Referral Program Terms and Conditions
July 30, 2020 Written by
The Offer Addendum provided to you and the following together constitute the terms and conditions (“T&Cs”) for the CashForCars.com Referral Program (“Program”) whereby you (hereinafter referred to as “you” or “your”) may direct potential vehicle sellers to CashForCars.com, an affiliate of Copart Inc. (together CashForCars.com and Copart, Inc. are referred to as “Copart,” “we” or “our”) to sell vehicles. YOU HAVE NO OBLIGATION TO PARTICIPATE IN THE CASHFORCARS.COM REFERRAL PROGRAM AND MAY STOP YOUR PARTICIPATION AT ANY TIME. YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR SOLE RISK. PARTICIPATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
1. Acceptance: By accepting and agreeing to the T&Cs, you may participate in the Program for the purpose of promoting Copart to potential vehicle sellers in exchange for receipt of potential compensation as further described herein. Your participation in the Program will, at all times, be governed by and subject to the T&Cs.
2. Referral Program. You may participate in the Program in one or both of the following ways:
A. Referral Unique Key Code. Copart will provide you with a unique alphanumeric key code (your “Unique Code”) that potential vehicle sellers can provide to Copart either via one of Copart’s official company websites, (each a “Copart Site”), listed in your Offer Addendum or by calling Copart at the telephone number listed on your Offer Addendum.
B. Personalized Referral URL. Copart will establish on your behalf a “HTML hyperlink, web buttons, digital banners and/or other user interface” (your “Referral URL”) which will be linked to a Copart Site for the potential sale of vehicles referred by you.
A. Referral Fees. As consideration for your participation in the Program, Copart may pay you the fee(s) (the “Referral Fee(s)”) set forth in your Offer Addendum, upon the occurrence of a Qualifying Action (as further defined below). Payment of Referral Fees will be paid on a quarterly basis (April 30, July 31, October 31 and January 31) via check mailed to you at the address set forth in your Offer Addendum. Copart will not be subject to any late fee or penalty for failure to make timely payments. You will be responsible for any required withholding, including without limitation, any all federal, state and/or local taxes related to any Referral Fees that you receive.
B. Minimum Fee Threshold. Copart is not obligated to pay you a Referral Fee until your accrued Referral Fees owed reaches a minimum of $100.00.
4. Qualifying Action. You may be eligible to receive a Referral Fee upon the occurrence of EITHER a Qualifying Lead OR a Qualifying Purchase (each a “ Qualifying Action”). Your Offer Addendum will indicate which Qualifying Action is applicable to you.
A. Qualifying Lead. A “Lead” means that an individual referred by you has requested an offer for the purchase of a vehicle by Copart (i) using your Unique Code by either calling Copart at the telephone number listed on your Offer Addendum or via one of the Copart Sites listed on your Offer Addendum or (ii) via your Referral URL. A “Qualifying Lead” means that Copart, in its sole and absolute discretion, has determined that a Lead is valid and viable. You will only be eligible for a Referral Fee if a Lead is determined by Copart to be a Qualifying Lead.
B. Qualifying Purchase. A “Purchase” means that Copart has purchased a vehicle from an individual referred by you who has (i) provided your Unique Code to Copart for the purchase of such vehicle via the telephone number listed on your Offer Addendum or via one of the Copart Sites listed on your Offer Addendum or (ii) used your Referral URL. A “Qualifying Purchase” means that Copart, in its sole and absolute discretion, has determined that a Purchase meets the requirements necessary for you to receive a Referral Fee for such Purchase and such Purchase has not been rejected or refused by Copart as further described herein.
C. Qualifying Action Requirements. Leads and Purchases must be made (i) via the telephone number listed on your Offer Addendum or via one of the Copart Sites listed on your Offer Addendum and must indicate your Unique Code or (ii) via your Referral URL. (“Qualifying Action Requirements”). You will not be eligible and Copart will not pay you a Referral Fee if the Qualifying Action Requirements are not met.
1. You will not be eligible for a Referral Fee for:
i. Leads or Purchases rejected by Copart, in its sole and absolute discretion
ii. Vehicles sold to Copart prior to the Effective Date of your Offer Addendum.
iii. Qualifying Action occurring after Copart has terminated your Offer Addendum or suspended or stopped the Program.
iv. Lead and Purchases from individuals who have sold a vehicle to Copart within the twelve (12) months preceding the date set forth on your Offer Addendum.
2. IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES AS TO WHETHER A QUALIFYING ACTION HAS OCCURRED OR WHETHER COPART OWES YOU A REFERRAL FEE, COPART WILL MAKE THE FINAL DETERMINATION IN ITS SOLE AND ABSOLUTE DISCRETION.
