyright
You acknowledge and agree that this web site and the information contained in or associated with it are owned by PoIS and/or third-party content providers (“Content Providers”) and are protected by U.S. and international copyright and other intellectual property laws. You further acknowledge and agree that you will not use this data or information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to protect them from illicit distribution or use. Each Content Provider is a third party beneficiary of this Agreement to the extent necessary to enable it to enforce its proprietary and intellectual property rights in the data and the applicable use restrictions contained in this Agreement.
Payoff and Inquiry System, Inc., PoIS, and associated logos and imprints are registered marks of PoIS. You will not use or allow any third party to use any of PoIS’s marks, including but not limited to the foregoing, without the prior express written approval of PoIS. All marks not owned by PoIS are the property of their respective owners.
Disclaimer of Warranties
THIS WEB SITE IS PROVIDED “AS IS” WITH ALL FAULTS. PoIS AND ITS CONTENT PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE WEB SITE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE.
NEITHER PoIS NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE WEB SITE. NEITHER PoIS NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR FINANCIAL OR OTHER DECISIONS BY USERS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THIS WEB SITE.
NEITHER PoIS NOR ITS CONTENT PROVIDERS WARRANT THAT THIS WEB SITE COMPLIES WITH THE REQUIREMENTS OF THE LAWS OF ANY JURISDICTION.
Some jurisdictions do not permit the exclusion or limitation of implied warranties; consequently, the foregoing exclusions or limitations may not apply in all cases.
Limitation of Liability
NEITHER PoIS NOR ITS CONTENT PROVIDERS NOR ANY PERSON THROUGH WHOM PoIS MAKES THE WEBSITE AVAILABLE SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE WEB SITE, OR THE USE OF, OR RELIANCE ON, THE WEB SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY FROM A WILLFUL BREACH BY PoIS (OR SUCH OTHER PERSON) OF ANY OF ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT.
THE AGGREGATE LIABILITY OF PoIS AND ITS CONTENT PROVIDERS ARISING FROM OR RELATING TO THIS AGREEMENT, THE WEB SITE, AND THE USE OF, OR RELIANCE ON, THIS WEB SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE FINALLY PROVED IN A COURT OF COMPETENT JURISDICTION IN AN AMOUNT NOT TO EXCEED $1,000.
NEITHER PoIS NOR ITS CONTENT PROVIDERS SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE FOREGOING, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF PoIS OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; therefore, the foregoing limitations or exclusions may not apply in all cases.
You agree to indemnify, hold harmless, and defend PoIS, its affiliates and its Content Providers from and against any and all claims, liabilities, losses, costs (including but not limited to reasonable attorneys’ fees), and/or damages of any kind arising out of or in connection with (i) your use of the web site, (ii) your breach of this Agreement, and (iii) any messages, information, or materials uploaded, posted, published, or transmitted by you in connection with the web site.
Use of the System and PoIS Services.
Auto Dealer agrees to access the PoIS System to facilitate the payoff of secured loans and the delivery of vehicle titles and Lien Release letters for all loans that are presented by outside parties through the Services. Auto Dealer will use the PoIS System only in accordance with the instructions available on the PoIS website as such may be amended by PoIS from time to time.
Electronic Payments. The Services will permit Auto Dealer to receive payments on certain outstanding loans once the amount of such payment has been agreed to by the Auto Dealer and an outside party that subscribes to the Company’s services. Auto Dealer will maintain arrangements in place to accept receipt of such funds electronically through the Automated Clearing House (“ACH”) financial network.
Post-System Entry Complications. The Parties recognize that from time to time, complications may occur in processing certain transactions due to factors outside of the PoIS System processes. Examples of such complications include, without limitation, delays or complications resulting from: (a) difficulties in obtaining or locating the required title documents (such as missing or lost title documents), (b) issues between the outside party in obtaining required documents or rights to the vehicle, (c) issues in resolving a loan between Auto Dealer and a borrower, and (d) failure to use the PoIS System in accordance with the instructions. In the event that such complications or delays arise, PoIS will advise Auto Dealer of the reason for the delay and will work with the other party or Auto Dealer to resolve the issue as soon as possible.
Payments for Services.
Prices for Services provided by the Company hereunder are set forth in Attachment A, and are hereby incorporated by reference. Company may agree to provide Services free of charge or in return for non-monetary compensation. For Services that have an associated fee, the Company shall invoice Auto Dealer and Auto Dealer shall pay in all fees, charges and other amounts due and owing by Auto Dealer pursuant to this Agreement. Invoices shall be due and payable within thirty (30) calendar days from the date of such invoice. Auto Dealer must notify Company in writing of any dispute or disagreement with any invoiced charge within sixty (60) days after the date of such invoice or Auto Dealer shall be deemed to have agreed to the charges as invoiced. Late payments are subject to a late charge equal to the lesser of one and one-half percent (1½%) per month or the maximum amount permitted by law. All fees payable under this Agreement shall exclude sales, use and other taxes, and the Company reserves the right to invoice and collect any such taxes, fees or other charges from Auto Dealer.