5. No obligation to purchase vehicles. Copart may, in its sole and absolute discretion and with or without notice, postpone, cancel, reject, or refuse the purchase of a vehicle from a referred individual, at any time for any reason. Copart will have no liability or obligation to you as a result of any rejection, refusal to make an offer, offer withdrawal, or purchase postponement and/or cancellation. Further, Copart reserves the right to cancel or reverse a purchase transaction in the event of fraud, material misrepresentation, or patent defect in the vehicle description or ownership information, or for any other reason, as determined by Copart in its sole and absolute discretion.
6. Marketing and Promotion. Copart will provide you with certain marketing materials, which may include information, data, services, products, videos, recordings, written works, including promotional scripts, banners and webpages/URLs to promote Copart, the Program and your Unique Code and/or Referral URL (“Marketing Materials”). The Marketing Materials provided to you contain the proprietary trademarks, logos, brands, trade names, service marks, copyright and other intellectual property of Copart (collectively, the “Copart Property”) and are and will remain the sole property of Copart. Copart grants to you a limited, revocable, non-exclusive, royalty-free license to use the Marketing Materials and Copart Property solely in conjunction with the Program and in accordance with this Section 6. Your use of the Marketing Materials and the Copart Property does not entitle you to ownership of any rights, title or interest in or to such Marketing Materials or the Copart Property.
A. Your use of the Copart Property is subject to the following:
1. You may only use the Marketing Materials or the Copart Property to market and promote your participation in the Program. You do not have a right to distribute or display the Copart Property except solely in connection with your promotion of the Program.
2. You do not have a right to sell the Marketing Materials or the Copart Property contained therein.
3. You must not use the Marketing Materials or Copart Property in any manner that would damage, cause confusion, demean or disparage Copart or the Copart Property or cause any damage to Copart’s reputation or good will. YOU MUST NOT USE COPART PROPERTY OR ANY MATERIALS THAT INCLUDE COPART PROPERTY FOR ANY UNLAWFUL PURPOSES.
4. You may use other materials that include Copart Property to market the Program provided these materials have been reviewed and approved by Copart in advance and in writing. These materials will also be considered “Marketing Materials as described herein.
5. You may not alter, add, subtract, or otherwise modify the Marketing Materials or Copart Property without the express written consent of Copart.
6. You must notify Copart immediately of any unauthorized use of any Marketing Materials or Copart Property.
B. Use of the Referral URL, Unique Code and access to Copart Site.
1. The Copart Site, your Unique Code and Referral URL are also Copart Property and subject to the restrictions set forth in this Section 6.
2. You may distribute your Unique Code or Referral URL to potential vehicle sellers only in the following manner: a) as a part of the Copart-provided Marketing Materials; and/or b) posting of Copart-approved promotional scripts (without any modification other than inclusion of your Unique Key or Referral URL) on your social media accounts.
C. Revocation of Rights. Your right to use the Marketing Materials and the Copart Property may be revoked at any time and for any reason by written notice to you from Copart. Upon receipt of this notice you must immediately cease from all use of the Marketing Materials and the Copart Property and destroy or return these to Copart.
D. Use of Your Property. Copart may, in its sole discretion, use your trademarks, trade names, service marks, business name, web page titles, slogans, logos and copyrighted materials (“Your Property”) for the purpose of promoting, advertising, announcing or otherwise marketing of your participation in the Program. You grant Copart the limited, revocable, non-exclusive, royalty-free license to use Your Property for these marketing purposes. You have the right to revoke this license at any time by providing written notice to Copart.
7. Your Conduct and Compliance.
A. Your activity under the Program must at all times be in accordance with due regard for public conventions and morals and in compliance with the T&Cs and all applicable laws.
B. You represent and warrant that your website(s) (the “Your Sites”), are solely owned by you and such sites and any content contained therein do not infringe on the rights of any third party, including but not limited to intellectual property rights, and are not defamatory, libelous, unlawful or otherwise objectionable and you must not promote Copart, the Copart Sites, any Copart brand, logo or business or any of their respective products and services on any website, including without limitation, any social media sites, that includes content which is libelous, defamatory, obscene, hateful, pornographic, abusive, fraudulent or which violates any law. In addition, you represent and warrant that Your Sites do not contain or link to any sites that contain or promote: (1) defamatory, libelous, lewd, pornographic or obscene language or images; (2) violate any laws regarding unfair competition, anti-discrimination or false advertising; (3) violence or hate speech; (4) discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; (5) viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines,’ or (6) “masking” or “data obfuscation” of your Referral URL, the Copart Sites or Your Sites in an effort to confuse, mislead or circumvent any applicable laws or regulations or the T&Cs. Copart has the right, but not the obligation, to monitor and review Your Sites at any time to determine if you are complying with the T&Cs. We may notify you of any changes to Your Sites that we feel should be made, or to make sure that your links to our web site are appropriate and functioning properly. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
8. NO WARRANTIES; DISCLAIMERS. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, COPART MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, BY OPERATION OF LAW, OR OTHERWISE, INCLUDING, BUT NOT LIMITED ANY WARRANTIES OR REPRESENTATIONS OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OPERATION OR PERFORMANCE OR NON-INFRINGEMENT AND ANY WARRATNIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE OR TRADE USAGE REGARDING THE PROGRAM, THE MARKETING MATERIALS, THE COPART PROPERTY, OR OTHER PRODUCTS, SERVICES, EQUIPMENT, INFORMATION, TANGIBLE OR INTANGIBLE PROPERTY, OR ACTIVITIES USED, DEVELOPED, PROVIDED OR PERFORMED BY COPART OR ANY THIRD PARTY. IN ADDITION, COPART MAKES NO WARRANTY THAT (I) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (II) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS OBTAINED FROM THE USE OF ANY RELATED SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE OR CURRENT (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PROVIDED TO YOU BY COPART OR OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE PROGRAM WILL BE CORRECTED. NEITHER COPART NOR ANY OF ITS AFFILIATES OR ANY INTERNET ACCESS PROVIDERS ARE RESPONSIBLE FOR INCORRECT OR INACCURATE ENTRY OF INFORMATION, HUMAN ERROR, TECHNICAL MALFUNCTIONS, LOST/DELAYED DATA TRANSMISSION, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURES OF ANY TELEPHONE NETWORK, COMPUTER EQUIPMENT, SOFTWARE OF ANY COMBINATION THEREOF, OR INABILITY TO ACCESS THE COPART SITE.