Software Delivery and Auto Dealer’s System.
The Company shall provide the Services to Auto Dealer in a form and format reasonably susceptible of being or accessed through the Internet. Company does not and cannot guarantee how the Services will work in conjunction with other programs and processes resident on Auto Dealer’s network. Company does not provide, and does not assume, any responsibility for any network or connectivity used by Auto Dealer to access the Services. The Company reserves the right to modify, upgrade or otherwise change the Services. Any such changes, modifications or upgrades shall be deemed to constitute part of the Services and shall be subject to all terms and provisions set forth in this Agreement.
If you register with the web site, you are required to select a password, which you may then modify at any time, and as often as you like. You may not select any password that violates any third party’s rights or is offensive, improper or inappropriate. If PoIS determines, in its sole discretion, that any password you select is inappropriate for any reason, PoIS may delete that password and/or limit or terminate your access to the web site.
Your password is for your use only, as an authorized employee of Auto Dealer, and you agree to keep it secret and not to share it with anyone (except as expressly allowed under this User Agreement or in accordance with Auto Dealer’s internal policies and controls).
YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF YOUR PASSWORD, REGARDLESS OF WHETHER YOU AUTHORIZED SUCH USE. YOU MUST PROMPTLY NOTIFY PoIS (USING THE TOLL-FREE NUMBER OR E-MAIL ADDRESS LISTED BELOW UNDER “CUSTOMER SERVICE AND PRODUCT SUPPORT”) OF ANY UNAUTHORIZED USE OF YOUR PASSWORD.
Third-Party Web Sites, Links, and Information
The web site may contain information, products, and services provided by third parties, and links (including advertisements) to web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this web site. PoIS does not control this information or these products, services or web sites, PoIS does not make any representations or warranties, express or implied, regarding this information or these products, services or web sites, and it shall not be liable for any information or services received from them. Inclusion of any of the foregoing in this web site does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with PoIS with respect to any third party, and third party’s web site or its content, or any information, products, or services provided by a third party.
Privacy and Information Made Available by You
PoIS shall have the right to use and disclose any information provided by you through the web site (including but not limited to information provided through e-mail) or made available through your use of the web site, for any lawful purpose, unless you indicate otherwise in the the web site. In no event shall you be entitled to any compensation for the use of any of this information.
Subscription and Service
You may not use the Services described herein without a valid subscription from PoIS. To obtain a subscription, you must register for the Service either by completing the online registration form available on the web site or by calling the toll-free number listed below under “Customer Service and Product Support.” Your subscription will not be valid unless and until PoIS accepts your registration. By registering, you represent and warrant that all registration information that you provide is true, complete and accurate, and you agree to notify PoIS promptly of any changes to your registration information, either by editing the current information , or by calling the toll-free number listed below under “Customer Service and Product Support.”
PoIS RESERVES THE RIGHT TO CHANGE PRICES AT ANY TIME WITHOUT NOTICE (INCLUDING BUT NOT LIMITED TO ADDING OR REMOVING FEATURES ON THE WEB SITE). IF YOU ARE DISSATISFIED WITH ANY SUCH CHANGES, OR IF YOU ARE OTHERWISE DISSATISFIED WITH THE SERVICE (INCLUDING PERFORMANCE OR AVAILABILITY), YOUR ONLY REMEDY WILL BE TO CANCEL YOUR REGISTRATION AS A USER OF THE SERVICE.
Governing Law and Jurisdiction; Entire Agreement
This User Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than that of the State of Delaware. You hereby consent to, and agree to bring any and all claims in, the exclusive jurisdiction of the state and federal courts in Delaware for any action or proceeding arising under or relating to this User Agreement, the web site, or the use of, or reliance on, this web site, whether based in contract or tort or otherwise. This agreement constitutes the entire agreement between you and PoIS regarding the subject matter hereof and shall supersede any and all prior agreements, written or oral, between the parties.
Customer Service and Product Support
telephone: (704) 464-2485
Payment for the use of the Services shall be as follows:
1) Contract Fee
Auto Dealer shall pay $0___ to establish Auto Dealer as a Member of the Company network.
2) Seat License
Auto Dealer shall pay a license fee of $0___ per month per each simultaneous access to the Company website.
3) Transaction Fee
Auto Dealer shall pay $12.00___ for each transaction successfully funded through the Company system.