9. Limitation of Liability; Indemnification.
A. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COPART OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY TO YOU FOR PERSONAL INJURY, PROPERTY DAMAGE, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, OR ANY OTHER COMMERCIAL OR NON-COMMERCIAL DAMAGES OR LOSSES, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, IN ANY MANNER ARISING FROM OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM. IN NO EVENT WILL COPART’S LIABILITY EXCEED THE TOTAL FEES PAID TO YOU UNDER THE T&Cs IN THE TWELVE MONTHS PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABLITY OCCURRED WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THE PROGRAM OR THE T&Cs. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
B. Indemnification. To the maximum extent permitted by applicable law, you hereby indemnify and hold harmless the Copart, its officers, directors, employees, representatives, contractors, agents, affiliates, subsidiaries, insurers, partners and vehicle sellers (collectively the “Copart Indemnitees”) from and against any and all claims, losses, damages, costs, liabilities, actions, causes of action, suits, threats, demands, settlements or expenses (including, but not limited to, attorney’s fees) in any manner brought forth by any third party based on, and/or relating to, or arising directly or indirectly, in whole or in part upon the your participation in the Program.
You are solely responsible and liable for, with no liability or responsibility on the part of the Copart Indemnitees or any third party engaged by the Copart Indemnitees, and will indemnify, defend and hold the Copart Indemnitees harmless from and against any and all Claims, which the Copart Indemnitees may sustain: (1) arising from your use, publication and/or transmission of the Marketing Materials or Copart Property or participation in the Program; (2) resulting from any inaccurate representations or warranties by you; (3) resulting from your violation of any term or condition of the T&Cs; and (4) arising from or related to Your Property.
10. Term; Modification. The T&Cs will, at all times, be posted at https://www.cashforcars.com/referral-program-terms-and-conditions/ and you will be subject to the T&Cs, as may be amended or updated by Copart, so long as you are participating in the Program. The T&Cs may be modified or terminated by Copart, in its sole and absolute discretion, at any time. Any modification or termination will be effective upon the posting by Copart of the modified T&Cs or termination notice at https://www.cashforcars.com/referral-program-terms-and-conditions/. While you are participating in the Program you should periodically review https://www.cashforcars.com/referral-program-terms-and-conditions/ so you are aware of any modifications to the T&Cs or any termination notice posted by Copart.
11. Violation of this T&Cs; Irreparable Harm. Your violation or breach of the T&Cs, including specifically Sections 6 and/or 7, may cause irreparable harm to Copart for which monetary relief may not be sufficient and therefore Copart has the right to seek injunctive or other equitable relief to prevent or stop such breach or violation.
12. Governing Law; Exclusive. Any disputes related in any way to the Program or the T&Cs (including any actual or alleged breach hereof), any transactions or activities under the T&Cs or your relationship with Copart or any of its affiliates will be subject to the governing law of the State of Texas 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 the State of Texas. Each Party irrevocably agrees that any legal action, suit or proceeding arising out of or in connection with the T&Cs or the transactions contemplated by the T&Cs or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) will be brought exclusively in the United States District Court for the Northern District of Texas, or, if such court does not have subject matter jurisdiction, the state courts of Texas located in Dallas County, Texas, and each Party hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding. Each Party hereby waives to the fullest extent permitted by law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with the Program or the T&Cs or the transactions contemplated by the T&Cs or disputes relating hereto.
13. Survival. The provisions of Sections 9 and 11 and those which by their nature contain continuing obligations survive termination or expiration of the T&Cs.
14. Entire T&Cs. Subject to any modifications by Copart, the T&Cs, including your Offer Addendum constitutes the entire agreement between you and Copart with respect to the Program.
15. Assignment. The T&Cs cannot be assigned by you.